Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 days of As soon as practicable following the Closing Date, Buyer Purchaser shall cause to be prepared the balance sheet of the Subject Company as of the Closing Date (itself or through the "Closing Balance Sheet"). Within fifteen (15) days following the Closing Date, Purchaser shall deliver the Closing Balance Sheet to Seller, accompanied by (i) a firm certificate of independent public accountants designated an executive officer of Purchaser to the effect that (except with respect to adjustments required by Buyer) shall in good faith prepare and deliver to Seller (athis Agreement) the Closing Balance Sheet reflecting all balance sheet items has been prepared and presented consistent with GAAP, applied on a consistent basis with the preparation of the Company Financial Statements (as of 12:01 AM on defined in Section 2.6), and fairly presents the Closing Date, without giving effect to any financial position of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Subject Company as of the Closing DateDate and (ii) a statement documenting the calculation of the Working Capital ("Working Capital Calculation Statement"). The Closing Balance Sheet and Working Capital Calculation Statement shall be audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants of Purchaser (x) fairly present the consolidated financial position "Purchaser's Auditor"), and reviewed by KPMG Peat Marwick LLP, independent public accountants of Seller ("Seller's Auditor"), who will be afforded full access to all books and records of the Subject Company and work papers used by Purchaser's Auditor in its consolidated subsidiaries as audit. Purchaser's Auditor will issue a report to Purchaser and Seller within forty-five (45) days of 12:01 AM on the Closing Date in accordance with GAAP concerning their audit and (y) be stating that the Closing Balance Sheet has been prepared in accordance with accounting policies GAAP, it being understood that the report of Purchaser's Auditor must be unqualified. (b) Within fifteen (15) days following the date on which the report of Purchaser's Auditor is delivered pursuant to Section 1.5(a), Seller shall give notice to Purchaser as to whether or not Seller's Auditor concurs with Purchaser's Auditor's report (such notice to contain Seller's Auditor's comments and practices used by the Company on or prior exceptions to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, if any). If Seller gives notice that Seller's Auditor does not concur with Purchaser's Auditor's report and the Buyer shallparties are unable to mutually resolve Seller's Auditor's exceptions within ten (10) days following the date of such notice, then within twenty (20) days following the date of such notice Purchaser and Purchaser's Auditor and Seller and Seller's Auditor shall jointly select and retain an independent firm of certified public accountants of national standing and reputation (the "Independent Firm") for the purpose of resolving all remaining unresolved issues with respect to the Closing Balance Sheet and the Working Capital Calculation Statement. In the event that Seller and Seller's Auditor, on the one hand, and Purchaser and Purchaser's Auditor, on the other hand, are unable to agree upon the firm to be selected as the Independent Firm within such twenty (20) day period, then such selection shall be made by an independent arbitrator agreed upon from a list of three arbitrators supplied, at Purchaser's request, within 30 five days after the expiration of such requestthe twenty-day period, provide (a) to Purchaser and Seller with such additional informationfrom the American Arbitration Association, documents, records and the like (retention of the “Records”) and (b) Independent Firm shall be made by Seller and its advisors and representatives access to Company personnel and Records Purchaser within five (the “Access”5) as days after such list is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalsupplied. (iic) If Seller disagrees with Buyer’s calculation Within ten (10) days following such retention of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)the Independent Firm, Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and shall cause Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees's Auditor, and Seller Purchaser shall cause Purchaser's Auditor, to present to the Independent Firm the issue or issues that must be deemed resolved with respect to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)the Purchase Price. (iiid) If a notice of disagreement Seller and Purchaser shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on cause the disputed items or amounts in order Independent Firm to determinerender its decision as soon as is reasonably practicable, as may be requiredincluding, without limitation, prompt compliance with all reasonable requests by the amount of Minimum Net Operating Working CapitalIndependent Firm for information, which amount shall not be less than papers, books, records and the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to like; provided that Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for Purchaser agree that the purpose of calculating Minimum Net Operating Working Capitalretention of the Independent Firm shall not include the conduct of its own independent audit of the Closing Balance Sheet, but rather shall be limited to resolving the issues presented to it and matters related thereto. In making such calculation, such independent accountants shall consider only those items or amounts in All decisions of the Independent Firm with respect to the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating and the Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report Calculation Statement shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of both Seller and (c) otherwise equally by Seller and BuyerPurchaser. (ive) The parties hereto agree that they willPurchaser and Seller shall bear all fees, costs, disbursements and agree to cause other expenses of their own respective auditor associated with performance of their respective independent accountants functions pursuant to this Section 1.5. For purposes of this Agreement, payment of all fees, costs, disbursements and other expenses of the Company Independent Firm which are incurred pursuant to cooperate this Section 1.5 shall be (i) split evenly between Seller and assist Purchaser if the amount of Working Capital arrived at by the Independent Firm is in the preparation range that is greater than 25% of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Differential (as defined below) plus the Working Capital determined by Purchaser's Auditor and in less than the conduct difference of the reviews referred Working Capital determined by Seller's Auditor minus 25% of the Working Capital Differential, or (ii) by (A) Seller, if the amount of the Working Capital arrived at by the Independent Firm is less than or equal to in this Section 2.0325% of the Working Capital Differential plus the Working Capital determined by Purchaser's Auditor, including without limitation or (B) Purchaser, if the making available amount of the Working Capital arrived at by the Independent Firm is greater than or equal to the extent necessary difference of books, records, work papers and personnelthe Working Capital determined by Seller's Auditor minus 25% of the Working Capital Differential. The "Working Capital Differential" shall mean the amount of the Working Capital determined by Seller's Auditor less the amount of the Working Capital determined by Purchaser's Auditor.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, (i) Within 90 days "The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (itself or through a firm and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of independent public May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants designated by Buyer) shall in good faith prepare be entitled to review the Closing Balance Sheet, and deliver any working papers, source documents, trial balances and similar materials relating to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the Company as of 12:01 AM on extent related to the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet. The Closing Balance Sheet shall (x) fairly present the consolidated financial position show all of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company and its consolidated subsidiaries as to the account of 12:01 AM on Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date in accordance Date, Buyer will cooperate with GAAP and (y) be prepared in accordance with accounting policies and practices used by Seller to cause the Company on or prior to the Closing and set forth on Schedule 2.03transfer all such Non-Business Assets to Seller as soon as possible thereafter. Upon request of Seller which request shall be made within 45 days of receipt Because of the Closing Balance Sheet"carve out" of the Non-Business Assets, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet may not conform to generally accepted accounting principles and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant required to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyerso conform. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 days of As promptly as practicable, but no later than ninety (90) days, after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare cause to be prepared and deliver delivered to Seller a written statement (athe “Final Closing Statement”) the Closing Balance Sheet reflecting all that shall include and set forth (i) a consolidated balance sheet items of the Company as of 12:01 AM on and the Closing DateSubsidiaries, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet which shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of 12:01 AM the close of business on the day prior to the Closing Date in accordance with GAAP the Accounting Policies (the “Closing Balance Sheet”) and shall include line items consistent with those in the Company Balance Sheet and (yii) be prepared in accordance a calculation of the actual (A) Working Capital (the “Closing Working Capital”), (B) Cash (the “Closing Cash”), and (C) Transaction Expenses (the “Closing Transaction Expenses”) (with accounting policies each of Closing Working Capital and practices used by Closing Cash determined as of the Company close of business on or the day prior to the Closing Date and set forth on Schedule 2.03without giving effect to the transactions contemplated herein and Closing Transaction Expenses determined as of the Closing, giving effect to the transactions contemplated herein. Upon request All calculations of Seller which request Closing Working Capital, Closing Cash and Closing Transaction Expenses shall be made within 45 days accompanied by a certificate of receipt a duly authorized officer of the Closing Balance Sheet, the Buyer shall, within 30 days of certifying that such request, provide (a) Seller estimates have been calculated in accordance with such additional information, documents, records this Agreement and the like (Accounting Policies, to the “Records”) and extent applicable. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof, unless prior to the end of such period, Seller and delivers to the Buyer written notice of its advisors and representatives access to Company personnel and Records disagreement (the a “AccessNotice of Disagreement”) specifying the nature and amount of any dispute as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating the Closing Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller mayClosing Cash and/or Closing Transaction Expenses, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting as set forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amountFinal Closing Statement. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained of Closing Working Capital, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Closing Balance Sheet Notice of Disagreement, and the calculation of Minimum Net Operating Working Capital delivered pursuant such items and amounts shall not be subject to review in accordance with Section 2.03(i2.04(c). (iiic) If During the fifteen (15) day period following delivery of a notice Notice of disagreement shall be duly delivered Disagreement by Seller to Buyer pursuant to Section 2.03(ii)Buyer, the parties shall, during the 45 days following such delivery, shall use their best commercially reasonable efforts to reach agreement on the disputed items or amounts with respect to the computation of the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in order writing between Seller and Buyer within such fifteen (15) day period shall be final and binding with respect to determinesuch items, as may be required, and if Seller and Buyer agree in writing on the resolution of each disputed item specified by Seller in the Notice of Disagreement and the amount of Minimum Net Operating the Closing Working Capital, which amount Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If Seller and Buyer have not be less than resolved all such differences by the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after end of such 45-fifteen (15) day period, no later than ten (10) days following the parties are unable to reach end of such agreementfifteen (15) day period, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer shall submit, in writing, to an independent public accounting firm (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates“Independent Accounting Firm”), promptly their briefs detailing their views as to review this Agreement the correct nature and amount of each item remaining in dispute and the disputed items or amounts for of the purpose of calculating Minimum Net Operating Closing Working Capital, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. In making such calculationcalculations, such independent accountants the Independent Accounting Firm shall consider only those items or and amounts in Seller’s and Buyer’s respective calculations of the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital Capital, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Seller has disagreedand Buyer have been unable to agree. Such In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing between Seller and Buyer. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.04(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by Seller and Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party or parties. (e) Buyer will cause the Company to afford Seller and its representatives (including Deloitte & Touche LLP), reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and the Subsidiaries and their representatives and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.04. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Working Capital and Cash as specified in this Section 2.04; provided that such accountants shall provide such calculation of Minimum Net Operating Working Capital not be obligated to make any work papers available except in accordance with GAAP such accountants’ disclosure procedures and then only after the accounting policies non-client party has signed a customary agreement relating to access to such work papers in form and practices used by the Company on or prior substance acceptable to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyeraccountants. (ivf) The Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that they will, and agree each item required to cause their respective independent accountants and the Company to cooperate and assist be reflected in the preparation any of the Closing Balance Sheet Working Capital, Closing Cash or Closing Transaction Expenses is intended to, and shall, be accounted for only once, without duplication, in determining the calculation of Minimum Net Operating Working Capital and adjustments to be made to the Purchase Price in the conduct of the reviews referred accordance with this Agreement, including pursuant to in this Section 2.032.04, including without limitation the making available to the extent necessary of booksSection 2.05, records, work papers Article 11 and personnelArticle 13.

Closing Balance Sheet. (i) Within 90 days of As soon as reasonably practicable following the Closing Date, Buyer and in any event within one hundred thirty days (itself or through a firm of independent public accountants designated by Buyer130) days thereafter, the Company shall in good faith prepare and deliver to Seller (ai) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet reflecting all Sheet"), (ii) a consolidated balance sheet items of the Company as of 12:01 AM the close of business on the date immediately prior to the Closing Date, without giving effect to any (iii) a calculation of the transactions contemplated by this Agreement or any of "Closing Net Working Capital Amount", which shall equal the Ancillary Agreements (other than Net Working Capital Amount as reflected on the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Balance Sheet minus the Target Net Operating Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing DateDate minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date be prepared in accordance with GAAP and (y) be prepared in accordance on a basis consistent with accounting policies and practices used by the preparation of the Company on or prior to Financial Statements (except as specified in the Closing and set forth on Schedule 2.03definition of Interim Period EBITDA). Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in In order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii)the Actual Retention Bonuses, the parties shallActual Sales Bonuses and the Actual U.K. Funding Amount, during the 45 days following Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, books and records as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(ireasonably requested), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy extent reasonably related to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum the Closing Net Operating Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and in the conduct Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelsuch calculation).

Closing Balance Sheet. (i) Within 90 As soon as practicable (and in no event later than 45 days of after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by BuyerClosing) the Company shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet items of the Company and its subsidiaries as of 12:01 AM the opening of business on the Closing Date, without giving effect to any of Date (the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the "Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet"). The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) will be prepared in accordance with accounting policies GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt delivery of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records Company shall prepare and deliver to the Parent and the like (Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (outstanding balance of the “Access”) Crestar Loan, each as is reasonably necessary set forth in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalthe Closing Balance Sheet. (ii) If Seller disagrees with Buyer’s calculation neither the Parent nor the Shareholders' Representative objects to the determination by the Company of Minimum the Closing Net Operating Working Capital Worth by written notice of objection (the "Notice of Objection") delivered pursuant to Section 2.03(i), Seller may, the other party within 45 20 days after delivery and/or provision the receipt of all Records and/or Accesssuch statement, respectively, requested by Seller within the 45-day period referred such Notice of Objection to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth describe in reasonable detail such party's proposed adjustments to the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesClosing Net Worth, and Seller the proposed Closing Net Worth shall be deemed to have agreed with all other items final and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)binding. (iii) If either party delivers a notice Notice of disagreement Objection in respect of the Closing Net Worth, then any dispute shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital resolved in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, paragraph (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyerthis Section 2.9. (iv) The parties hereto agree During the period that they willthe Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and agree subsequent to cause issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective independent accountants representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to cooperate and assist or arising in connection with the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct determination of the reviews referred to Closing Net Worth. (v) The Company will make the work papers prepared in this Section 2.03, including without limitation connection with its preparation of the making Closing Balance Sheet available to each of the extent necessary Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of books, records, work papers their review of the Closing Balance Sheet and personnelat any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

Closing Balance Sheet. (i) Within 90 five (5) business days after the Closing Date, Buyer will prepare and deliver to Seller a balance sheet of Seller (the "Closing Balance Sheet") setting forth Assets (other than Excluded Assets), liabilities (other than Retained Liabilities, which shall be excluded from the Closing Balance Sheet) and total shareholders' equity, in each case as of the Closing Date, Buyer and in accordance with GAAP applied on a basis consistent with the Financial Statements. Anything contained herein to the contrary notwithstanding, (itself or through a firm of independent public accountants designated by BuyerA) shall in good faith prepare and deliver to Seller (a) the amounts set forth on the Closing Balance Sheet reflecting all balance sheet items will not reflect any purchase accounting adjustments as a result of the Company as acquisition of 12:01 AM on the Assets or the assumption of the Assumed Liabilities by Buyer and (B) amounts for deferred income taxes will be excluded from the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet. The Closing Balance Sheet shall (x) fairly present take into account any positive or negative adjustments required under Section 2.6(a). The date on which the consolidated financial position Balance Sheet is delivered to Seller is referred to herein as the "Delivery Date". Seller will assist Buyer in the preparation of the Company Closing Balance Sheet. Seller will cause Buyer to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, books and records necessary for such purposes. (ii) The Closing Balance Sheet will be deemed to be final, binding and conclusive (the "Final Closing Balance Sheet") for all purposes on the 10th business day after the Delivery Date unless Seller delivers to Buyer written notice of its consolidated subsidiaries as disagreement (a "Notice of 12:01 AM Disagreement") prior to such date specifying in reasonable detail the nature of Seller's objections to the Closing Balance Sheet. Buyer will cause its employees who are employees of the Business to assist Seller in the preparation of a Notice of Disagreement; provided such assistance will not interfere with the normal work duties of such employees. To be assertable in a Notice of Disagreement, an objection by Seller with respect to any individual item on the Closing Date in accordance with GAAP and (y) be Balance Sheet must assert that the Closing Balance Sheet was not prepared in accordance with accounting policies the terms of Section 2.6(b)(i) with respect to such item and practices used relate to an aggregate adjustment equal to or greater than $50,000 (provided that such $50,000 limitation shall not limit any obligation of Seller to effect any environmental remediation required by Section 3.1.32 or Section 3.2.19 hereof). A Notice of Disagreement may also allege that the Company on or prior Closing Balance Sheet contains mathematical errors. Seller hereby waives the right to assert any objection to the Closing Balance Sheet that is not asserted in a Notice of Disagreement delivered to Buyer within 10 business days after the Delivery Date. If a Notice of Disagreement is delivered to Buyer within such 10-day period, then the Closing Balance Sheet (as adjusted, if necessary) will be deemed to be the Final Closing Balance Sheet for all purposes on the earlier of (x) the date Buyer and set forth Seller resolve in writing all differences they have with respect to the Closing Balance Sheet or (y) the date the disputed matters are resolved in writing by the Accounting Firm (as defined below). In the event that disputed matters are resolved by the Accounting Firm, the Final Closing Balance Sheet will consist of both the applicable amounts from the Closing Balance Sheet (or amounts otherwise agreed to in writing by Buyer and Seller) as to items that have not been submitted for resolution to the Accounting Firm, and the amounts determined by the Accounting Firm as to items that were submitted for resolution by the Accounting Firm. (iii) During the 10 business days following the delivery of a Notice of Disagreement, Buyer and Seller will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement and such discussions will be deemed to be for settlement purposes and not disclosable in arbitration by the Accounting Firm described below. If, at the end of such 10-day period, Buyer and Seller have not reached agreement on Schedule 2.03such matters, Buyer will have an additional five (5) business days to advise Seller in writing of Buyer's position with respect to each of Seller's proposed adjustments that are in dispute ("Buyer's Letter"). Upon request Promptly following the delivery to Seller of Buyer's Letter, Buyer and Seller will jointly engage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") (or, if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is unable or unwilling to act in such capacity, Deloitte and Touche, L.L.P. (the "Accounting Firm")) to resolve the matters which request shall be made within 45 days remain in dispute with respect to the Closing Balance Sheet. In connection with such engagement, each of receipt Buyer and Seller agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Accounting Firm, Buyer or Seller will provide the Accounting Firm with a copy of this Agreement, the Closing Balance Sheet, the Buyer shall, within 30 days Notice of such request, provide (a) Seller with Disagreement and Buyer's Letter. The Accounting Firm will have the authority to request in writing such additional informationwritten submissions from either Buyer or Seller as it deems appropriate; provided, documentshowever, records that a copy of any such submission will be provided to the other party at the same time as it is provided to the Accounting Firm. No party hereto will make (nor permit any of its subsidiaries or Affiliates to make) any additional submission to the Accounting Firm except in a report to such a written request by the Accounting Firm. No party hereto will communicate (nor permit any of its subsidiaries or Affiliates to communicate) with the Accounting Firm without providing the other party a reasonable opportunity to participate in such communication with the Accounting Firm (other than with respect to written submissions in response to the written request of the Accounting Firm). The Accounting Firm will have 20 business days to review the documents provided to it pursuant to this Section 2.6.(b)(iii). Within such 20-day period, the Accounting Firm will furnish simultaneously to both parties its written determination with respect to each of the adjustments in dispute submitted to it for resolution. The Accounting Firm will resolve the differences regarding the Closing Balance Sheet based solely on the information provided to the Accounting Firm by Buyer and Seller pursuant to the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller terms of this Agreement (and its accountants and advisorsnot independent review). The Accounting Firm's authority will be limited to resolving disputes with respect to whether the Closing Balance Sheet was prepared in accordance with Section 2.6(b)(i) with respect to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. the individual items on the Closing Balance Sheet in dispute (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant it being understood that the Accounting Firm will have no authority to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred make any adjustments to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items any financial statements or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in than the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(iamounts set forth therein that are in dispute). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii). In resolving any disputed item, the parties shall, during Accounting Firm may not assign a value to such item greater than the 45 days following greatest value for such delivery, use their best efforts to reach agreement on the disputed items item asserted by either party or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i)smallest value for such item asserted by either party. The decision of the Accounting Firm will be, nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). Iffor all purposes, after such 45conclusive, non-day periodappealable, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost fees of such review and report shall the Accounting Firm will be borne (a) by Buyer if and Seller in the Minimum Net Operating Working Capital as determined same proportion that the dollar amount of disputed items lost by a party bears to the total dollar amount in dispute resolved by the independent accountant is not revised in favor Accounting Firm. Each party will bear the fees, costs and expenses of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent its own accountants and the Company to cooperate and assist all of its other expenses in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in connection with matters contemplated by this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel2.6(b).

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) The Purchaser shall in good faith prepare and deliver to the Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on within 60 days following the Closing Date: (A) an unaudited consolidated balance sheet of the Companies, without as of the Closing Date (the “Closing Balance Sheet”), and giving effect to any of the transactions contemplated by this Agreement to occur in connection with the Closing to the extent such transactions have actually occurred at or any prior to the Closing, including the actions described in Section 2.04, consistent with the Year End Audited Balance Sheet and prepared in accordance with Section 2.08(a)(ii); and (B) a statement (the “Closing Net Working Capital Statement”) of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital of the Companies as of the Closing Date. Date (the “Closing Net Working Capital”), prepared in accordance with Section 2.08(a)(ii). (ii) The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) Net Working Capital Statement shall be prepared in accordance with accounting GAAP on a basis consistent with and utilizing the same principles, practices and policies and practices of the Companies as those used by in preparing the Company on or prior to Year End Audited Balance Sheet. In addition, the Closing and Net Working Capital Statement shall be prepared substantially in the form of the illustrative Net Working Capital calculation set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(iExhibit 2.08(a)(ii). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement The Purchaser and the disputed items or amounts for Seller hereby acknowledge that, notwithstanding the purpose provisions of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in Section 2.04(a) and (b): (A) all Cash of the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or Companies that existed prior to the Closing and set forth that remains immediately after the Closing (adjusted for checks written or electronic payments made on Schedule 2.03. Correspondence with or before the independent accountant shall be in writing, with a copy to the Seller or Buyer, Closing that have not cleared as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and to the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews extent not already accrued), including amounts referred to in this the proviso to Section 2.03, including without limitation 2.04(b) shall be reflected on the making available Closing Net Working Capital Statement and the Closing Balance Sheet; and (B) to the extent necessary that any Indebtedness of booksthe Companies that existed prior to the Closing remains immediately after the Closing, records, work papers such Indebtedness shall be reflected on the Closing Net Working Capital Statement and personnelthe Closing Balance Sheet.

Closing Balance Sheet. (ia) Within 90 45 days of following the Closing Date, Buyer (itself or through a firm the Vendor and the Purchaser shall participate in the preparation of independent public accountants designated by Buyer) and shall cause their respective employees to participate in good faith prepare the preparation of, and the Vendor shall deliver to Seller (a) the Purchaser, the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateSheet. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date be prepared in accordance with GAAP and (y) be prepared audited in accordance with Canadian generally accepted auditing standards consistent with the accounting policies policies, practices and practices procedures for the Vendor used by in the Company on or prior preparation of the Financial Statements, except as may otherwise be required pursuant to the Closing this Article II and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days audited by PriceWaterhouseCoopers, Toronto in accordance with Canadian generally accepted auditing principles and accompanied by a written opinion thereon. Each of receipt the Purchaser and the Vendor shall have the right to consult, at reasonable times and with reasonable notice, with PriceWaterhouseCoopers, Toronto and appropriate representatives of the Vendor during the preparation and audit of the Closing Balance Sheet. The Closing Balance Sheet (x) shall be prepared without regard to (A) any effect from the closing of the transactions contemplated hereby or any financing relating thereto, (B) the Buyer shallPurchaser's existing or future plans to modify or adjust the business, within 30 days operations or accounting practices of such requestthe Purchased Business after the Closing Time, provide or (aC) Seller with such additional information, documents, records and adjustments relating to the like (recording of the “Records”) disposition by the Vendor of the Purchased Assets; and (by) Seller and its advisors and representatives access to Company personnel and Records (shall reflect all required audit adjustments for known errors exceeding $25,000, in the “Access”) net aggregate amount, as is reasonably necessary determined by PricewaterhouseCoopers, Toronto in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in that the Closing Balance Sheet and will comply with GAAP. The cost of preparing the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)Closing Date Balance Sheet shall be borne by the Vendor. (iiib) If The Closing Balance Sheet shall set forth a notice calculation of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship Assets together with the Sellerreport thereon of PricewaterhouseCoopers, Toronto. (c) Following the Company, or the Buyer or any other delivery of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation to the Vendor and the Purchaser and the execution by the Purchaser and Vendor of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants standard indemnity releases in favour of PricewaterhouseCoopers, Toronto, the Vendor shall provide such calculation of Minimum Net Operating Working Capital in accordance the Purchaser with GAAP and the accounting policies and practices used by the Company on or prior access to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writingworking papers of PricewaterhouseCoopers, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerToronto relating thereto. (ivd) The parties hereto agree In the event that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist Purchaser objects in writing (stating with reasonable specificity the preparation reasons for its objections) within 10 Business Days following receipt of the Closing Balance Sheet and PricewaterhouseCoopers, Toronto report as to the amount of the Net Assets, then PricewaterhouseCoopers, Cincinnati and the Purchaser, on the one hand, and PricewaterhouseCoopers, Toronto and the Vendor, on the other hand, shall in good faith make meaningful efforts to agree upon the amount of the Net Assets (which, unless waived by both the Vendor and the Purchaser, shall include a submission by the parties to non-binding evaluative mediation by a qualified mediator in the City of Toronto, Ontario), provided, that if the Purchaser and PricewaterhouseCoopers, Cincinnati, on the one hand, and PricewaterhouseCoopers, Toronto and the Vendor, on the other hand, are unable to so agree within 30 days after the date of objection, then the Vendor and the Purchaser shall retain the independent chartered accounting firm of Deloitte & Touche (the "Neutral Auditors") to resolve the differences on specific points of disagreement and to provide an opinion on a revised Closing Balance Sheet, together with a report of the Neutral Auditors setting forth a revised calculation of Minimum the Net Operating Working Capital and Assets, in each case prepared in accordance with the conduct of the reviews referred to principles set forth in this Section 2.032.5. The fees of the Neutral Auditors shall be borne by the parties in inverse proportion to their respective successes in the determinations of the Neutral Auditors, including without limitation and the making available decision of the Neutral Auditors shall be conclusive, final and binding upon the Vendor and the Purchaser. The fees and expenses of PricewaterhouseCoopers, Toronto incurred by the Vendor shall be the sole responsibility of the Vendor and the fees and expenses of PricewaterhouseCoopers, Cincinnati incurred by the Purchaser shall be the sole responsibility of the Purchaser. It is understood that the Purchaser shall retain PricewaterhouseCoopers, Toronto to audit the historical financial statements of the Purchased Business which are required to be filed by the Purchaser with the Securities and Exchange Commission and the Purchaser shall be solely responsible for all fees and expenses associated with the preparation of such audited financial statements. (e) As used in this Agreement, "Net Assets" means, as of the Effective Date and immediately prior to the extent necessary consummation of booksthe transactions contemplated hereby, recordsas derived from the Closing Balance Sheet, work papers an amount equal to total assets, minus total current liabilities, minus other long-term liabilities, if any, (excluding all capital, income and personnelsales taxes) all of which relate solely to the Purchased Business, excluding the net assets of the Tenex Data division being sold by Axidata.

Closing Balance Sheet. (ia) Within 90 days of No later than the ninetieth (90th) day after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and will deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the final Closing Balance Sheet and the calculation of Minimum (i) the final Closing Cash, and (ii) the final Net Operating Working Capital based upon the final Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied. If Seller objects to Buyer’s calculation of the final Closing Cash and final Net Working Capital, Seller shall within thirty (30) days after receipt thereof notify Buyer of the same in writing, which such notice shall include the basis of such objection in reasonable detail and Seller’s proposed modification of such calculation to Buyer. If Seller does not object to such calculation within such thirty (30) day period, Buyer’s calculation shall be final, conclusive and binding. (b) If Buyer disagrees with all or any portion of Seller’s proposed modification of the final Closing Cash and final Net Working Capital delivered by Seller pursuant to Section 2.03(i2.4(a), Buyer and Seller shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such proposed modification by Buyer. (iiic) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after upon completion of such 45-fifteen (15) day period, the parties Buyer and Seller are unable to reach such an agreement, either Buyer or Seller may they shall promptly thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer McGladrey & ▇▇▇▇▇▇, LLP (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum the final Closing Cash and final Net Operating Working Capital. In making such calculation, such independent accountants Each of Buyer and Seller shall consider submit to the Independent Accountant its calculation of the final Closing Cash and final Net Working Capital. The Independent Accountant shall address only those items or and amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP that remain disputed and the accounting policies Independent Accountant’s determination with respect to each such disputed item or amount shall not be less than or greater than the calculations submitted by Buyer and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03Seller. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants The Independent Accountant shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculationdetermination of the final Closing Cash and final Net Working Capital. Such report determination shall be final and binding upon Buyer and Seller. Each of Buyer, on the parties hereto. The cost one hand, and Seller, on the other hand, shall bear that percentage of such review the fees and report shall be borne expenses of the Independent Accountant equal to the proportion (aexpressed as a percentage) by Buyer if of the Minimum Net Operating Working Capital as dollar value of the disputed amounts determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined other party by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerIndependent Accountant. (ivd) The parties hereto Buyer and Seller agree that they will, and agree to cause their respective independent accountants and the Company to will cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum the estimated and final Closing Cash and Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03Sections 2.3 and 2.4, including including, without limitation the limitation, making available available, to the extent necessary of necessary, books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 As promptly as practicable, but no later than ninety (90) days of after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) Purchaser shall in good faith prepare cause to be prepared and deliver delivered to Seller a statement (a) the Closing Balance Sheet reflecting all Statement) setting forth in reasonable detail (i) a consolidated balance sheet items of the Company as of 12:01 AM on immediately prior to the Closing Date, Effective Time and without giving effect to any the Closing (the Closing Balance Sheet), which shall include a calculation of the transactions contemplated by this Agreement or any Closing Stockholders’ Equity, (ii) a calculation of the Ancillary Agreements MSA Adjustment Amount and (other than iii) based on the Closing Dividend provided for information described in Section 6.04clauses (i) and (b) ii), a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateAdjusted Purchase Price and the Adjustment Amount. The Closing Balance Sheet Statement shall (xA) be prepared by Purchaser in good faith in accordance with the Agreed Accounting Principles, (B) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or immediately prior to the Effective Time and without giving effect to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt or the declaration or payment of the Closing Balance Sheetdividend contemplated by Section 6.14, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records MSA Adjustment Amount and the like Adjusted Purchase Price and (C) include line items substantially consistent with those on the “Records”Audited Balance Sheet and the other information described in clauses (ii) and (biii) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalthis Section 2.5(a). (iib) If Seller disagrees with BuyerPurchaser’s calculation of Minimum Net Operating Working Capital the Adjusted Purchase Price and the Adjustment Amount as set forth on the Closing Statement delivered pursuant to Section 2.03(i2.5(a), Seller may, within 45 thirty (30) days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred Closing Statement delivered pursuant to in Section 2.03(i2.5(a), deliver a notice to Buyer disagreeing with Purchaser stating such calculation disagreement and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of the Adjusted Purchase Price and the Adjustment Amount, together with a detailed description of the nature of and basis for each of the disagreements. Seller may dispute items reflected on the Closing Statement only on the basis that such amountamounts were not determined in conformity with the provisions of this Agreement or the Agreed Accounting Principles or contain arithmetic error. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet Statement and the calculation of Minimum Net Operating Working Capital the Adjusted Purchase Price and the Adjustment Amount delivered pursuant to Section 2.03(i2.5(a). (iiic) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii2.5(b), the parties Purchaser and Seller shall, during the 45 fifteen (15) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount Adjusted Purchase Price and the Adjustment Amount; provided that the Adjusted Purchase Price shall not be less than the amount thereof that shown in BuyerPurchaser’s calculations delivered pursuant to Section 2.03(i), nor 2.5(a) or more than the amount thereof that shown in Seller’s calculation delivered pursuant to Section 2.03(ii2.5(b). If, after during such 45-day period, the parties Purchaser and Seller are unable to reach such agreement, either Buyer or Seller may they shall promptly thereafter cause an Deloitte & Touche LLP or such other independent accounting firm accountants of internationally recognized standing reasonably satisfactory to as Purchaser and Seller and Buyer may mutually agree (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their AffiliatesIndependent Accountants), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capitalthe Adjusted Purchase Price and the Adjustment Amount. In making such calculation, such independent accountants the Independent Accountants shall consider only those items or amounts in on the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as Statement delivered pursuant to which Section 2.5(a) that have been disputed by Seller has disagreedpursuant to Section 2.5(b). Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and BuyerIndependent Accountants shall, as promptly as practicablepracticable but in any event within thirty (30) days, deliver to Purchaser and Seller a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoPurchaser and Seller. The cost of such review and report shall be borne (a) by Buyer if Purchaser and Seller in proportion to the Minimum Net Operating Working Capital as determined by relative differences between the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerAdjusted Purchase Price that would have resulted from their respective calculations thereof. (ivd) The parties hereto Purchaser and Seller agree that they will, and agree to cause their respective independent accountants and the Company to and its Subsidiary to, cooperate and assist in the preparation of the Closing Balance Sheet Statement and the calculation of Minimum Net Operating Working Capital the Adjusted Purchase Price and the Adjustment Amount and in the conduct of the reviews referred to in this Section 2.032.5, including without limitation the making available during normal business hours, to the extent necessary of necessary, books, records, work papers and personnel.

Closing Balance Sheet. (i) Within 90 days of As soon as reasonably --------------------- practicable following the Closing Date, Buyer and in any event within one hundred thirty days (itself or through a firm of independent public accountants designated by Buyer130) days thereafter, the Company shall in good faith prepare and deliver to Seller (ai) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet reflecting all Sheet"), (ii) a consolidated balance sheet items of the Company as of 12:01 AM the close of business on the date immediately prior to the Closing Date, without giving effect to any (iii) a calculation of the transactions contemplated by this Agreement or any of "Closing Net Working Capital Amount", which shall equal the Ancillary Agreements (other than Net Working Capital Amount as reflected on the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Balance Sheet minus the Target Net Operating Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing DateDate minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date be prepared in accordance with GAAP and (y) be prepared in accordance on a basis consistent with accounting policies and practices used by the preparation of the Company on or prior to Financial Statements (except as specified in the Closing and set forth on Schedule 2.03definition of Interim Period EBITDA). Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in In order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii)the Actual Retention Bonuses, the parties shallActual Sales Bonuses and the Actual U.K. Funding Amount, during the 45 days following Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, books and records as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(ireasonably requested), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy extent reasonably related to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum the Closing Net Operating Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and in the conduct Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelsuch calculation).

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) The Buyer shall have the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect right to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or verify prior to the Closing the validity and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt enforceability of the Closing Balance SheetCompany's accounts receivable by mailing verification letters to any or all of the account debtors. If the Buyer concludes prior to the Closing, based on the responses to verification requests, that defenses to the validity and enforceability of any accounts receivable have been asserted, the Buyer shall, within 30 days may elect to require that such accounts receivable be transferred out of such request, provide (a) the Company to the Seller with such additional information, documents, records and prior to the like (the “Records”) and Closing. (b) Seller and its advisors and representatives access to Company personnel and Records (Promptly following the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)Closing, Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items enable Buyer to prepare or amounts in order cause to determinebe prepared, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and consistently applied, a consolidated balance sheet of Company as of the accounting policies and practices used by the Company opening of business on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussionsDate. Such independent accountants balance sheet prepared and finally determined as provided in this Section 2.2 is referred to herein as the "Closing Statement." Within 60 days following the Closing, Buyer shall deliver to Seller and Buyera final draft of the Closing Statement, together with its calculation of Net Worth (as promptly herein defined) as practicableof the opening of business on the Closing Date. For the purposes of this Agreement, a report Net Worth shall mean the consolidated assets of Company, less its consolidated liabilities, in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital each case as determined by the independent accountant is not revised in favor of the SellerGAAP consistently applied, (b) by Seller if the Minimum Net Operating Working Capital except as determined by the independent accountant is revised in favor of Seller and otherwise specified on Schedule 2.2 hereto. (c) otherwise equally by If Seller and Buyer. (iv) The parties hereto agree that they will, and agree shall have any objections to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and Statement or to the calculation of Minimum Net Operating Working Capital Worth, Buyer and Seller shall attempt in good faith to reach an agreement as to the conduct matter in dispute. If Buyer and Seller shall have failed to resolve such disputed matter within twenty (20) business days after receipt of notice of such objection, then any such disputed matter may, at the reviews referred instance of Buyer or Seller, be submitted to and determined by an accounting firm that is independent from Buyer and Seller and is reasonably acceptable to Buyer and Seller. The fees and expenses of any such accounting firm incurred in resolving the disputed matter shall be equitably apportioned by such accountant based upon the extent to which Buyer or Seller are determined by such accountants to be the prevailing party. The definitive Closing Statement and calculation of Net Worth shall, after resolution of any disputes pursuant to this Section 2.032.2, including without limitation be verified by the making available to Auditors and/or such accounting firm, as appropriate, as in accordance with the extent necessary requirements of booksthis Section 2.2 and shall be final, records, work papers binding and personnelconclusive on all parties hereto.

Closing Balance Sheet. (ia) Within 90 No later than ninety (90) days of after the Closing Date, Buyer shall (itself i) prepare or through cause to be prepared a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM the close of business on November 8, 2005 (the “Closing Balance Sheet”) as well as a calculation, based on the Closing DateBalance Sheet, without giving effect of Actual Net Working Capital, Actual Indebtedness and Actual Cash, and (ii) deliver to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than Sellers’ Agent the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed Balance Sheet, as well as the calculation of Minimum Actual Net Operating Working Capital as Capital, Actual Indebtedness, Actual Cash and the adjustments, if any, required to be made to the Estimated Purchase Price pursuant to Section 2.7 (the “Schedule of the Closing DateAdjustments”). The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with conformity with, and using the same accounting policies principles and practices used by methodologies as the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and Historical Statements. (b) Seller and its advisors and representatives access to Company personnel and Records Sellers’ Agent will have a period of thirty (30) days following the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation delivery of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation Schedule of Minimum Net Operating Working Capital delivered pursuant Adjustments to Section 2.03(i). (iii) If a notice notify Buyer of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship disagreements with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or the Schedule of Adjustments, it being understood that Sellers’ Agent may object to the calculations reflected therein, but only on the basis that such calculations were not made in accordance with this Agreement. Any such notice shall be accompanied by supporting documentation containing reasonable detail. Failure to notify Buyer within such 30-day period shall be deemed acceptance of the Closing Balance Sheet and the Schedule of Adjustments. In the event Sellers’ Agent timely notify Buyer of any disagreement, Buyer and Sellers’ Agent will attempt in good faith to resolve such disagreement. If within thirty (30) days after delivery to Buyer of the notification by Sellers’ Agent of a disagreement, they are unable to resolve such disagreement, either Buyer’s calculation , on the one hand, or Sellers’ Agent, on the other hand, shall have the right to submit the determination of Minimum Net Operating Working Capital such matter to an independent accountant of national standing reasonably acceptable to Buyer and Sellers’ Agent (the “Independent Auditor”), whose decision shall be binding on the parties. The Independent Accountant shall be acting as an arbitrator and not as an auditor and shall decide only those issues as to which Seller has disagreed. Such independent accountants shall provide such calculation the parties are not in agreement on the grounds that the Closing Date Balance Sheet and/or the Schedule of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used Adjustment delivered by the Company on pursuant to Section 2.8(a) was not prepared conformity with principles used in the preparation of the Historical Statements or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretocontained computational errors. The cost of such review and report the Independent Auditor shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined paid by the independent accountant is not revised in favor party whose aggregate estimate of the Sellerdisputed amount or amounts, (b) by Seller as the case may be, differs most greatly from the determination of the Independent Auditor. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.8 shall be the exclusive mechanism for resolving disputes regarding all adjustments, if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and any, pursuant to Section 2.8. (c) otherwise equally by Seller Buyer shall provide Sellers’ Agent and Buyer. (iv) The parties hereto agree that they will, its accountants with reasonable access to all books and agree records and working papers and to cause their respective independent accountants personnel of Buyer and the Company to cooperate the extent necessary to enable Sellers’ Agent and assist in its accountants to review the preparation of the Closing Balance Sheet and the calculation Schedule of Minimum Net Operating Working Capital Adjustments, subject to Sellers’ Agent and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelits accountants executing standard confidentiality agreements.

Closing Balance Sheet. (ia) Within 90 days of As promptly as practicable following the Closing Date, but in no event later than one hundred twenty (120) days after the Closing Date (although the failure to meet such deadline shall not result in a penalty or loss), Buyer shall cause to be prepared, at Buyer's expense and in good faith, and submit to Sellers an audited balance sheet of the Company as of the opening of business on the Closing Date (itself the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by Cherry, Bekaert & Holland, L.L.P. (the "Accountant") in accordance with generally accepted accounting principles consistent in all respects (including, without limitation, classification and presentation of line items) with past practices, so long as such practices have been in accordance with generally accepted accounting principles (the "Accounting Principles"), provided, that the Closing Balance Sheet shall not include or through reflect any impact from the (i) Excluded Assets, (ii) Excluded Liabilities, (iii) any impact that might otherwise result from the allocation of the Purchase Price under Sections 2.8 and 7.9, (iv) the Defined Benefit Plan, and (v) any related Income Tax effect as a result of any of the foregoing. (b) In the event Sellers dispute the Closing Balance Sheet as delivered by Buyer, Sellers shall provide written notice (a "Notice of Dispute") specifying in reasonable detail all points of disagreement with the Closing Balance Sheet to Buyer within thirty (30) days after receipt of the Closing Balance Sheet. If Sellers fail to deliver a Notice of Dispute within such 30-day period, then the Closing Balance Sheet as delivered by Buyer shall be used for purposes of Section 2.7. If Sellers deliver a Notice of Dispute within such 30-day period, Buyer and Sellers shall endeavor in good faith to resolve all specified points of disagreement within thirty (30) days after Seller's receipt of Buyer's Notice of Dispute. If the dispute is not resolved within such 30-day period, Buyer or the Sellers may refer the dispute for arbitration to a partner in a firm of independent public accountants designated who employ in excess of one hundred (100) certified public accountants (which firm shall not then have, nor within the past three (3) years have had, any relationship with Buyer or its Affiliates or the Sellers or their Affiliates) as shall be mutually acceptable to Buyer and the Sellers (the "Arbitrator"), as arbitrator to finally determine, as soon as practicable, all points of disagreement with respect to the Closing Balance Sheet. For purposes of such arbitration, each Party shall submit a proposed Closing Balance Sheet to the Arbitrator and to the other Party, accompanied by Buyer) shall in good faith prepare and deliver such additional information explaining such Party's position with respect to Seller (a) the Closing Balance Sheet reflecting all balance sheet items as it (they) desires to submit. Each Party shall, at the time of the Company as of 12:01 AM on the Closing Datesuch submission, without giving effect be free to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for revise positions they have maintained in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as prior drafts of the Closing DateBalance Sheet and related discussions, but the Parties shall not be permitted to further modify their proposed Closing Balance Sheet once these are submitted to the Arbitrator. Buyer shall submit any revised Closing Balance Sheet no later than twenty (20) days after such referral. Sellers shall have thirty (30) days after such referral to submit their revised Closing Balance Sheet in response. The Arbitrator shall apply the terms of this Section 2.6, and shall otherwise conduct the arbitration under such procedures as the Parties may agree or, failing such agreement, under the Commercial Arbitration Rules of the American Arbitration Association. The fees and expenses of the arbitration and the Arbitrator incurred in connection with the arbitration of the Closing Balance Sheet shall (x) fairly present be allocated between the consolidated financial position of Parties by the Company and its consolidated subsidiaries as of 12:01 AM Arbitrator in proportion to the extent either Party did not prevail on the Closing Date points of disagreement in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet; provided, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2.6, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and other Party's outside counsel or accounting fees. All determinations by the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller Arbitrator shall be deemed final, conclusive and binding with respect to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation allocation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)arbitration fees and expenses. (iiic) If a notice Buyer agrees to cooperate with Sellers in attempting to resolve any points of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.032.6(b), including without limitation the limitation, making reasonably available to Sellers to the extent necessary of reasonably requested all books, records, work papers and personnel; provided, however, that Sellers will conduct their work in a manner that does not unreasonably interfere with or disrupt the conduct of the Business by the Company after the Closing.

Closing Balance Sheet. (i) Within 90 forty-five (45) days of after the Closing Date, Buyer (itself PainCare or through a firm of independent public accountants designated by Buyer) shall in good faith its Affiliate will prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Shareholder a balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of day immediately preceding the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date Statutory Merger Time prepared in accordance with GAAP and (ythe “Closing Balance Sheet”). Within ten (10) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 business days of receipt after PainCare’s delivery of the Closing Balance SheetSheet to the Shareholder, the Buyer Shareholder shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation and setting forth PainCare, either accept the Closing Balance Sheet or describe in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as any proposed adjustments to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant reasons therefore, including pertinent calculations. If the Shareholder fails to Section 2.03(i). (iii) If a deliver notice of disagreement shall be duly delivered by Seller acceptance or objection to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following Closing Balance Sheet within such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-ten (10) business day period, the parties are unable Shareholder shall be deemed to reach such agreementhave accepted the Closing Balance Sheet. Except in the case of a dispute with respect to the Closing Balance Sheet, either Buyer or Seller may thereafter cause an independent accounting firm within ten (10) business days after delivery of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant that the Parties shall mutually select, for computation or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital verification in accordance with GAAP the provisions of this Agreement, and the accounting policies and practices used Net Equity Adjustment shall be paid by the Company on Shareholder to PainCare within ten (10) business days after receipt of the accountant’s computation or prior to verification. The computation or verification made by the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoParties, and there shall be no right of appeal from such decision. The cost of accountant’s fees and expenses for such review and report disputed determination shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined Party whose determination has been modified by the independent accountant is revised or, if all Parties’ determinations have been modified by the accountant, by all Parties in favor of Seller and proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 4.3 shall bear interest at eight percent (c8%) otherwise equally by Seller and Buyerper annum from the Adjustment Payment Date. (ivii) If the final Closing Balance Sheet reflects Cash of the Company that is less than Ten Thousand Dollars ($10,000)] (the “Required Cash”), or Net Shareholder’s Equity (as defined below) of the Company that is less than Ten Thousand Dollars ($10,000)] (“Agreed Net Equity”), then the Shareholder shall pay to PainCare a “Net Equity Adjustment” equal to the sum of: (A) The parties hereto agree that they will, and agree to cause their respective independent accountants and remainder (not less than zero) obtained by subtracting the Company to cooperate and assist in the preparation of cash reflected on the Closing Balance Sheet and from the calculation of Minimum Required Cash; and (B) The remainder (not less than zero) obtained by subtracting (A) the “Net Operating Working Capital and in Shareholder’s Equity,” as hereinafter defined, from (B) the conduct of remainder obtained by subtracting the reviews referred to in this Section 2.03, including without limitation Required Cash from the making available to the extent necessary of books, records, work papers and personnel.Agreed Net Equity. “

Closing Balance Sheet. (ia) Within 90 days of As promptly as practicable after the Closing Date, Buyer the Sellers’ Committee will cause a balance sheet of Stealth as at the close of business on the Closing Date together with the notes thereto (itself or through a firm of independent public as may be revised by the Sellers’ Committee’s accountants designated (which may be the accountants engaged by BuyerStealth prior to the Closing), the “Preliminary Closing Balance Sheet”) shall in good faith prepare to be prepared, will cause such accountants to review (and deliver to Seller (arevise if necessary) the Preliminary Closing Balance Sheet reflecting all balance sheet items and to prepare a report based on such Preliminary Closing Balance Sheet, as so reviewed, setting forth its calculation of the Company net worth (i.e., total assets minus total liabilities) of Stealth (“Closing Net Worth”) as of 12:01 AM the close of business on the Closing Date as shown on the Preliminary Closing Balance Sheet, excluding the effect of (i) any act or transaction after the Closing not in the ordinary course of business of Stealth, and (ii) any application of so-called “push down” and purchase accounting to the transactions contemplated hereby. As promptly as practicable, but no later than sixty (60) days after the Closing Date, without giving effect to any the Sellers’ Committee will cause the Preliminary Closing Balance Sheet together with the report of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than Sellers’ Committee’s accountants as to the Closing Dividend provided for in Section 6.04Net Worth to be delivered to the Buyer. Subject to the provisions of clauses (i) and (bii) a reasonably detailed calculation of Minimum Net Operating Working Capital as of immediately above, the Closing Date. The Preliminary Closing Balance Sheet shall will (x) fairly present in all material respects the consolidated financial position of Stealth as at the Company and its consolidated subsidiaries as close of 12:01 AM business on the Closing Date in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a basis consistent with those used in the preparation of the Unaudited Balance Sheet (as defined in Section 2.5 below) as revised pursuant to Section 1.6 below, (y) include line items substantially consistent with those in the Unaudited Balance Sheet, and (yz) be prepared in accordance with accounting policies and practices consistent with those used by in the Company preparation of the Unaudited Balance Sheet; provided the Preliminary Closing Balance Sheet may include line items in respect of tax refunds, including in respect of tax refunds due for periods ending on or prior to before the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt date of the Closing Unaudited Balance Sheet, the Buyer shall, within 30 days regardless of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items any omission or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement understatement thereof on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Unaudited Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoSheet. The cost of such review and report the preparation of the Preliminary Closing Balance Sheet shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined equally by the independent accountant is not revised in favor of Buyer and the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerSellers. (ivb) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to will cooperate and assist in the preparation of the Preliminary Closing Balance Sheet and the calculation of Minimum the Closing Net Operating Working Capital Worth and in the conduct of the reviews review referred to in this Section 2.031.5, including without limitation the making available to the extent necessary of books, records, work papers and personnel. (c) The Buyer may dispute any amounts relating to the Closing Net Worth reflected on (including any amounts omitted from) the Preliminary Closing Balance Sheet; provided, however, that the Buyer shall have notified the Sellers’ Committee in writing (the “Dispute Notice”) of the disputed items within 60 calendar days of the delivery to the Buyer of the Preliminary Closing Balance Sheet, and shall have set forth, in such written notice, (i) the amount in dispute for each such item and (ii) the basis, in reasonable detail, for each such dispute. Whenever used in this Agreement, the term accounting practices includes accounting methods and policies. (d) The Buyer’s accountants and the Sellers’ Committee’s accountants shall attempt to reconcile any items timely raised in the Dispute Notice. Any written resolution by such accountants of any such disputed amounts shall be final, binding and conclusive on the parties. If any such written resolution by such accountants does not resolve all such disputed items raised by the Buyer in the Dispute Notice permitted to be raised by Section 1.5(c) within 10 calendar days after receipt by the Seller’s Committee of the Buyer’s Dispute Notice, the items timely raised in the Dispute Notice by the Buyer permitted to be raised by Section 1.5(c) that remain in dispute (the “Remaining Disputed Items”) shall be submitted for resolution to an Independent Accounting Firm. “Independent Accounting Firm” means an accounting firm mutually appointed by the Sellers’ Committee and the Buyer, preferably one of national reputation. Prior to its engagement, the Independent Accounting Firm shall agree to (i) resolve any Remaining Disputed Items and no others; and (ii) state in its written report referred to below that, in its good faith judgment, it has resolved all Remaining Disputed Items in accordance with the provisions of this Section 1.5. The written report of the Independent Accounting Firm shall be final, binding and conclusive on the Buyer and the Sellers. The Independent Accounting Firm shall have the privileges and immunities of arbitrators and shall act in the capacity as arbitrators in connection with the undertakings described above in this Section 1.5(d). The fees and disbursements of the Independent Account Firm shall be allocated between the Buyer and the Sellers in the proportion that the amounts submitted to the Independent Account Firm that are unsuccessfully disputed (as finally determined by the Independent Account Firm) by each such party bears to the total disputed items so submitted.

Closing Balance Sheet. (ia) Within 90 days of As promptly as practicable following the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall but in good faith no event more than 90 days following the Closing Date, Purchaser will prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Sellers a pro forma balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Acquired Business as of the Closing DateDate (the “Closing Date Balance Sheet”) setting forth the assets and liabilities that were transferred to Purchaser directly or indirectly at the Closing. The Except as set forth in Exhibit 2.10, the Closing Date Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by GAAP applied on a basis consistent with the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt preparation of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide Sheets (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent but if any accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices convention used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Balance Sheets is inconsistent with GAAP, GAAP shall prevail), as if the Closing Date were the end of a fiscal year and as if the Closing Date Balance Sheet were the balance sheet of a Person whose only assets and liabilities were the assets and liabilities that were transferred to Purchaser directly or indirectly at the Closing. The Closing Date Balance Sheet shall be accompanied by a calculation of Minimum Net Operating the Closing Date Working Capital (the “Statement of Working Capital”) and a calculation of the Closing Date Indebtedness (the “Statement of Indebtedness”). For this purpose, (i) “Closing Date Working Capital” shall be calculated in accordance with Exhibit 2.10 and (ii) “Closing Date Indebtedness” means (x) the OpCo Note Balance plus (y) the aggregate outstanding balance immediately following the Closing of all other Indebtedness of the Sold Subsidiaries and of all other Indebtedness included in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelAssumed Liabilities.

Closing Balance Sheet. (ia) Within 90 days of As promptly as practicable after the Closing Date, Buyer but no later than thirty (itself or through a firm of independent public accountants designated by Buyer30) shall in good faith prepare and deliver to Seller (a) days after the Closing Date, Parent will cause the Closing Balance Sheet reflecting all balance sheet items to be prepared and will prepare a certificate based on such Closing Balance Sheet setting forth its calculation of Closing Working Capital and the Company basis therefor. As promptly as of 12:01 AM on practicable, but no later than thirty (30) days after the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than Parent will cause the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet together with its certificate to be delivered to Hill. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as at the close of 12:01 AM business on the Closing Date in accordance with GAAP generally accepted accounting principles applied on a basis consistent with those used in the preparation of the Balance Sheet, (y) include line items substantially consistent with those in the Balance Sheet, and (yz) be prepared in accordance with accounting policies and practices consistent with those used by in the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt preparation of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and . (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s If Hill disagrees with Parent's calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Closing Working Capital delivered pursuant to Section 2.03(i2.03(a), Seller he may, within 45 ten (10) days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period documents referred to in Section 2.03(i2.03(a), deliver a notice to Buyer Parent disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s his calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller Hill disagrees, and Seller Hill shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Closing Working Capital delivered pursuant to Section 2.03(i2.03(a). (iiic) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii2.03(b), the parties shall, during the 45 ten (10) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Closing Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s Parent's calculations delivered pursuant to Section 2.03(i), 2.03(a) nor more than the amount thereof shown in Seller’s Hill's calculation delivered pursuant to Section 2.03(ii2.03(b). If, after during such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may they shall promptly thereafter cause an independent accounting firm accountants of internationally nationally recognized standing reasonably satisfactory to Seller Hill and Buyer Parent (who shall not have any material relationship with the Seller, the Company, Hill or the Buyer or any other of their AffiliatesParent), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Closing Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s Parent's calculation of Minimum Net Operating Closing Working Capital as to which Seller Hill has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller Hill and BuyerParent, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (ai) by Buyer Parent if the Minimum Net Operating difference between Final Working Capital and Closing Working Capital as determined by set forth in Parent's calculation of Closing Working Capital delivered pursuant to Section 2.03(a) is greater than the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating difference between Final Working Capital and Closing Working Capital as determined set forth in Hill's calculation of Closing Working Capital delivered pursuant to Section 2.03(b), (ii) by Hill if the independent accountant first such difference is revised in favor of Seller less than the second such difference and (ciii) otherwise equally by Seller Hill and BuyerParent. (ivd) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Closing Working Capital and in the conduct of the audits and reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) The Purchaser shall cause to be prepared the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any Date (the "CLOSING BALANCE Sheet"). No later than the later of (i) sixty (60) days following the Closing Date and (ii) ten (10) days following the Purchaser's receipt of the transactions contemplated by this Agreement or any audited financial statements as of and for the twelve (12) month period ended September 27, 2003, Purchaser shall deliver the Closing Balance Sheet to Seller, which Closing Balance Sheet shall be prepared and presented consistent with GAAP, applied on a consistent basis with the preparation of the Ancillary Agreements Financial Statements (other than the Closing Dividend provided for as defined in Section 6.04) 2.6), and (b) which shall be accompanied by a reasonably detailed statement documenting the calculation of Minimum Net Operating the Working Capital as of the Closing Date("WORKING CAPITAL CALCULATION STATEMENT"). The Closing Balance Sheet shall and Working Capital Calculation Statement may be reviewed, at the option of Seller, by Deloitte & Touche LLP, independent public accountants of Seller (x) fairly present the consolidated financial position "SELLER'S AUDITOR"), who will be afforded full access to all books and records of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and Company. (yb) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Unless Seller which request shall be made within 45 days of receipt of disputes the Closing Balance Sheet, Sheet or the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered Calculation Statement pursuant to this Section 2.03(i1.5(b), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Calculation Statement delivered pursuant by Purchaser to Section 2.03(i). (iii) If a notice of disagreement Seller shall be duly delivered by final, binding and conclusive on Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii)and Purchaser. If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have dispute any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in item shown on the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating the Working Capital as Calculation Statement by sending written notice (a "DISPUTE NOTICE") to which Seller has disagreed. Such independent accountants shall provide such calculation Purchaser within thirty (30) days of Minimum Net Operating the receipt of the Closing Balance Sheet and Working Capital in accordance with GAAP and the accounting policies and practices used by the Company Calculation Statement. The Dispute Notice shall identify each disputed item on or prior to the Closing Balance Sheet or the Working Capital Calculation Statement, as applicable, specify the amount of such dispute and set forth on Schedule 2.03the basis for such dispute. Correspondence with In the independent accountant event of such a dispute, Seller and Purchaser shall attempt in good faith to resolve their differences, and any resolution by them as to any disputed items shall be in writingfinal, with a copy to the binding and conclusive on Seller or Buyer, as applicableand Purchaser. If correspondence is verbal, both of Seller and Buyer Purchaser are unable to reach a resolution of all of their differences within thirty (30) days after Seller delivers the Dispute Notice to Seller, then Seller and Purchaser shall promptly submit any remaining disputed items to PricewaterhouseCoopers or their representatives must be present during such verbal discussions. Such independent accountants shall deliver any other accounting firm of international reputation mutually acceptable to Seller and BuyerPurchaser (the "INDEPENDENT ACCOUNTING FIRM"). If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (i) each party will furnish to the Independent Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss the resolution of the disputed items with the Independent Accounting Firm; (ii) each party will use its good faith best efforts to work with the other parties and the Independent Accounting Firm to resolve the disputed items within forty-five (45) days after the submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Independent Accounting Firm, as promptly as practicableset forth in a written notice to Seller and Purchaser, a report in reasonable detail setting forth such calculation. Such report shall be final final, binding and binding upon conclusive on Seller and Purchaser; and (iv) the parties hereto. The cost fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser so that Seller pays for the percentage of such review fees and report shall be borne disbursements equal to the ratio that the amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by Seller (a) by Buyer if the Minimum Net Operating Working Capital as finally determined by the independent accountant is not revised in favor Independent Accounting Firm) bears to the total amount of all disputed items submitted to the SellerIndependent Accounting Firm, (b) by Seller if and Purchaser shall pay the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor balance of Seller such fees and disbursements. (c) otherwise equally by The Closing Balance Sheet and the Working Capital Calculation Statement shall be deemed to be final, binding and conclusive on Seller and Buyer. Purchaser upon the earliest of (ivi) The parties hereto agree that they will, and agree the failure of Seller to cause their respective independent accountants and notify Purchaser of a dispute within thirty (30) days after the Company to cooperate and assist in the preparation receipt of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Calculation Statement; (ii) the resolution of all disputes by Seller and in Purchaser; and (iii) the resolution of all disputes by the Independent Accounting Firm. (d) Seller and Purchaser shall use commercially reasonable efforts to cause the Independent Firm to render its decision as soon as is reasonably practicable, including, without limitation, prompt compliance with all reasonable requests by the Independent Firm for information, papers, books, records and the like; provided that Seller and Purchaser agree that the purpose of retention of the Independent Firm shall not include the conduct of its own independent audit of the reviews referred Closing Balance Sheet, but rather shall be limited to in resolving the issues presented to it and matters related thereto. All decisions of the Independent Firm with respect to the Closing Balance Sheet and the Working Capital Calculation Statement shall be final and binding upon both Seller and Purchaser. (e) The payment of any adjustment to the Initial Purchase Price required to be made pursuant to this Section 2.031.5 shall be made by Purchaser or Seller, including without limitation as applicable, in immediately available funds by wire transfer to an account or accounts specified in writing by Purchaser or Seller within two (2) business days after the making available to the extent necessary of books, records, work papers final and personnelbinding Closing Balance Sheet and Working Capital Calculation Statement become available.

Closing Balance Sheet. (i) Within 90 As soon as practicable but no later than 45 days of following the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) the Company shall in good faith prepare and deliver to Seller ▇▇▇▇▇▇▇ a balance sheet (athe "Closing Balance Sheet") for the Company dated as of the close of business the day prior to the date of Closing (the "Closing Balance Sheet reflecting all balance sheet items Date"), which Closing Balance Sheet shall be prepared by the Company and reviewed by the Company's certified public accountants (the "Company Accountants") and shall set forth the assets and liabilities of the Company as of 12:01 AM the close of business on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Balance Sheet Date. The Closing Balance Sheet shall (x) present fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date Balance Sheet Date, in accordance with GAAP and on a basis consistent with the presentation of the Interim Balance Sheet (ythe "Interim Financial Statement Standards"). (i) be If ▇▇▇▇▇▇▇ determines to dispute in good faith that the Closing Balance sheet has not been prepared in accordance with accounting policies and practices used by the Company on or prior Interim Financial Statement Standards, ▇▇▇▇▇▇▇ shall notify the Shareholder's Representative in writing thereof (the "▇▇▇▇▇▇▇ Notice") within 14 days after delivery to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt ▇▇▇▇▇▇▇ of the Closing Balance SheetSheet (the "Notice Period"). The ▇▇▇▇▇▇▇ Notice shall set forth in reasonable detail the alleged non-conformance and the amount(s) being disputed. If ▇▇▇▇▇▇▇ does not deliver the ▇▇▇▇▇▇▇ Notice within the Notice Period, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records Closing Balance Sheet shall become final and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalbinding upon all parties. (ii) If Seller disagrees the ▇▇▇▇▇▇▇ Notice is delivered within the Notice Period, the Shareholders' Representative and ▇▇▇▇▇▇▇ shall attempt in good faith to resolve all dispute(s). If ▇▇▇▇▇▇▇ and the Shareholders are unable to resolve any disputed item within 14 days after receipt of the ▇▇▇▇▇▇▇ Notice, such disputed item(s), together with Buyer’s each party's calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Company's Working Capital, which amount shall not be less than the amount thereof shown Total Assets and Net Shareholders' Capital (in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyereach case, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, defined below) as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet Date, shall be submitted to a nationally recognized "Big Five" accounting firm or its successor (other than the Company's or ▇▇▇▇▇▇▇'▇ regular auditors or their successors) chosen by lot, which accounting firm shall be instructed to arbitrate such disputed item(s) and determine the Company's Working Capital, Total Assets and Net Shareholders' Capital as of the Closing Balance Sheet Date. The resolution of disputes by the accounting firm so selected shall be set forth in writing and shall be conclusive and binding upon all parties and adjustment may be entered thereon by any court having jurisdiction over the parties. The costs of such resolution by such accounting firm multiplied by the percentage (not to exceed 100%) calculated as the amount of the actual adjustment divided by the amount disputed by ▇▇▇▇▇▇▇ shall be borne by the Shareholders, in proportion to their respective Pro Rata Percentages, on the one hand, and the balance, if any, by ▇▇▇▇▇▇▇, on the other hand. (A) The term "Working Capital" means the excess of the Company's current assets over its current liabilities as of the Closing Balance Sheet Date, calculated in accordance with the Interim Financial Statement Standards, all as finally determined in accordance with this Section 2.6(a); provided, however, that the calculation of Minimum Net Operating the amount of Working Capital shall not include or otherwise account for (i) the expenses and in the conduct fees of the reviews referred to Company incurred or accrued in this Section 2.03, including without limitation connection with the making available Acquisition pursuant to the extent necessary provisions of booksSection 6.11 hereof, records, work papers which expenses and personnelfees are to remain a post- closing obligation of the Company or (ii) any reclassification of a liability described as a Deferred Compensation Payable from a Long-Term Liability to a Current Liabilty and any related assets from Other Assets to Current Assets (as each such term is set forth on the Interim Balance Sheet).

Closing Balance Sheet. Within sixty (i60) Within 90 days of after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) Seller shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Buyer, a consolidated pro forma balance sheet items of the Company Business as of 12:01 AM the close of business on the Closing Date. Such balance sheet (the "Closing Balance Sheet") shall be prepared consistently with the September 30, without giving effect 2000 Balance Sheet included as part of Schedule 5.11; provided that such Closing Balance Sheet shall not include (x) 19 <PAGE> any accounts receivables or other rights to receive payments other than the Accounts Receivable; or (y) any of liabilities resulting from Seller's failure to fulfill its obligations under Section 7.6 to operate the transactions contemplated by Business in the ordinary course between the Effective Date and the Closing Date, except to the extent that such liabilities have been disclosed in this Agreement or any of are otherwise disclosed, reflected or reserved against on the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet. The Closing Balance Sheet shall (x) fairly present not include any cash balance for EasyLink UK and, notwithstanding anything contained herein to the consolidated financial position of contrary, Seller shall have the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or right to remove all cash from EasyLink UK prior to the Closing Closing; provided that during the period from the Effective Date through the Closing, EasyLink UK shall continue to pay its debts and set forth on Schedule 2.03obligations in all material respects in a manner that is consistent with past practices. Upon request of Seller which request shall be made within 45 Buyer will have thirty (30) days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in review the Closing Balance Sheet and raise any objections that the calculation Closing Balance Sheet was not prepared in accordance with the requirements set forth in this Section 7.16, by delivering a written notice to Seller of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If such objection, which notice shall provide a detailed explanation of the reasons for Buyer's objection. In the event no such notice of disagreement shall be duly delivered is received by Seller to Buyer pursuant to Section 2.03(ii)within such thirty-day-period, the parties shall, during Closing Balance Sheet will be deemed final. In the 45 days following event that Seller does receive such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after notice within such 45thirty-day period, Buyer and Seller will act in good faith to resolve any differences or disputes (including, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm case of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, providing such information as is reasonably requested by Buyer to document items reflected on the Company, or the Buyer or any other of their Affiliates), promptly Closing Balance Sheet) with respect to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or within thirty days following Seller's receipt of Buyer’s calculation 's notice of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyerobjection hereunder. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 days Purchasers shall prepare a consolidated balance sheet of the Business conveyed as of the Closing DateDate (the “Closing Balance Sheet”), Buyer and shall deliver such Closing Balance Sheet to Sellers not later than sixty (itself or through 60) days after the Closing. The Closing Balance Sheet shall be prepared in accordance with GAAP and audited by Purchasers’ independent auditors (“Purchasers’ Accountant”), it being understood and agreed that such audit may include, at the request of Purchasers’ Accountant, a firm recount and/or revaluation of independent public accountants designated by Buyer) shall the Inventory in good faith prepare and deliver to Seller (a) accordance with Section 3.2. Accompanying the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on shall be a schedule prepared by Purchasers consistent with the Closing Date, without giving effect to any of Balance Sheet setting forth the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present and the consolidated financial position of the Company and its consolidated subsidiaries Net Working Capital as of 12:01 AM on the Closing Date shall be prepared and calculated in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and procedures set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and in Section 3.3. (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the The Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement based on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final conclusive and binding upon the parties heretohereto unless Sellers object in writing to any item or items shown thereon or omitted therefrom within twenty (20) Business Days after delivery thereof to Sellers. If Sellers shall have timely delivered to Purchasers a notice disputing one or more such items, specifying in reasonable detail each of Sellers’ objections, the parties shall each use commercially reasonable efforts through authorized officers to resolve the objections in good faith. If no resolution is reached within twenty (20) Business Days after the notice of objection is given, then the issues that remain in dispute shall be promptly submitted to Deloitte & Touche LLP or, if such firm does not accept the engagement to make such determination, another nationally recognized independent accounting firm to be agreed upon by the parties hereto (the “Independent Accountant”) for review and resolution. The cost of Independent Accountant shall determine all items in dispute and deliver its written report thereon to the parties within twenty (20) Business Days after such review dispute is submitted to it, and such written report shall be borne conclusive and binding upon the parties (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor absent manifest error). The fees and expenses of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise Independent Accountant shall be shared equally by Seller Purchasers and BuyerSellers. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) As promptly as practicable, but in any event not later than 20 calendar days, after the Determination Date, Company will cause to be prepared and delivered to each of Ernst &Young LLP (Nashville) (“E&Y”) and Parent the consolidated balance sheet of Company as of the Determination Date (the “Closing Balance Sheet”) and the Adjusted Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Datedefined below). The Closing Balance Sheet shall (x) fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Determination Date and be prepared in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used applied on a basis consistent with the preparation of the Balance Sheet. The Adjusted Closing Balance Sheet (the “Adjusted Closing Balance Sheet”) shall be the Closing Balance Sheet adjusted in the manner described on Exhibit B (the “Adjustments”), which includes a sample of the Adjusted Closing Balance Sheet as if the Closing had occurred on July 31, 2004. The Closing Balance Sheet and the Adjusted Closing Balance Sheet shall both include line items consistent with those in the Balance Sheet and (other than as required by the Adjustments). At such time as Company on or prior to delivers the Closing Balance Sheet and Adjusted Closing Balance Sheet, it shall also deliver to E&Y its preliminary determination of the Merger Consideration (the “Preliminary Determination of Merger Consideration”). (b) E&Y thereafter shall perform the procedures set forth on Schedule 2.03. Exhibit C (the “Agreed-Upon request of Seller which request shall be made within 45 days of receipt of Procedures”) with respect to the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Adjusted Closing Balance Sheet and the calculation Preliminary Determination of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii)Merger Consideration. E&Y, the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-second business day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writingDate, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller Company and BuyerParent the Agreed-Upon Procedures Report referred to in Exhibit C regarding the Closing Balance Sheet, the Adjusted Closing Balance Sheet, and the Preliminary Determination of Merger Consideration (such Closing Balance Sheet, Adjusted Closing Balance Sheet and Preliminary Determination of Merger Consideration as promptly as practicableadjusted pursuant to any findings of the Agreed-Upon Procedures Report, a report in reasonable detail setting forth such calculationthe “Final Closing Balance Sheet”, “Final Adjusted Closing Balance Sheet” and “Final Merger Consideration”, respectively). Such report Absent manifest error, the Final Merger Consideration shall be final and binding upon on Company and Parent; provided that if the parties hereto. The cost sale of the equity interests of one of the Company Subsidiaries in Morningside of Albany Company (the “Albany Sale”) occurs after the delivery by Company to E&Y of its preliminary determination of Merger Consideration pursuant to Section 3.10(a) and prior to the Effective Time (and the net proceeds therefrom have not been included in the determination of Final Merger Consideration as described in the Agreed-Upon Procedures Report), then the Final Merger Consideration shall be increased by the amount of net proceeds from such sale and provided further that, to the extent that the aggregate amount of Final Company Transaction Costs differs from the aggregate amount of Company Transaction Costs reflected in the Adjusted Closing Balance Sheet (such corresponding amount, the “Preliminary Company Transaction Costs”), then the Final Merger Consideration shall be increased if the Preliminary Company Transaction Costs exceed the Final Company Transaction Costs, or decreased if the Final Company Transaction Costs exceed the Preliminary Company Transaction Costs, in each case by the amount of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and difference. (c) otherwise equally by Seller Parent and Buyer. (iv) The parties hereto Company agree that they will, and agree Company agrees to cause their respective independent accountants and the each Company to Subsidiary to, cooperate with and assist E&Y in performing the preparation of Agreed-Upon Procedures with respect to the Closing Balance Sheet Sheet, the Adjusted Closing Balance Sheet, and the calculation Preliminary Determination of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03Merger Consideration, including without limitation the making available to the extent necessary of books, records, work papers and personnelpersonnel of Company and the Company Subsidiaries.

Closing Balance Sheet. (i) Within 90 days of a As promptly as practicable, but no later than 60 days, after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare will cause to be prepared and deliver delivered to Seller the combined balance sheet of Reseller Network as of the Closing Date (athe "Closing Balance Sheet") and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of Closing Net Liabilities Assumed. Buyer will, and will request its independent accountants to, make available to Seller copies of all customary accounting workpapers in their respective possession that were prepared in connection with the preparation of the Closing Balance Sheet reflecting all balance sheet items and the calculation of Closing Net Liabilities Assumed. As used herein, "Closing Net Liabilities Assumed" means the net liabilities of Reseller Network as of the Company as close of 12:01 AM business on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than which net liabilities shall be calculated based on the Closing Dividend provided for Balance Sheet and in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Datemanner set forth in Schedule 2.04. The Closing Balance Sheet shall (x) fairly present the consolidated combined financial position of Reseller Network as at the Company and its consolidated subsidiaries as close of 12:01 AM business on the Closing Date in accordance with GAAP and (y) be prepared in accordance generally accepted accounting principles applied on a basis consistent with accounting policies and practices those used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Balance Sheet, (y) include line items (including the constituent components thereof) consistent with those in the Balance Sheet and (z) be subject to adjustment as set forth on Schedule 2.04. The Closing Balance Sheet and (i) shall not reflect any accruals for the calculation disposal of Minimum Net Operating Working Capital and leases of real property, for severance payments or obligations made or incurred pursuant to agreements or arrangements disclosed in the conduct Schedule 3.09(k) of the reviews Seller Disclosure Letter or otherwise approved by Buyer, or for obligations with respect to the Indemnity Agreement with ITT Hartford referred to in this Section 2.03the letter agreement dated February 9, including without limitation the making available to the extent necessary of books1996 between Seller, recordsPacific OnLine Computers, work papers Inc., Jeffrey Tietzer and personnelElizabeth Tietzer and (ii) shall not ref▇▇▇▇ ▇▇▇ ▇▇▇▇▇ves w▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇seller loans.

Closing Balance Sheet. Schedule 2.3 of the Disclosure Schedule sets forth a calculation of the actual cash paid to the Sellers at Closing and the estimated Net Worth Value. As promptly as practicable after the Closing Date (ibut in no event more than ninety (90) Within 90 days of after the Closing Date), Buyer will cause the Target to prepare and deliver to the Sellers consolidated combined financial statements of the Target and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date (itself or through the "CLOSING FINANCIAL STATEMENTS"). The Closing Financial Statements shall be accompanied by a certificate of the Chief Financial Officer of the Target to the effect that the Closing Financial Statements present fairly, in accordance with GAAP and the accounting practices of the Target and its Subsidiaries applied on a basis consistent with the Financial Statements except with respect to those changes set forth on Schedule 4.10, the financial condition of the Target and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date. The balance sheet contained in the Closing Financial Statements shall be referred to herein as the "CLOSING BALANCE SHEET." The Closing Financial Statements will be prepared in accordance with GAAP, applied on a basis consistent with the 1995 Year End Financial Statements, except with respect to certain agreed changes in accounting policies as set forth in Schedule 4.10 attached hereto and incorporated herein by this reference. The Closing Balance Sheet shall be accompanied by reasonably detailed schedules, including a calculation of the Net Worth Value. The Sellers and a firm of independent public accountants designated by Buyerthe Sellers (the "SELLERS' ACCOUNTANT") shall in good faith prepare will be entitled to reasonable access during normal business hours to the relevant records and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items working papers of the Company as of 12:01 AM on the Closing Date, without giving effect Target and its Subsidiaries to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for aid in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as their review of the Closing DateFinancial Statements. The Closing Balance Sheet Financial Statements shall (x) fairly present be deemed to be accepted by the consolidated financial position Sellers and shall be conclusive for the purposes of the Company adjustment described in Sections 2.3(b) and its consolidated subsidiaries as of 12:01 AM 2.3(c) hereof except to the extent, if any, that the Sellers or the Sellers' Accountant shall have delivered, within thirty (30) days after the date on which the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior Financial Statements are delivered to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance SheetSellers, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation stating each and setting forth every item to which the Sellers take exception, specifying in reasonable detail the reasons for disagreement nature and Seller’s calculation extent of any such amount. Any such notice of disagreement shall specify those items or exception (it being understood that any amounts not disputed as to which Seller disagrees, and Seller provided herein shall be deemed to have agreed with all other items and amounts contained in paid promptly). If a change proposed by the Closing Balance Sheet Sellers is disputed by Buyer, then Buyer and the calculation of Minimum Net Operating Working Capital delivered pursuant Sellers shall negotiate in good faith to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following resolve such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii)dispute. If, after a period of twenty (20) days following the date on which the Sellers give Buyer notice of any such 45-day periodproposed change, the parties are unable to reach any such agreementproposed change still remains disputed, either then Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for Sellers hereby agree that Ernst & Young, LLP (the purpose of calculating Minimum Net Operating Working Capital"ACCOUNTING FIRM") shall resolve any remaining disputes. In making such calculationThe Accounting Firm shall act as an arbitrator to determine, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used based solely on presentations by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller Sellers and Buyer, as promptly as practicableand not by independent review, a report only those issues still in reasonable detail setting forth such calculationdispute. Such report The decision of the Accounting Firm shall be final and binding upon and shall be in accordance with the parties heretoprovisions of this Section 2.3(a). The cost fees and expenses of such review and report the Accounting Firm, if any, shall be borne (a) paid equally by Buyer and the Stockholder; PROVIDED, HOWEVER, that, if the Minimum Net Operating Working Capital as determined Accounting Firm determines that either party's position is totally correct, then the other party shall pay one hundred percent (100%) of the costs and expenses incurred by the independent accountant is not revised Accounting Firm in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyerconnection with any such determination. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (a) Within ninety (90) days after the Closing, Purchaser shall provide to Seller (i) Within 90 days a balance sheet of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare Business based upon the Purchased Assets and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Assumed Liabilities as of the Closing Date. The Date (the "Final Closing Balance Sheet"); (ii) a calculation of the Net Working Capital as reflected on the Final Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP "Final Net Working Capital Calculation"); and (yiii) be prepared in accordance with accounting policies and practices used by the Company on or prior access to the Closing appropriate Purchaser personnel and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of all supporting financial statements, work sheets and other documentation used to make the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and Final Net Working Capital Calculation that are reasonably requested by Seller. (b) Within thirty (30) days after the Final Closing Balance Sheet and the Final Net Working Capital Calculation are delivered to Seller pursuant to Section 2.4(a), Seller shall complete its examination thereof and its advisors shall deliver to Purchaser either (i) a written acknowledgement accepting the Final Closing Balance Sheet and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Final Net Operating Working Capital. Capital Calculation; or (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and written report setting forth in reasonable detail any proposed adjustments to the reasons for disagreement Final Closing Balance Sheet and Seller’s calculation of the Final Net Working Capital Calculation ("Adjustment Report"). If Seller fails to respond to Purchaser within such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesthirty (30) day period, and Seller shall be deemed to have accepted and agreed with all other items and amounts contained in to the Final Closing Balance Sheet and the calculation of Minimum Final Net Operating Working Capital Calculation as delivered pursuant to Section 2.03(i2.4(a). (iiic) If In the event Seller and Purchaser fail to agree on any of Seller's proposed adjustments contained in the Adjustment Report within thirty (30) days after Purchaser receives the Adjustment Report, then Seller and Purchaser agree that a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an mutually acceptable nationally recognized independent accounting firm or other mutually acceptable nationally recognized financial services provider ("Independent Auditors") shall make the final determination with respect to the correctness of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts proposed adjustments in the Closing Balance Sheet or Buyer’s calculation Adjustment Report in light of Minimum Net Operating Working Capital the terms and provisions of this Agreement. Purchaser and Seller shall use their commercially reasonable efforts to select the Independent Auditors within ten (10) days of the expiration of such period and to cause the Independent Auditors to resolve all disagreements as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly soon as practicable, a report but in reasonable detail setting forth such calculationany event within sixty (60) days after submission of the dispute to the Independent Auditors. Such report The decision of the Independent Auditors shall be final and binding upon the parties heretoon Seller and Purchaser. The cost of such review Seller and report Purchaser shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor each pay one-half of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised Independent Auditor's fees and expenses in favor of Seller and (c) otherwise equally by Seller and Buyerconnection with this Section 2.4(c). (ivd) The parties hereto agree term "Final Closing Balance Sheet" as that they willterm has been hereinbefore and will be hereinafter used, and agree shall mean the Final Closing Balance Sheet delivered pursuant to cause their respective independent accountants and Section 2.4(a), as adjusted, if at all, pursuant to this Section 2.4. The date on which the Company to cooperate and assist in the preparation of the Final Closing Balance Sheet and the calculation of Minimum Final Net Operating Working Capital and in the conduct of the reviews Calculation are finally determined pursuant to this Section 2.4 shall hereinafter be referred to in this Section 2.03, including without limitation as the making available to the extent necessary of books, records, work papers and personnel"Settlement Date."

Closing Balance Sheet. (ia) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) Seller shall in good faith prepare and deliver to Purchaser within sixty (60) days after the Closing Date (A) an unaudited balance sheet of Seller based upon the Purchased Assets and Assumed Liabilities as of the close of business on the day immediately preceding the Closing Date (a"Closing Balance Sheet") and in a manner consistent with the principles used in the preparation of the Balance Sheet; and (B) a calculation of the Net Current Assets as reflected on the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and "Net Current Asset Calculation"). (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as The valuation of the Closing Date. The Closing Balance Sheet Inventory shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date be determined in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and inventory principles set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide Exhibit F attached hereto (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital"Inventory Principles"). (iic) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 Within thirty (30) days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Current Asset Calculation are delivered to Purchaser pursuant to Section 2.03(i). (iii2.04(a) If a notice of disagreement hereof, Purchaser shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount complete its examination thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, either (i) a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of written acknowledgement accepting the Closing Balance Sheet and the calculation Net Current Asset Calculation; or (ii) a written report setting forth in reasonable detail any proposed adjustments to the Closing Balance Sheet and the Net Current Asset Calculation ("Adjustment Report"). If Purchaser fails to respond to Seller within such thirty (30) day period, Purchaser shall be deemed to have accepted and agreed to the Closing Balance Sheet and the Net Current Asset Calculation as delivered pursuant to Section 2.04(a) hereof. (d) In the event Seller and Purchaser fail to agree on any of Minimum Net Operating Working Capital and Purchaser's proposed adjustments contained in the conduct Adjustment Report within thirty (30) days after Seller receives the Adjustment Report, then Seller and Purchaser mutually agree that the Denver, Colorado office of Deloitte & Touche, certified public accountants ("Independent Auditors") shall make the final determination with respect to the correctness of the reviews referred proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. Seller and Purchaser shall direct the Independent Auditors to in make such decision within forty-five (45) days after the Independent Auditors have been retained. The decision of the Independent Auditors shall be final and binding on Seller and Purchaser. The costs and expenses of the Independent Auditors and their services rendered pursuant to this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers 2.04(d) shall be borne equally by Seller and personnelPurchaser.

Closing Balance Sheet. (i) Within 90 days In connection with Closing, Seller shall present its management's internal accounting of the Closing Date, Buyer balance sheets and working capital (itself or through a firm with working capital defined as current assets minus current liabilities determined in accordance with generally accepted accounting principles) of independent public accountants designated by Buyer) shall in good faith prepare NWHI and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Subsidiary as of the date of Closing Date(the "Closing Balance Sheet") and management's representation affirming such balance sheet. The Closing Balance Sheet shall (x) fairly present represent the consolidated financial position of the Company NWHI and its consolidated subsidiaries Subsidiary as of 12:01 AM the date specified; and the working capital and cash and marketable securities of each of NWHI and Subsidiary and shall not be less than as reflected on the current financial statements of each of NWHI and Subsidiary, dated as of September 30, 2000 (the "Current Financial Statements"). Seller shall prepare the Closing Date in accordance with GAAP Balance Sheet and deliver it to Buyer no later than twenty (y20) be prepared in accordance with accounting policies business days following the Closing. Buyer shall have twenty (20) business days following receipt thereof to review the Closing Balance Sheet and practices used by the Company on or prior to agree to any adjustments to the Closing same, if and set forth as appropriate. If Buyer and Seller cannot agree on Schedule 2.03said adjustments, then their respective accountants shall designate a third independent accountant to review and finally determine any disputed adjustments and to assess his expenses against any or all of the parties, as he shall deem appropriate. Upon request of Seller which request shall be made within 45 days of receipt of Seller, NWHI and Subsidiary represent and warrant that the Closing Balance Sheet, as finally determined, shall reflect a combined net working capital of at least the Buyer shall, within 30 days Minimum Net Capital and cash and marketable securities of such request, provide (a) Seller with such additional information, documents, records at least the Minimum Cash and Securities. If it is determined that NWHI and Subsidiary have not achieved the Minimum Net Capital and the like (Minimum Cash and Securities, Seller shall immediately cure said shortfall(s) by delivering certified funds in the “Records”amount(s) and (b) Seller and its advisors and representatives access thereof to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) . If Seller disagrees with Buyer’s calculation shall fail to so deliver said funds, Buyer shall have the right to liquidate a sufficient amount of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to Closing Escrow Shares which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained are held in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant Escrow to Section 2.03(i)cure said deficiency. (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 days Upon the Closing, the Merger Sub shall engage its independent auditors, Deloitte & Touche, LLP (the "Merger Sub's Accountants") to audit the balance sheet and related footnotes for the Company as of the Closing Date, Buyer prepared in accordance with GAAP (itself or through a firm as so described, the "Closing Balance Sheet") and to render as soon as practicable an unqualified auditor's report on such Closing Balance Sheet, all in accordance with the "Scope of independent public accountants designated Work" proposal of the Merger Sub's Accountants previously approved by Buyer) the Merger Sub and the Stockholders' Agent. The Merger Sub and the Stockholders shall in good faith prepare jointly and deliver equally bear the audit fees and related costs and expenses relating to Seller (a) the preparation of the Closing Balance Sheet reflecting all balance sheet items Sheet, provided, however, that accounting costs associated with the Parent's and Merger Sub's due diligence process and related matters prior to the Closing are not to be included in the calculation of such jointly shared costs of the Company as of 12:01 AM on the Closing DateBalance Sheet. The Closing Balance Sheet shall include, without giving effect to any inter alia, a statement of the transactions contemplated by this Agreement or any of the Ancillary Agreements Company's current assets less current liabilities, each as determined in accordance with GAAP (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum "Net Operating Working Capital Capital"), as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position As part of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt completion of the Closing Balance Sheet, Stockholders, the Buyer shallCompany, within 30 days Merger Sub, Stockholders' Accountants and Merger Sub's Accountants shall cooperate in carrying out a store-by-store check of such requestall goods and inventory on hand immediately prior to the Closing Date, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and each party entitled to utilize its own inventory service at its own cost. (b) Seller and its advisors and representatives access to Company personnel and Records Within thirty (the “Access”30) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 business days after delivery and/or provision by the Merger Sub to the Stockholders of the Closing Balance Sheet together with all Records and/or Accessrelated footnotes and calculations on which it is based, respectivelyStockholders' Agent may deliver to the Merger Sub a written report (the "Stockholders' Report") of ▇▇▇▇▇▇, requested by Seller within ▇▇▇▇▇ & ▇▇▇▇▇, the 45-day period referred to in Section 2.03(iCompany's independent certified public accountants (the "Stockholders' Accountants"), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail any disagreement of the reasons for disagreement and Seller’s calculation Stockholders' Accountants with any of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts the information contained in the Closing Balance Sheet and which affects the calculation determination of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making The costs and expenses of the services of the Stockholders' Accountants shall be borne by the Stockholders. If Stockholders' Agent does not submit a Stockholders' Report within such calculationperiod, such independent accountants shall consider only those items or amounts in then the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used calculated by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report Merger Sub's Accountants shall be final and binding upon on the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and . (c) otherwise equally If Merger Sub and the Stockholders' Agent do not resolve the disagreements set forth in the Stockholders' Report, within ten (10) business days of the Merger Sub's receipt of the Stockholders' Report, then either party by Seller written notice delivered to the other party may elect to have the disagreements between the two reports resolved by a nationally recognized accounting firm mutually agreed upon by the Merger Sub's Accountants and Buyerthe Stockholders' Accountants (the "Third Accounting Firm") which shall make a final and binding resolution of the disagreements and, based on such resolution, a final and binding determination of Net Working Capital. The Third Accounting Firm shall be instructed to use all reasonable best efforts to effect a resolution within fifteen (15) business days of submission of the matter to it and in any case, as soon as practicable after such submission to it, and to communicate such resolution in writing to each party hereto. The costs and expenses for the services of the Third Accounting Firm shall be shared fifty percent (50%) by Merger Sub and fifty percent (50%) by the Stockholders. (ivd) The parties hereto agree that they willMerger Sub and/or the Stockholders' Agent, as the case may be, shall instruct each of the Merger Sub's Accountants, the Stockholders' Accountants and agree the Third Accounting Firm to cause include in their respective independent accountants and reports or determinations regarding Net Working Capital a calculation of the amount, if any, by which the Company's Net Working Capital, as determined pursuant to this Section 2.8, is less than $3,002,000, being the amount of Net Working Capital shown on the Company to cooperate and assist in Statement (such difference being the preparation of the Closing Balance Sheet and the calculation of Minimum "Net Operating Working Capital and in Shortfall"), or greater than $3,002,000 (such difference being the conduct of "Net Working Capital Excess"), as the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelcase may be.

Closing Balance Sheet. (ia) Within 90 As soon as practicable, but in no event later than ninety (90) days of after the Closing Date, Buyer (itself or through shall prepare a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all combined balance sheet items of EES and EWD as of the Company as close of 12:01 AM business on the Closing Date, without giving effect to any of Date (the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the "Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet"). The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies GAAP, including all normal year-end adjustments based on methodologies consistent with those used in connection with preparing the audited combined balance sheet of EES and practices used by EWD dated as of December 31, 1999. Buyer shall promptly deliver to Seller when available a copy of the Company on or prior Closing Balance Sheet. (b) If Seller does not object to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made Balance Sheet within 45 twenty (20) business days of receipt thereof, Seller shall be deemed to have accepted the Closing Balance Sheet as final. (c) If Seller objects to the amount of the Closing Balance Sheet, the Seller shall notify Buyer shallwithin twenty (20) business days following Seller's receipt thereof, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable specific detail the reasons basis for disagreement such objection and Seller’s calculation a proposal for any adjustments to the Closing Balance Sheet. Buyer and Seller shall seek in good faith to reach agreement as to any such proposed adjustment, or that no such adjustment is necessary, within thirty (30) days following Buyer's receipt of such amount. Any such notice of disagreement shall specify those items or amounts Seller's objection. If agreement is reached in writing within such period as to which Seller disagreesall proposed further adjustments, or that no adjustments are necessary, the parties shall make such adjustments, if any, and Seller the Closing Balance Sheet shall be deemed to have be final. If Buyer and Seller are unable to reach agreement within thirty (30) days following Buyer's receipt of notice of Seller's objection, then Deloitte & Touche in Charlotte, North Carolina, or any other mutually agreed with all upon office of Deloitte & Touche or other items accounting firm (the "Third Party Accounting Firm"), shall be engaged to review the proposed Closing Balance Sheet, and amounts contained in shall make a determination as to the resolution of any adjustments necessary to cause the Closing Balance Sheet to have been properly prepared in accordance with this Agreement. All such resolutions shall relate only to such matters as are still in dispute and shall represent either agreement with the calculation position taken by Buyer or Seller or a compromise between such positions. The determination of Minimum Net Operating Working Capital the Third Party Accounting Firm shall be delivered pursuant to Section 2.03(i)as soon as practicable following selection of the Third Party Accounting Firm and shall be final, conclusive and binding upon Buyer and Seller. The non-prevailing party shall pay the fees and expenses of the Third Party Accounting Firm; provided, that in the event of a compromise between the positions of the parties, such fees and expenses shall be prorated based on the relative success of the parties in prevailing on their positions. (iiid) If a notice Seller and accountants and representatives designated by Seller (which shall not, in any event, be employees of disagreement EES or EWD) shall be duly delivered by Seller permitted full access to Buyer pursuant to Section 2.03(ii), examine the parties shall, during the 45 days following such delivery, use books and records of EES and EWD upon their best efforts to reach agreement on the disputed items or amounts reasonable request in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship connection with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Sheet, at such reasonable times and in a reasonable manner mutually acceptable to Buyer and Seller during the conduct twenty (20) business day period following delivery by Buyer to Seller of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelClosing Balance Sheet.

Closing Balance Sheet. (i) Within 90 days of As soon as practicable, but in no event later than 60 calendar days, after the Closing Date, Buyer Buyer, at Buyer’s sole expense, shall cause to be prepared, except where previously prepared and available, and delivered to Sellers an unaudited balance sheet of Alpart as of the Closing Date (itself or through the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared from the books and records of Alpart and in accordance with accounting principles generally acceptable in the United States (“GAAP”) applied on a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) basis consistent with the Balance Sheet. When the Closing Balance Sheet reflecting all balance sheet items is delivered to Sellers, Buyer shall deliver to Sellers a statement containing Buyer’s calculations (the “Buyer’s Proposed Calculations”) of (i) the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Modified Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company Date and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company Inventory Balancing Amount, all based on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the books and records of Alpart, and (ii) the Sales Contract Adjustment Amount. For purposes of this Agreement: (a) “Modified Working Capital” means the difference between (i) total current assets of Alpart and (ii) total current liabilities of Alpart less (A) amounts due to partners of Alpart and (B) principal due under the C▇▇▇▇▇ Debt, if any, calculated on the same basis as the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Modified Working Capital as of February 29, 2004 set forth on Exhibit D; (b) “Closing Inventory Balancing Amount” means the product of (i) the quotient obtained by dividing (A) the sum of the monthly production charge per metric tonne as set forth on the monthly invoice delivered to the partners of Alpart pursuant to the Alumina Production Agreement for each of the three complete calendar months immediately preceding the calendar month in which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital the Closing Date occurs by (B) three and (ii) the Kaiser Inventory Excess or the Hydro Inventory Excess, as applicable, calculated in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, sample calculation attached as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and Exhibit E; (c) otherwise equally “Kaiser Inventory Excess” means the number of metric tonnes of alumina, if any, shown on the books and records of Alpart that must be delivered by Seller KJC and Buyer. (iv) The parties hereto agree that they willAJI, collectively, to Hydro to bring the amounts of alumina delivered to KJC and AJI, collectively, and agree to cause their respective independent accountants and Hydro under the Company to cooperate and assist in the preparation of Alumina Production Agreement through the Closing Balance Sheet Date to an amount equal to 65% and 35%, respectively; and (d) “Hydro Inventory Excess” means the calculation number of Minimum Net Operating Working Capital metric tonnes of alumina, if any, shown on the books and in records of Alpart that must be delivered by Hydro to KJC and AJI, collectively, to bring the conduct amounts of alumina delivered to KJC and AJI, collectively, and Hydro under the reviews referred Alumina Purchase Agreement through the Closing Date to in this Section 2.03an amount equal to 65% and 35%, including without limitation the making available to the extent necessary of books, records, work papers and personnelrespectively.

Closing Balance Sheet. Within thirty (i30) Within 90 days of after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) Sellers shall in good faith prepare and deliver present to Seller Buyer a balance sheet as of July 31, 2006 (a) the "Proposed Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing DateSheet"), without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The which Proposed Closing Balance Sheet shall (x) fairly present be prepared so that it presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries QS as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet Date with respect to the Transferred Assets and the calculation of Minimum Net Operating Working Capital and Assumed Liabilities, in the conduct of the reviews referred to in this Section 2.03accordance with GAAP and, including without limitation the making available to the extent necessary not inconsistent with GAAP, past practice of booksQS. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement on the thirtieth (30th) day after Buyer’s receipt of the Proposed Closing Balance Sheet unless (i) Buyer gives written notice of agreement with the Proposed Closing Balance Sheet to Sellers prior to such date (in which event the Proposed Closing Balance Sheet shall be binding upon the parties as of the date of Sellers receipt of such notice) or (ii) Buyer gives written notice of disagreement with any of the values or amounts contained therein to Sellers prior to such date, recordsspecifying in reasonable detail the nature and extent of such disagreement. If Buyer and Sellers mutually agree upon the Proposed Closing Balance Sheet after Sellers’ receipt of a notice of disagreement from Buyer, work papers such agreement shall be binding upon the parties to this Agreement. Buyer and personnelSellers shall use best efforts to resolve any disagreements concerning the Proposed Closing Balance Sheet.

Closing Balance Sheet. (ia) Within 90 days The Company shall prepare and deliver to Buyer at least two (2) Business Days prior to the Closing Date, a statement (the “Estimated Statement”) setting forth the Company’s good faith estimate of the Company’s Debt net of estimated accounts receivable as of the Closing Date (the “Estimated Closing Debt”). During the period for the preparation of the Estimated Statement, the Company will provide the Buyer and its Representatives with access, upon reasonable prior notice to the Company and during normal business hours, to all financial, accounting and other information relevant to the determination of the Estimated Statement. (b) As promptly as practicable after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) will cause the Closing Balance Sheet reflecting all balance sheet items to be prepared from the books and records of the Company Company, and will prepare a certificate based on such Closing Balance Sheet setting forth its calculation of the Company’s Debt net of accounts receivable as of 12:01 AM on the Closing Date (the “Closing Debt”). As promptly as practicable, but no later than seventy-five (75) Business Days, after the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than Buyer will cause the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of Balance Sheet together with its certificate showing the Closing DateDebt, to be delivered to Seller. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as at the close of 12:01 AM business on the Closing Date in accordance with GAAP generally accepted accounting principles, and (y) be prepared include line items substantially consistent with those in accordance with accounting policies and practices used by the Company on or prior to Balance Sheet. Buyer shall pay the Closing and set forth on Schedule 2.03. Upon request costs of Seller which request shall be made within 45 days of receipt of preparing the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (iic) If Seller disagrees with Buyer’s 's calculation of Minimum Net Operating Working Capital Closing Debt delivered pursuant to Section 2.03(i2.03(b), Seller may, within 45 days ten (10) Business Days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period documents referred to in Section 2.03(i2.03(b), deliver send a written notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons bases for the disagreement with such calculation and Seller’s ’ calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesdisagree, and Seller shall be deemed to have agreed with all other items and amounts contained in both the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Closing Debt delivered pursuant to Section 2.03(i2.03(b). (iiid) If a written notice of disagreement shall be duly delivered by Seller to Buyer sent pursuant to Section 2.03(ii2.03(c), the parties Parties shall, during the 45 days ten (10) Business Days following Buyer’s receipt of such deliverynotice, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the final amount of Minimum Net Operating Working CapitalClosing Debt and any other items set forth in Seller’ notice, which Closing Debt amount shall not be greater than the amount thereof shown in Buyer's calculations delivered pursuant to Section 2.03(b) nor less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in SellerCompany’s calculation delivered pursuant to Section 2.03(ii2.03(a). If, after during such 45-day period, the parties Parties are unable to reach such agreement, either Buyer or Seller may they shall thereafter cause an independent accounting firm accountant of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, Seller or the Buyer or any other of their AffiliatesBuyer), promptly promptly, but in no event later than twenty (20) Business Days after such selection, to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capitalthe final Closing Debt and resolving any other items noted in Seller’ notice. In making such calculationcalculation and reviewing such other items, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s 's calculation of Minimum Net Operating Working Capital Closing Debt as to which Seller has have disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculationcalculation and its determination of final Closing Debt and resolution of such other items. Such report and its determination of final Closing Debt and such other items shall be final and binding upon the parties heretoParties hereto absent fraud, intentional misconduct or gross negligence. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as Unless otherwise determined by the independent accountant is not revised in favor accountants, the reasonable costs and expenses of the independent accountants shall be shared equally by Buyer and Seller. Any fees allocated to Buyer or Seller in accordance with this Section shall be paid in cash within five (5) Business Days after such fees are due; provided, (b) that if Seller fails to make such payment when due, Buyer may pay such fees and reduce the amount of the next Installment Payment by such amount or seek reimbursement thereof from the Escrow Agent pursuant to the terms of the Escrow Agreement and Seller if and Buyer hereby agree to issue joint written instructions to the Minimum Net Operating Working Capital as determined Escrow Agent providing for the delivery by the independent accountant is revised Escrow Agent to Buyer of a number of Escrow Shares having a Fair Market Value in favor the aggregate equal to the amount of Seller such costs and (c) otherwise equally expenses unpaid by Seller and BuyerSeller. (ive) The parties Parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to Representatives to, cooperate and assist provide reasonable assistance in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews Closing Debt referred to in this Section 2.03, including without limitation limitation, the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (a) Within ninety (90) days after the Closing, Purchaser shall provide to Seller (i) Within 90 days a balance sheet of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare Business based upon the Purchased Assets and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Assumed Liabilities as of the Closing Date. The Date (the “Final Closing Balance Sheet”); and (ii) a statement (the “Closing Statement”) setting forth Purchaser’s calculation of (A) the Net Working Capital as reflected on the Final Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “RecordsFinal Net Working Capital Calculation”); (B) the Net Capital Expenditure Amount (the “Final Net Capital Expenditure Amount Calculation”); (C) the Assumed Equipment Note Debt reflected on the Final Closing Balance Sheet (the “Final Assumed Equipment Note Debt”) and (bD) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working CapitalFinal Closing Cash Purchase Price based thereon. (iib) If Within thirty (30) days after the Final Closing Balance Sheet and the Closing Statement are delivered to Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i2.6(a), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within shall complete its examination thereof and shall deliver to Purchaser either (i) a written acknowledgement accepting the 45-day period referred to in Section 2.03(i), deliver Final Closing Balance Sheet and the Closing Statement; or (ii) a notice to Buyer disagreeing with such calculation and written report setting forth in reasonable detail any proposed adjustments to the reasons for disagreement Final Closing Balance Sheet and Seller’s calculation of the Closing Statement (“Adjustment Report”). If Seller fails to respond to Purchaser within such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesthirty (30) day period, and Seller shall be deemed to have accepted and agreed with all other items and amounts contained in to the Final Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Closing Statement (and the calculations thereon) as delivered pursuant to Section 2.03(i2.6(a). During such thirty (30) day period, Purchaser shall provide to Seller reasonable access to the appropriate personnel, accountants, financial books and records of Purchaser and the Company, as well as any additional relevant information and work papers as it may reasonably request, to enable it to properly evaluate the Final Closing Balance Sheet and Closing Statement. (iiic) If a notice In the event Seller and Purchaser fail to agree on any of disagreement Seller’s proposed adjustments contained in the Adjustment Report within thirty (30) days after Purchaser receives the Adjustment Report, then Seller and Purchaser agree that the Independent Auditors shall be duly delivered by make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. Purchaser and Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, shall use their best commercially reasonable efforts to reach agreement on cause the disputed items or amounts in order Independent Auditors to determine, resolve all disagreements as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly soon as practicable, a report but in reasonable detail setting forth such calculationany event within sixty (60) days after submission of the dispute to the Independent Auditors. Such report The decision of the Independent Auditors shall be final and binding upon the parties heretoon Seller and Purchaser. The cost fees and expenses of such review and report the Independent Auditors incurred in connection with the determination of the disputed items by the Independent Auditors shall be borne (a) by Buyer if Purchaser, on the Minimum Net Operating Working Capital one hand, and Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerIndependent Auditors. (ivd) The parties hereto agree term “Final Closing Balance Sheet” as that they willterm has been hereinbefore and will be hereinafter used, and agree to cause their respective independent accountants and shall mean the Company to cooperate and assist in the preparation of the Final Closing Balance Sheet and delivered pursuant to Section 2.6(a), as adjusted, if at all, pursuant to this Section 2.6. The date on which the calculation of Minimum Final Closing Balance Sheet, Final Net Operating Working Capital Calculation, Final Net Capital Expenditure Amount Calculation and in the conduct of the reviews Final Assumed Equipment Note Debt are finally determined pursuant to this Section 2.6 shall hereinafter be referred to in this Section 2.03, including without limitation as the making available to the extent necessary of books, records, work papers and personnel“Settlement Date.”

Closing Balance Sheet. (ia) Within 90 forty-five (45) days following the effective date of the Closing Datefor accounting purposes, which will be mutually agreed upon by Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (athe "Effective Date"), Seller, with the assistance and cooperation of Cardkey, shall furnish Buyer with an unaudited balance sheet for Cardkey as of the Effective Date fairly stated in all respects and determined in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent with the preparation of the Balance Sheet (the "Closing Balance Sheet"); provided, however, the Closing Balance Sheet reflecting shall include or exclude, as the case may be, the items detailed on Schedule 2.05. The Closing Balance Sheet shall be stated in U.S. Dollars and all balance sheet items of account balances denominated in foreign currencies shall be translated into U.S. Dollars using the Company as of 12:01 AM currency exchange rates in effect on the Closing Effective Date, without giving effect to any of as published in the transactions contemplated by this Agreement or any of Wall Street Journal on the Ancillary Agreements (other than first business day following the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Effective Date. The Closing Balance Sheet shall be accompanied by such other financial information and methods of calculation as may be reasonably necessary for Buyer to evaluate the accuracy thereof. Buyer shall have a period of ten (x10) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of after receipt of the Closing Balance Sheet, the Buyer shall, within 30 days Sheet to notify Seller of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access election to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller accept or reject (and its accountants and advisors) to evaluate Buyer’s calculation in the case of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)a rejection, Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to there shall be included in Section 2.03(i), deliver a such notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amountrejection in reasonable detail) the Closing Balance Sheet. Any In the event no notice is received by Seller during such notice of disagreement shall specify those items or amounts as to which Seller disagreesten (10) day period, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet shall be deemed accepted by Buyer and final and binding on the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)parties hereto. (iiib) If a notice of disagreement In the event Buyer shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in timely reject the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as Sheet, Buyer and Seller shall promptly attempt to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with make a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation joint determination of the Closing Balance Sheet and such determination and any required adjustments resulting therefrom shall be final and binding on the calculation of Minimum Net Operating Working Capital parties hereto. In the event Seller and in Buyer shall be unable to agree upon the conduct determination of the reviews referred Closing Balance Sheet as herein provided within ninety (90) days from the Effective Date, such determination shall promptly be made by one of the five largest national accounting firms, which accounting firm shall be jointly selected by the parties, or if the parties are unable to agree upon an accounting firm, selected by lot (the "Independent Firm"), and such determination by the Independent Firm and any required adjustments resulting therefrom shall be final and binding on all the parties hereto. The Independent Firm will allocate its costs and expenses in this Section 2.03reviewing the issues in dispute to Seller and Buyer based on the percentage determined by dividing (A) that portion of the contested amount not awarded to such party, including without limitation by (B) the making available to the extent necessary of books, records, work papers and personnel.amount actually contested by the

Closing Balance Sheet. Calculation of the Remainder of the Purchase Price. (ia) Within 90 days of As promptly as practicable following the Closing Date, Buyer the Shareholders, at their cost and expense, shall prepare in accordance with GAAP and based on a physical inventory: (itself or through i) a firm balance sheet for the Company as of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the beginning of business on the Closing Date (the "Closing Balance Sheet Sheet"), reflecting all balance sheet items the financial position of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) ; and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s a calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period Calculated Amount (which calculation is referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail as the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii"Calculated Amount Worksheet"). If, During and after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the Calculated Amount Worksheet and until the Final Determination Date (as defined below), Purchaser (including the Company) and the Shareholders shall each provide the other and their advisors with timely access to the records of the Company, its accountants and the work papers, trial balances and similar materials used in connection with the preparation of the Closing Balance Sheet and Calculated Amount Worksheet. Notwithstanding the foregoing, the Shareholders shall also have full and complete access after Closing, at reasonable times and places, to the Company's accounting and business records for the purposes of preparation or audit of their year 2000 income tax returns, or the audit of any prior year income tax return and for purposes of fulfilling their indemnity obligations under Article VII. (b) Following receipt of the Calculated Amount Worksheet, Purchaser will have thirty (30) days (the "30-Day Period") to review such Worksheet. At or before the end of the 30-Day Period, Purchaser will either (i) accept such Worksheet in its entirety, or (ii) deliver to the Shareholders a written notice (the "Objection Notice") setting forth Purchaser's calculation of Minimum Net Operating Working Capital the amount in such Worksheet, in which case the difference between the Shareholders' and Purchaser's calculations shall be deemed to be in dispute. The failure by Purchaser to deliver the conduct Objection Notice within the 30-Day Period shall constitute Purchaser's acceptance of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelsuch Worksheet.

Closing Balance Sheet. (ia) Within 90 days of the Closing DateOn or about September 30, 2013, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare will cause to be prepared and deliver to Seller (ai) the VIE1 Closing Balance Sheet reflecting all and (ii) the VIE2 Closing Balance Sheet, and (iii) a certificate setting forth Buyer’s calculation of VIE1 Closing Shareholder’s Equity and VIE2 Closing Shareholder’s Equity. The “VIE1 Closing Balance Sheet” shall be the unaudited consolidated balance sheet items of VIE1 as at the Company as close of 12:01 AM business on the Closing Date, without giving effect Date prepared in accordance with U.S. GAAP with the following adjustments: to the extent any of transactions or adjustments included in the transactions contemplated VIE1 Pro Forma Balance Sheet are not completed by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for Date or otherwise included in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital the VIE1 Closing Balance Sheet, pro forma adjustments shall be made on the same basis as of in the VIE1 Pro Forma Balance Sheet as if such transactions were effective at the Closing Date. The “VIE2 Closing Balance Sheet Sheet” shall (x) fairly present be the consolidated financial position unaudited balance sheet of VIE2 as at the Company and its consolidated subsidiaries as close of 12:01 AM business on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used U.S. GAAP with the following adjustments: to the extent any transactions or adjustments included in the VIE2 Pro Forma Balance Sheet are not completed by the Company on Closing Date or prior to otherwise included in the VIE2 Closing and set forth on Schedule 2.03. Upon request of Seller which request Balance Sheet, pro forma adjustments shall be made within 45 days of receipt on the same basis as in the VIE2 Pro Forma Balance Sheet as if such transactions were effective at the Closing Date. “VIE1 Closing Shareholder’s Equity” means the shareholder’s equity as shown on the VIE1 Closing Balance Sheet, and “VIE2 Closing Shareholder’s Equity” means the shareholder’s equity as shown on the VIE2 Closing Balance Sheet. If in connection with the preparation of the VIE1 Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and VIE2 Closing Balance Sheet or the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees VIE1 Closing Shareholder’s Equity or VIE2 Closing Pro Shareholder’s Equity, any errors or omissions are discovered with Buyer’s calculation respect to any item that affects the value of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)assets or liabilities as shown on the Pro Forma Balance Sheets, Seller maythen the Pro Forma Balance Sheets, within 45 days after delivery and/or provision of all Records and/or Accessthe VIE1 Closing Balance Sheet, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the VIE2 Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement Base Shareholder’s Equity shall be duly delivered by Seller appropriately adjusted to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts correct for the purpose effect of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items errors or amounts in omissions so that the Closing Balance Sheet or Buyer’s calculation reflects only the passage of Minimum Net Operating Working Capital as time and taking of actions with respect to which Seller has disagreedany such item. Such independent accountants All of the adjustments to be made in the preceding sentence shall provide such calculation of Minimum Net Operating Working Capital be made in accordance with U.S. GAAP and the accounting policies and practices used by the Company applied on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyerconsistent basis. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. Within sixty (i60) Within 90 days of after the Closing Date, Buyer the Company (itself or through a firm on behalf of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller Sellers a statement setting forth (ai) the Adjusted Closing Net Working Capital and (ii) the Closing Net Cash (the “Closing Balance Sheet reflecting all Sheet”). For reference and illustration purposes only, a balance sheet items of the Company dated December 31, 2007 is attached hereto as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateExhibit 2.5. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company become final and its consolidated subsidiaries as of 12:01 AM binding upon Buyer and Sellers on the Closing Date in accordance 45th day following delivery thereof, unless Sellers give notice of disagreement with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days Sheet (a “Notice of such request, provide (a) Seller with such additional information, documents, records and the like (the “RecordsDisagreement”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with prior to such calculation and setting forth date. Any Notice of Disagreement shall (i) specify in reasonable detail the reasons for nature of any disagreement so asserted and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items (ii) only include disagreements based on mathematical errors or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in based on the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered not being calculated pursuant to this Section 2.03(i). (iii) 2.5. If a notice Notice of disagreement Disagreement is received by Buyer in a timely manner, then the Closing Balance Sheet (as revised in accordance with this sentence) shall be duly delivered become final and binding upon Buyer and Sellers on the earlier of (A) the date Buyer and Sellers resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by Seller to the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, and Sellers shall use their best commercially reasonable efforts and seek in good faith to reach agreement on resolve in writing any differences that they may have with respect to the disputed items or amounts matters specified in order to determine, as may be required, the amount Notice of Minimum Net Operating Working Capital, which amount shall not be less than Disagreement. At the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after end of such 4530-day period, the parties are unable Buyer and Sellers shall submit to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.5, only matters that remain in dispute and were properly included in the Notice of internationally Disagreement in accordance with this Section 2.5 and any claim of calculation-related errors. The Accounting Firm shall be BDO ▇▇▇▇▇▇▇, LLP (which the parties represent has not provided services to any of them or their respective subsidiaries during the past three years) or, if such firm is unable or unwilling to act, such other nationally or regionally recognized standing reasonably satisfactory independent public accounting firm as shall be mutually agreed upon by Buyer and Sellers in writing. Buyer and Sellers shall use their commercially reasonable efforts to Seller cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of the receipt of such submission. The Accounting Firm shall determine the Adjusted Closing Net Working Capital and Closing Net Cash pursuant to this Section 2.5 in accordance with GAAP; provided, however, that no adjustment shall be made by the Accounting Firm in favor of Sellers with respect to any item that was not included in Majority Owners’ Notice of Disagreement. The Accounting Firm’s decision shall be based solely on written submissions by Buyer and Sellers and their respective representatives and by reference to the terms of this Agreement. Sellers and Buyer (who shall not have any material relationship with furnish or cause to be furnished to the SellerAccounting Firm such work papers and other documents and information related to the disputed matters as the Accounting Firm may request and are reasonably available to Sellers, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capitalrespective agents. In making such calculation, such independent accountants The Accounting Firm shall consider address only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreeddispute and calculation-related errors. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall Judgment may be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding entered upon the parties heretodetermination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost fees and expenses of such review and report the Accounting Firm incurred pursuant to this Section 2.5 shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerSellers equally. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. Prior to the Closing the parties shall review the financial records of the Company to determine the amount of the 2005 Tax Distribution. Buyer acknowledges that any financial information provided by the Company or Shareholders in connection with such determination will reflect the Company's best estimate of its accounts as of the date thereof. As soon as practicable after the Closing Date (i) Within but not later than 90 days of after the Closing Date), Buyer (itself or through will prepare, and cause a recognized firm of independent public accountants designated by Buyer(the "Auditors") shall in good faith prepare to audit and deliver to Seller (a) report upon, the Closing Balance Sheet reflecting all balance sheet items of the Company as at the close of 12:01 AM business on the Closing Date, without giving effect . Such balance sheet shall be referred to any of herein as the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the "Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet". The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) will be prepared in accordance with generally accepted accounting policies principles consistent with the accounting policies, practices and practices used assumptions utilized by the Company on or prior to in the Closing preparation of its Stub Financials. Shareholders will provide the Company and set forth on Schedule 2.03. Upon request of Seller which request shall the Auditors with such assistance as may be made within 45 days of receipt reasonably necessary in connection with the preparation and audit of the Closing Balance SheetSheet and, in general, will cooperate with the Company and the Auditors in facilitating such audit and the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship consult with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present Shareholders during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and shall allow the calculation Shareholders to observe the physical inventory taken in connection therewith. Immediately after the audit of Minimum Net Operating Working Capital the Closing Balance Sheet has been completed, the Buyer will cause the Auditors to determine the proper amount of the 2005 Tax Distribution. The Auditor's determination of the 2005 Tax Distribution at the Closing Date shall be delivered to the Shareholders no later than 90 days after the Closing Date (the "2005 Tax Distribution Statement"). During the 25-day period following the Shareholders' receipt of the 2005 Tax Distribution Statement, the Shareholders' accountants will be permitted to review the audit working papers of the Auditors relating to the Closing Balance Sheet and will have access to the Company's personnel as may be reasonably necessary in connection therewith and, in general, the Buyer will cooperate with the Shareholders and their accountants in facilitating such review. The 2005 Tax Distribution Statement shall become final and binding upon the parties on the twenty-fifth day following the Shareholders' receipt thereof unless a Shareholder gives written notice of disagreement as to the 2005 Tax Distribution Statement ("Notice of Disagreement") to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement. If a Notice of Disagreement is received in a timely manner, the 2005 Tax Distribution Statement, as it may be amended pursuant to clauses (x) and (y) below, shall become final and binding upon the parties on the earlier of (x) the date the parties resolve all differences they have with respect to any matter specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved by the Arbitrators or Third Arbitrator (as such terms are defined below). The 2005 Tax Distribution Statement that becomes final and binding on the parties in accordance with the terms of this Section is referred to herein as the "Final Statement". During the 15-day period following the delivery of any Notice of Disagreement, the parties shall attempt in good faith to resolve any differences which they may have. If, at the end of such 15-day period, the parties have not reached agreement on such matters, either the Shareholders or the Buyer shall submit the matters which remain in dispute to the arbitrators (the "Arbitrators"), for review and resolution. The Arbitrators shall be two persons or entities, one of which shall be selected by the Buyer and one of which shall be selected by the Shareholders. If within 20 days of receipt by the Arbitrators of the matters which remain in dispute, the Arbitrators have failed to resolve such matters, the Arbitrators shall mutually agree upon a third person or entity with offices in metropolitan New York (the "Third Arbitrator") to review and resolve the disputed matters. The decision of the Third Arbitrator with respect to all disputed matters shall be final and binding on the parties. The fees of each Arbitrator shall be borne by the party selecting such person or entity. The fees of the Third Arbitrator, if any, shall be borne fifty percent by the Buyer and fifty percent by the Shareholders. The fees of the Auditors incurred in connection with the audit of the Closing Balance Sheet and the preparation of the 2005 Tax Distribution Statement and in any arbitration shall be borne by the conduct Company, and the fees of the reviews referred to Shareholders' accountants incurred in this connection with their review of the Closing Balance Sheet and the 2005 Tax Distribution Statement and in any arbitration shall be borne by the Shareholders. If the amount of the 2005 Tax Distribution reflected on the Final Statement is greater than the amount of the 2005 Tax Distribution as tentatively determined in accordance with Section 2.036.3, including without limitation the making available excess shall be paid to the extent necessary Shareholders by the Company pro-rata in proportion to their Shares held immediately before the Closing Date within thirty days of booksthe determination of the Final Statement. If the amount of the 2005 Tax Distribution reflected on the Final Statement is less than the 2005 Tax Distribution as tentatively determined in accordance with Section 6.3, recordsthe Shareholders, work papers other than Jorge Peragallo who shall be liable only for any excessive amount of ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇stribution received by him, shall be jointly and personnelseverally liable to the Company for the shortfall which shall be paid by the Shareholders to the Company within ten days of the determination of the Final Statement.

Closing Balance Sheet. Within thirty (i30) Within 90 days of after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) Sellers shall in good faith prepare and deliver present to Seller Buyer a balance sheet as of July 31, 2006 (a) the “Proposed Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing DateSheet”), without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The which Proposed Closing Balance Sheet shall (x) fairly present be prepared so that it presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries QS as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet Date with respect to the Transferred Assets and the calculation of Minimum Net Operating Working Capital and Assumed Liabilities, in the conduct of the reviews referred to in this Section 2.03accordance with GAAP and, including without limitation the making available to the extent necessary not inconsistent with GAAP, past practice of booksQS. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement on the thirtieth (30th) day after Buyer’s receipt of the Proposed Closing Balance Sheet unless (i) Buyer gives written notice of agreement with the Proposed Closing Balance Sheet to Sellers prior to such date (in which event the Proposed Closing Balance Sheet shall be binding upon the parties as of the date of Sellers receipt of such notice) or (ii) Buyer gives written notice of disagreement with any of the values or amounts contained therein to Sellers prior to such date, recordsspecifying in reasonable detail the nature and extent of such disagreement. If Buyer and Sellers mutually agree upon the Proposed Closing Balance Sheet after Sellers’ receipt of a notice of disagreement from Buyer, work papers such agreement shall be binding upon the parties to this Agreement. Buyer and personnelSellers shall use best efforts to resolve any disagreements concerning the Proposed Closing Balance Sheet.

Closing Balance Sheet. (ia) Within 90 days Not less than five (5) Business Days prior to the month in which the Closing Date occurs, Seller shall deliver to Buyer a balance sheet for the Seller as of the Closing Date reflecting Seller’s good faith estimate of the accounts of Seller as of the Closing Date, Buyer prepared in conformity with past practices and policies of Seller and in accordance with GAAP (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the “Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateSheet”). The Closing Balance Sheet shall (x) fairly present the consolidated financial position also include a calculation of Transaction Expenses, estimated as of the Company and its consolidated subsidiaries as of 12:01 AM on Closing. Buyer shall have the opportunity to review the Closing Date in accordance with GAAP Balance Sheet and related information and, not less than two (y2) be prepared in accordance with accounting policies and practices used by the Company on or Business Days prior to the Closing Date, Buyer shall notify Seller of any objections Buyer has to the Closing Balance Sheet. Prior to Closing, Seller and Bu▇▇▇ ▇hall agree upon the information and calculations set forth on Schedule 2.03. Upon request the Closing Balance Sheet. (b) Within fifteen (15) Business Days after the Closing Date, Seller shall deliver to Buyer a final balance sheet (the “Final Balance Sheet”), that shall include appropriate post-closing adjustments based upon actual performance as of Seller which request shall be made within 45 days of receipt of the Closing Date and transactions that occurred prior to the Closing Date but that were not reflected in the Closing Balance Sheet, if any. The Final Balance Sheet will also include a calculation of the Transaction Expenses. Buyer shall, shall notify Seller of any disputes with respect to the Final Balance Sheet within 30 days five (5) Business Days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalreceipt thereof. (iic) If Seller disagrees Buyer delivers notice of a dispute (a “Dispute Notice”) with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant respect to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by the Final Balance Sheet to Seller within the 45-day period referred to seven (7) Business Days of its receipt thereof in accordance with Section 2.03(i), deliver a notice to 2.03(b) and Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreementagree on the Final Balance Sheet within thirty (30) days after the Closing Date, either Buyer or Seller may thereafter cause submit the matter to an independent accounting firm of internationally recognized national standing reasonably satisfactory mutually agreed to by Seller and Buyer (who the “Independent Accounting Firm”); provided, that, if Seller and Buyer cannot mutually agree on the selection of the Independent Accounting Firm, then Seller and Buyer shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such each select an independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP accounting firm and the accounting policies and practices used firms selected by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both each of Seller and Buyer or their representatives must shall then mutually select an independent accounting firm of national standing that shall act as the Independent Accounting Firm. The Independent Accounting Firm shall then determine all disputed portions of the Final Balance Sheet in accordance with the terms and conditions of this Agreement, which determination will be present during such verbal discussionsfinal and binding on the Parties, absent manifest error. Such independent accountants Buyer and Seller shall bear the percentage of the fees and expenses of the Independent Accounting Firm equal to the proportion (expressed as a percentage) of the dollar value of the disputed amounts determined in favor of the other Party by the Independent Accounting Firm. If Buyer does not timely deliver a Dispute Notice to Seller and BuyerSeller, then Buyer will be deemed to agree with the Final Balance Sheet provided by Seller. The Final Balance Sheet, as promptly agreed upon by Bu▇▇▇ ▇nd Seller or as practicabledetermined by the Independent Accounting Firm pursuant to this subsection, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerParties. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) Within 120 days after the Closing Balance Sheet reflecting all Closing, Buyer will furnish at Buyer's sole cost and expense the Sellers' Representative with a balance sheet items of for the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM period ended on the Closing Date prepared by or on behalf of Buyer (the "Closing Balance Sheet"), which will be in accordance with GAAP reasonable detail and (y) accompanied by such other financial information and methods of calculation as may be prepared in accordance with accounting policies and practices used by reasonably necessary for the Company on or prior Sellers' Representative to evaluate the Closing and set forth on Schedule 2.03accuracy thereof. Upon request The Sellers' Representative will have a period of Seller which request shall be made within 45 days of after receipt of the Closing Balance SheetSheet (the "Sellers' Rejection Date") to notify Buyer in writing of Sellers' election to accept or reject (and in the case of a rejection, there must be included in such notice the reasons for rejection in reasonable detail) Buyer's Closing Balance Sheet and Buyer's determination of any Tax Liability or Seller Transaction Costs paid by the Company which exceed the limits set forth in Section 2.2(c) (the "Purchase Price Adjustments"). Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documentswill permit the Sellers' Representative and its representatives to have reasonable access to the Company's relevant books, records and other financial information relating to the like (calculation of the “Records”) and Closing Balance Sheet. (b) Seller If no written notice is received by Buyer prior to the Sellers' Rejection Date (or if Sellers' Representative provides written notice to Buyer stating that they have no objections, in which case, the "Sellers' Rejection Date" shall instead be the date Buyer receives said notice), Buyer's Closing Balance Sheet and its advisors the amount of any Purchase Price Adjustments will be deemed accepted by the Sellers and representatives access to Company personnel final and Records (binding on the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalparties hereto. (iic) If Seller disagrees with the Sellers' Representative timely reject Buyer’s calculation 's Closing Balance Sheet or any Purchase Price Adjustments, Buyer and the Sellers' Representative will promptly (and in any event within 20 days following the date upon which the Sellers reject Buyer's Closing Balance Sheet) attempt to make a joint determination of Minimum Net Operating Working Capital delivered pursuant the Closing Balance Sheet and any Purchase Price Adjustments. If the Sellers' Representative and Buyer are able to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in jointly determine the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii)Purchase Price Adjustments, the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement joint determination will be final and binding on the disputed items or amounts in order to determine, as may be required, parties hereto. In the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, event the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding agree upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation final determination of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Purchase Price Adjustments within such 20 day period, then Buyer and the Sellers' Representative will submit the issues in dispute to an independent certified public accountant from a nationally recognized firm to be chosen as set forth below. Buyer, on the conduct one hand, and the Sellers' Representative, on the other, each will choose an accountant, and the two selected accountants together will select a third accountant from a nationally recognized firm and the third accountant will act as the sole arbitrator of the reviews referred to issues in dispute (the "Arbitrator"). The determination of the Arbitrator will be final and binding upon the parties, absent fraud, bad faith and as long as determined in accordance with the terms of this Agreement. Each side will bear their own professional fees and the fees of the Arbitrator will be divided equally between the sides. Following the decision, the Escrow Amount shall be released as contemplated by Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel2.3(b) above.

Closing Balance Sheet. (ia) Within 90 days After the Second Closing, Buyer will cause Target to prepare, and will cause PriceWaterhouseCoopers Israel (the “Target’s Accountants”) to audit, a consolidated balance sheet of the Companies as of the Second Closing Date (as audited, the “Closing Balance Sheet”) in accordance with GAAP (as in effect on the Second Closing Date) and, in a manner consistent with the July Balance Sheet, except as disclosed on Schedule 2.4. The cost of the audit will be borne half by Buyer and half by Seller. Within 120 days after the Second Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and will deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating the Working Capital delivered pursuant (to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement calculated on the disputed items or amounts in order to determine, as may be required, the amount basis of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyerand after using the same methodology used in the Schedule 1(f)), the Funded Debt, the Seller’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP Transaction Expenses and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, Purchase Price. (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller its accounting representatives will be entitled to examine the work papers related to the preparation and Buyer. (iv) The parties hereto agree that they willaudit of the Closing Balance Sheet and the relevant books and records of the Companies, and agree any other then existing documentation reasonably necessary for such examination, and to cause their respective independent accountants and the Company to cooperate and assist in discuss the preparation of the Closing Balance Sheet and the conduct of the audit with Buyer, Target and Target’s Accountants. (c) If Seller disagrees with the calculation of Minimum Net Operating the Working Capital Capital, the Funded Debt, the Seller’s Transaction Expenses, Purchase Price or disagree with any other aspect of the Closing Balance Sheet, Seller must deliver to Buyer, within 30 days after the date Buyer delivered the Closing Balance Sheet and the calculations and documentation related thereto to Seller, a written description of each such disagreement. Buyer and Seller will negotiate in good faith to resolve any such disagreements. If, after a period of 30 days following the date on which such written description is delivered, Buyer and Seller have not resolved each such disagreement, then either Buyer or Seller will be entitled to submit such disagreements to Deloitte & Touche LLP, or, to the extent a conflict arises, such other independent certified public accounting firm of recognized national standing in the United States that is independent of Target, Seller Parties and Buyer, and which Buyer and Seller agree upon (the “Resolution Accountants”) so long as such submitting party provides written notice of such submission to the nonsubmitting party. Within five Business Days after receipt of such written notice, Buyer and Seller will each deliver to the Resolution Accountants a written settlement offer setting forth its calculations of the Working Capital, the Funded Debt, the Seller’s Transaction Expenses and/or Purchase Price , to the extent there is a disagreement with respect to any of the foregoing and its position with respect to any other matter on the Closing Balance Sheet with respect to which there is a disagreement (each of Buyer’s settlement offer and Seller’s settlement offer, a “Settlement Offer”). Buyer will cause the Companies to grant to the Resolution Accountants reasonable access to the Companies’ books and records and any other then existing documentation reasonably necessary for such examination, and Target’s Accountants to discuss the preparation of the Closing Balance Sheet, the calculation of the Working Capital, the Funded Debt, the Seller’s Transaction Expenses and the Purchase Price and the conduct of the reviews referred audit and reasonable access to the work papers of Target’s Accountants. Acting with the power and authority of an arbitrator under Israeli Arbitration Law, the Resolution Accountants will resolve the disagreements within 30 days after the date on which the Resolution Accountants are engaged or as soon thereafter as possible, and the calculation of the Working Capital, the Funded Debt, the Seller’s Transaction Expenses and/or Purchase Price by the Resolution Accountants will be binding upon the Parties. In making such determination of the Purchase Price, (i) the Resolution Accountants will consider only those items, matters or amounts in the Settlement Offers as to which Buyer and Seller have disputed, (ii) with respect to any item of dispute, the Resolution Accountants may not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Seller in its Settlement Offer or less than the smallest value for such item claimed by Buyer or Seller in its Settlement Offer, and (iii) the Resolution Accountants’ determination of the Purchase Price shall be based upon the definition of “Working Capital,” “Funded Debt” and “Seller’s Transaction Expenses” set forth in this Agreement. The cost of the services of the Resolution Accountants pursuant to this Section 2.032.4(d) will be borne by the Party whose Settlement Offer sets forth a “Purchase Price” item that differs the most from the Purchase Price as finally determined by the Resolution Accountants. If both Settlement Offers differ equally, including without limitation such cost will be borne half by Buyer and half by Seller. If any Party fails to deliver a Settlement Offer in accordance with this Section 2.4(c), such cost will be borne by such Party. (d) In performing the making available to calculations contemplated by Sections 2.3 and 2.4, assets and liabilities of the extent necessary Companies, where functional currencies are their local currencies, have been and will be translated into U.S. dollars at the exchange rates in effect as of books, records, work papers and personnelthe Second Closing Date.

Closing Balance Sheet. (ia) Within 90 30 days of after the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) Seller shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Purchaser a balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Date (the "Closing Balance Sheet shall (xSheet") fairly present setting forth the consolidated financial position Shareholder's Equity, which will include the net income of the Company for the months of November 1998 through February 1999. The Purchaser shall then have 45 to review the Closing Balance Sheet, at Purchaser's expense, and confirm that it was prepared in a manner consistent with the Company's past practices (including the same type of line items as the balance sheet shown on the Financial Statements) and the terms of this Agreement. Upon Purchaser's request, Seller shall make available to Purchaser and its consolidated subsidiaries accountants such documents as of 12:01 AM on Purchaser may reasonably request in connection with the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt review of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and . (b) Within thirty (30) days after receipt of the amended Closing Balance Sheet, Seller shall deliver to Purchaser a written statement describing his objections, if any, thereto. Unless Seller so objects within such period, the Closing Balance Sheet, as amended shall become final and its advisors binding upon all parties. If Seller objects within such period, such objection shall be resolved by the Chicago office of a "big five" accounting firm other than PricewaterhouseCoopers, which shall be instructed to resolve such dispute within thirty (30) days. The resolution of disputes by such firm shall be set forth in writing and representatives access to Company personnel shall be conclusive and Records (binding upon the “Access”) as is reasonably necessary parties and the Closing Balance Sheet shall become final and binding upon the date of such resolution. The fees and expenses of such accounting firm shall be paid one-half by Purchaser and one-half by Seller. The parties shall cooperate promptly and in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capitalgood faith in resolving any dispute regarding the Closing Balance Sheet. (iic) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in In preparing the Closing Balance Sheet and determining the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement Shareholders Equity, no effect shall be duly delivered by given to the payment, release or discharge, in connection with the Closing, of the Company's promissory note to Seller to Buyer pursuant to Section 2.03(ii), in the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the original principal amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer $743,000 or Seller may thereafter cause an independent accounting firm any other debt of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, whether for borrowed funds, for trade debt or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyerotherwise. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (i) Within 90 days of On or before the 60th day after the Closing Date, Buyer the Purchaser will prepare a balance sheet as of the close of business on the Closing Date which shall be audited by PricewaterhouseCoopers LLP (itself or through the "Purchaser's Accountant") (together with the related audit report of such firm the "Closing Balance Sheet"), and which shall set forth a firm calculation of independent public accountants designated by Buyer) shall in good faith prepare the Closing Net Working Capital, and the Purchaser will deliver to Seller (a) a copy of the Closing Balance Sheet reflecting all balance sheet items of to the Company Sellers' Representative. Except as of 12:01 AM set forth on the Closing DateExceptions to GAAP Schedule 1E(ii), without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) be prepared in accordance with GAAP consistent with the preparation of the Company's audited financial statements as of December 31, 1998 and (y) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by Date. During the Company on or prior to 30-day period immediately following the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt Purchaser's delivery of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, Purchaser will provide (a) Seller with such additional information, documents, records the Sellers' Representative and the like (the “Records”) and (b) Seller and its advisors and representatives Sellers' accountant access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesCompany's records, and Seller shall be deemed will use reasonable efforts to have agreed with all other items and amounts contained in provide the Closing Balance Sheet Sellers' Representative and the calculation of Minimum Net Operating Working Capital delivered pursuant Sellers' accountant access to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement Purchaser's Accountant and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor work papers of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree Purchaser's Accountant related to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum the Closing Net Operating Working Capital. On or prior to the 30th day following Purchaser's delivery of the Closing Balance Sheet, the Sellers' Representative may give the Purchaser a written notice stating in reasonable detail the Sellers' objections (an "Objection Notice") to the Closing Balance Sheet. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination expressly set forth on the Closing Balance Sheet which is not specifically objected to in the Objection Notice shall be deemed final and binding upon the Parties upon delivery of the Objection Notice. If the Sellers' Representative does not give the Purchaser an Objection Notice within such 30-day period, then the Closing Balance Sheet will be conclusive and binding upon the Parties and the Closing Net Working Capital and set forth in the conduct Closing Balance Sheet will constitute the Closing Net Working Capital for purposes of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel1D above.

Closing Balance Sheet. (ia) Within As promptly as practicable, but in any event within 90 calendar days following the Closing Date, Covance shall deliver to the Purchaser an audited balance sheet of the Company (the "Closing Balance Sheet"), together with a report thereon of Covance's Accountants that the Closing Balance Sheet fairly presents the financial position of the Company as of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or effective immediately prior to the Closing Closing, in conformity with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet and set forth on Schedule 2.03using the same accounting policies as applied in the Reference Balance Sheet. Upon request of Seller which request shall be made within 45 days of receipt In addition, to assist the Purchaser's Accountants in their review of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and Covance shall use its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order cause Covance's Accountants to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior make available to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor Purchaser's Accountants all of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised working papers of Covance's Accountants used in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in connection with the preparation of the Closing Balance Sheet and the calculation report thereon, as well as the employees of Minimum Net Operating Working Capital and Covance's Accountants that participated in the conduct preparation and review of the reviews Closing Balance Sheet; provided, however, that the Purchaser agrees to enter into such customary agreements as may be reasonably requested by Covance's Accountants with respect thereto. (b) The Closing Balance Sheet delivered by Covance to the Purchaser shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that the Purchaser may dispute any amounts reflected on the Closing Balance Sheet, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet and with the past practice of the Company and using the same accounting policies as applied in the Reference Balance Sheet; provided further, however, that the Purchaser shall have notified Covance in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty Business Days of the Purchaser's receipt of the Closing Balance Sheet and the report of Covance's Accountants referenced in Section 2.08(a). In the event of such a dispute, Covance and the Purchaser shall attempt to reconcile their differences in good faith. If Covance and the Purchaser are unable to reach a resolution to each disputed item within thirty Business Days after receipt by Covance of the Purchaser's written notice of dispute, Covance's Accountants and the Purchaser's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Covance's Accountants and the Purchaser's Accountants are unable to reach a resolution with such effect within thirty Business Days after receipt by Covance 's Accountants and the Purchaser's Accountants of a request to reconcile the differences of Covance and the Purchaser, Covance's Accountants and the Purchaser's Accountants shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Covance and the Purchaser (such accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, within thirty Business Days after such submission, determine and report to Covance and the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on Covance and the Purchaser. The fees and disbursements of the Independent Accounting Firm shall be allocated between Covance and the Purchaser in this Section 2.03, including without limitation the making available same proportion that the aggregate amount of such remaining disputed items so submitted to the extent necessary Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Covance's Accountants, the Purchaser's Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Closing Balance Sheet shall be deemed final for the purposes of Section 2.08 and Section 2.09 upon the earliest of (A) the failure of the Purchaser to notify Covance of a dispute within thirty Business Days of Covance's delivery of the Closing Balance Sheet to the Purchaser, (B) the resolution of all disputes, pursuant to Section 2.08(b), by Covance and the Purchaser, (C) the resolution of all disputes, pursuant to Section 2.08(b), by Covance's Accountants and the Purchaser's Accountants and (D) the resolution of all disputes, pursuant to Section 2.08(b), by the Independent Accounting Firm. (d) The Purchaser agrees that following the Closing through the date that payment, if any, is made pursuant to Section 2.09, it will not take any actions with respect to any accounting books, records, work papers policy or procedure on which the Closing Balance Sheet is to be based that would make it impossible or impracticable to calculate Net Worth in the manner and personnelutilizing the methods required hereby.

Closing Balance Sheet. (i) Within 90 forty-five (45) days of after the Closing Date, Buyer (itself PainCare or through a firm of independent public accountants designated by Buyer) shall in good faith its Affiliate will prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Shareholders a balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of day immediately preceding the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date Statutory Merger Time prepared in accordance with GAAP and (ythe “Closing Balance Sheet”). Within thirty (30) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 business days of receipt after PainCare’s delivery of the Closing Balance SheetSheet to the Shareholders, the Buyer Shareholders shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation and setting forth PainCare, either accept the Closing Balance Sheet or describe in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as any proposed adjustments to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant reasons therefore, including pertinent calculations. If the Shareholders fail to Section 2.03(i). (iii) If a deliver notice of disagreement shall be duly delivered by Seller acceptance or objection to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following Closing Balance Sheet within such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-thirty (30) business day period, the parties are unable Shareholders shall be deemed to reach such agreementhave accepted the Closing Balance Sheet. Except in the case of a dispute with respect to the Closing Balance Sheet, either Buyer or Seller may thereafter cause an independent accounting firm within thirty (30) business days after delivery of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholders shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare. In the event that PainCare and the Shareholders are not able to agree on the Closing Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholders, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant that the Parties shall mutually select, for computation or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital verification in accordance with GAAP the provisions of this Agreement, and the accounting policies and practices used Net Equity Adjustment shall be paid by the Company on Shareholders to PainCare within ten (10) business days after receipt of the accountant’s computation or prior to verification. The computation or verification made by the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoParties, and there shall be no right of appeal from such decision. The cost of accountant’s fees and expenses for such review and report disputed determination shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined Party whose determination has been modified by the independent accountant is revised or, if all Parties’ determinations have been modified by the accountant, by all Parties in favor of Seller and proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 4.3 shall bear interest at eight percent (c8%) otherwise equally by Seller and Buyerper annum from the Adjustment Payment Date. (ivii) If the final Closing Balance Sheet reflects Cash of the Company that is less than Twenty Thousand and 00/100 Dollars ($20,000.00) (the “Required Cash”), or Net Shareholders’ Equity (as defined below) of the Company that is less than One Hundred Seventy Five and 00/100 Dollars ($175,000.00) (“Agreed Net Equity”), then the Shareholders shall pay to PainCare a “Net Equity Adjustment” equal to the sum of: (A) The parties hereto agree that they will, and agree to cause their respective independent accountants and remainder (not less than zero) obtained by subtracting the Company to cooperate and assist in the preparation of cash reflected on the Closing Balance Sheet and from the calculation of Minimum Required Cash; and (B) The remainder (not less than zero) obtained by subtracting (A) the “Net Operating Working Capital and in Shareholders Equity,” as hereinafter defined, from (B) the conduct of remainder obtained by subtracting the reviews referred to in this Section 2.03, including without limitation Required Cash from the making available to the extent necessary of books, records, work papers and personnel.Agreed Net Equity. “

Closing Balance Sheet. The Buyer shall prepare and cause Deloitte & Touche (ithe "Buyer's Accountants") Within 90 days to audit a determination of the Closing Date, Buyer (itself or through a firm consolidated Net Asset Value of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Sellers as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position close of the Company and its consolidated subsidiaries as of 12:01 AM business on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to "Closing Balance Sheet"). For purposes of measuring the Closing and set forth on Schedule 2.03. Upon request carrying value of Seller which request shall be made within 45 days of receipt any element of the Closing Balance Sheet, the Buyer shallassets and liabilities referred to above will be presented as though the transactions contemplated herein had not occurred and in accordance with generally accepted accounting principles consistently applied ("GAAP"). To the extent applicable to GAAP, within 30 days Sellers' accounting policies shall be used in applying GAAP for this purpose. The Closing Balance Sheet shall be examined by a firm of such request, provide (a) Seller with such additional information, documents, records and independent certified public accountants selected by the like Sellers (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records ("Sellers' Accountants"). In connection with the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation preparation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet Sheet, a physical count of the Corporate Sellers' inventory shall be taken on the Closing Date and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement Buyer's Accountants and the Sellers' Accountants shall be duly delivered by Seller present to Buyer pursuant to Section 2.03(ii), observe the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretocount. The cost of such review and report shall be borne (a) by Buyer if Sellers' Accountants may audit the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist work papers used in the preparation of the Closing Balance Sheet Sheet, and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making Sellers shall make available to the extent necessary of booksBuyer's Accountants, recordssubject to such conditions as required by such accountants, all work papers or other documents and personnelinformation as may be reasonably requested. As soon as possible after the Closing, but in no event later than sixty (60) days after the Closing, the Buyer shall deliver to the Sellers a draft copy of the Closing Balance Sheet. Within thirty (30) days of receipt thereof, the Buyer and the Sellers shall meet (if necessary) in an attempt to stipulate to the Purchase Price Adjustment described in Section 2.3(a) hereof (or stipulate to such portion thereof with respect to which there is no dispute) and, if and to the extent so stipulated, to prepare, jointly execute and deliver written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Buyer from the Escrow the amount of such Purchase Price Adjustment, 5 plus interest thereon as hereinafter provided, and, if necessary, to effectuate a cash payment by the Sellers to the Buyer of such Purchase Price Adjustment plus interest as is in excess of available funds in the Escrow. Any such Purchase Price Adjustment shall bear simple interest. If Buyer and Sellers determine that there is no Purchase Price Adjustment, they shall prepare, jointly execute and deliver written instructions to the Escrow Agent instructing the Escrow Agent to disburse the entire balance of the Escrow to the Sellers. The presentation of assets and liabilities on and for the purposes of the Closing Balance Sheet shall not be affected by the allocation of the Purchase Price as contemplated by Section 2.4 hereof nor by any appraisal or reappraisal made or caused to be made by or at the direction of any party.

Closing Balance Sheet. (i) Within 90 days of As soon as reasonably practicable following the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) and in any event within 30 days thereafter, the Seller shall in good faith prepare and deliver to Seller the Buyer (ai) the unaudited balance sheet of the PFI Business as of the close of business on the Closing Date (the "Closing Balance Sheet”) as prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("Seller’s Accountants”), together with the reports and work papers of Seller’s Accountants, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital”) as reflected on the Closing Balance Sheet reflecting all (the "Closing Net Working Capital Amount”) (together with reasonable back-up information providing the basis for such balance sheet items of the Company and calculation). Except as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for set forth in Section 6.042.5(a) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance SheetDisclosure Schedule, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by prepared in accordance with generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP”), and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for the Seller to Buyer pursuant to Section 2.03(ii)prepare the Closing Balance Sheet, the parties shallBuyer will provide to the Seller and the Seller’s employees, during Seller’s Accountant and other advisors prompt and full on-site access as shall be reasonable under the 45 days following circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such deliverybooks, use their best efforts to reach agreement on the disputed items or amounts in order to determinerecords, work papers and other supporting accounting documents as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(ireasonably requested), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy extent reasonably related to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum the Closing Net Operating Working Capital Amount. The Seller shall also give the Buyer and in the conduct of the reviews referred to in this Section 2.03its representatives, including without limitation the making available Ernst & Young ("Buyer’s Accountant”), access to the extent necessary of books, records, all work papers and personnelall other supporting accounting documents of the PFI Business related to the preparation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer’s Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller’s Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller’s Accountant to provide to Buyer’s Accountant access to work papers prepared pursuant to the audit of the Closing Balance Sheet.

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) Within thirty (30) days following the Closing Balance Sheet reflecting all Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of Date (the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the “Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and practices methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used by for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on or the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder. (b) Upon receipt from Sellers of the Closing Balance Sheet, Buyer shall examine or audit, or to cause its representatives to examine or audit, the Closing Balance Sheet following the Closing at its own cost and set forth on Schedule 2.03expense. Upon request If Buyer or its representatives determine that the Closing Balance Sheet has not been prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the Financial Statements, Buyer shall deliver a written notice describing such objections to the Sellers within ninety (90) days after Buyer’s receipt of Seller which request shall be made the Closing Balance Sheet. If Buyer does not deliver such written notice within 45 ninety (90) days of after Buyer’s receipt of the Closing Balance Sheet, then the Closing Balance Sheet shall be deemed the “Final Closing Balance Sheet” as defined herein. Buyer shall, within 30 days and Seller’s Representative (by themselves or through their respective representatives) will use all reasonable efforts to engage in good-faith negotiations to resolve any such objections promptly after receipt by the Sellers of such requestnotice. If a final resolution is not agreed to by Buyer and Sellers within ten (10) days after Sellers first receive notice of Buyer’s objections to the Closing Balance Sheet, provide the parties shall submit within ten (a10) Seller with such additional information, documents, records days thereof their disagreement to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another independent accounting firm as Buyer and the like Sellers may mutually agree upon (the “RecordsIndependent Third Party”) for resolution. Either party, upon Notice to the other party, may submit their disagreement to the Independent Third Party. The Independent Third Party, acting as expert and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) not as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i)arbitrator, Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in review the Closing Balance Sheet and consider the calculation written objections thereto, and shall resolve any such remaining objections and revise the Closing Balance Sheet if and to the extent necessary to bring it into conformity with GAAP consistent with and using the same accounting principles, policies and methods as in the Financial Statements (such balance sheet, as agreed to by Buyer and the Sellers or as revised following resolution by the Independent Third Party, the “Final Closing Balance Sheet”) and communicate the foregoing to Buyer and the Seller in writing, not later than thirty (30) days following the submission of Minimum Net Operating Working Capital delivered pursuant such dispute to Section 2.03(ithe Independent Third Party (unless Buyer and the Sellers agree or the Independent Third Party determines for cause that additional time is necessary to make the determination). (iiic) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant Subject to Section 2.03(ii2.3(a), in the event that the Tangible Net Worth of the Company, taking into account the payment of the Company Pre-Closing Liabilities, as reflected on the Final Closing Balance Sheet differs from the Tangible Net Worth as reflected on the Closing Balance Sheet, the parties shall re-determine the Balance Sheet Adjustment amount using the Final Closing Balance Sheet, and make any appropriate further adjustment to the Escrow Deposit prior to the release thereof to the Sellers (the “Further Adjustment Amount”). (d) The proceedings and determinations of the Independent Third Party shall not be subject to any arbitration law, including the Federal Arbitration Act. Except to the extent that any determination by the Independent Third Party was procured by fraud or exceeding the scope of the matters referred or referable to an Independent Third Party under Section 2.3(b), the parties shalldeterminations of the Independent Third Party shall for all purposes be conclusive, during the 45 days following such deliveryfinal and non-appealable, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than subject to judicial review under any circumstances and shall be binding on Buyer and the amount thereof shown in Buyer’s calculations delivered pursuant Sellers and their respective Affiliates, and each of Buyer and the Sellers and their respective Affiliates hereby waive the right to Section 2.03(i)appeal any decision of the Independent Third Party, nor more than the amount thereof shown in Seller’s calculation delivered pursuant whether to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer a court of law or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Companyotherwise, or to seek to stay or vacate any determination of the Independent Third Party. The fees and expenses of the Independent Third Party incurred in the resolution of such objections shall be shared equally by Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making Sellers; provided, however, (i) if such calculation, such independent accountants shall consider only those items or amounts in Independent Third Party concludes that no adjustment to the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital is required in accordance with GAAP consistent with and using the same accounting principles, policies and practices used by methods as in the Company on or prior to Financial Statements described, Buyer shall pay the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The entire cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the SellerIndependent Third Party, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (cii) otherwise equally by Seller and Buyer. (iv) The parties hereto agree if such Independent Third Party concludes that they will, and agree all adjustments to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet requested by Buyer in the form of written objections are required in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the Financial Statements, the Sellers shall pay the entire cost of such Independent Third Party. In all cases, Buyer and the calculation Sellers each shall provide each other, their respective representatives and the Independent Third Party full reasonable access to the books and records, any other information, including work papers of Minimum Net Operating Working Capital its accountants, and in to any employees to the conduct extent necessary for the preparation of the reviews all financial statements referred to in this Section 2.032.3. (e) The Company shall pay on or before the Closing all amounts payable for investment banking fees, accounting fees and legal fees (including without limitation the making available those relating to the extent necessary termination of booksthe ESOP, recordsas contemplated by Section 6.14(b) and expenses related to the transaction contemplated in this Agreement, work papers and personnelany severance or bonus payments due to any of the Company’s employees or other agents as of Closing and all outstanding debt of the Company except for the DOJ Obligation (which shall not exceed $1,500,000), accounts payable and accrued expenses; capital lease obligations (current and long-term) in the ordinary course of business and Company’s line of credit with Summit Bank (a/k/a “Fleet Bank”) (which line of credit shall not exceed $1,500,000 and which may be used to pay off any outstanding indebtedness of the Company to the Principal Sellers (as defined herein), so long as the line of credit does not exceed $1,500,000) (collectively, the “Approved Debt”).

Closing Balance Sheet. (i) Within 90 forty-five (45) days of after the Closing Date, Buyer (itself PainCare or through a firm of independent public accountants designated by Buyer) shall in good faith its Affiliate will prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Shareholder a balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of day immediately preceding the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date Statutory Merger Time prepared in accordance with GAAP and (ythe “Closing Balance Sheet”). Within twenty (20) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 business days of receipt after PainCare’s delivery of the Closing Balance SheetSheet to the Shareholder, the Buyer Shareholder shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation and setting forth PainCare, either accept the Closing Balance Sheet or describe in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as any proposed adjustments to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant reasons therefore, including pertinent calculations. If the Shareholder fails to Section 2.03(i). (iii) If a deliver notice of disagreement shall be duly delivered by Seller acceptance or objection to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following Closing Balance Sheet within such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-twenty (20) business day period, the parties are unable Shareholder shall be deemed to reach such agreementhave accepted the Closing Balance Sheet. Except in the case of a dispute with respect to the Closing Balance Sheet, either Buyer or Seller may thereafter cause an independent accounting firm within twenty (20) business days after delivery of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant that the Parties shall mutually select, for computation or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital verification in accordance with GAAP the provisions of this Agreement, and the accounting policies and practices used Net Equity Adjustment shall be paid by the Company on Shareholder to PainCare within ten (10) business days after receipt of the accountant’s computation or prior to verification. The computation or verification made by the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoParties, and there shall be no right of appeal from such decision. The cost of accountant’s fees and expenses for such review and report disputed determination shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined Party whose determination has been modified by the independent accountant is revised or, if all Parties’ determinations have been modified by the accountant, by all Parties in favor of Seller and proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 4.3 shall bear interest at eight percent (c8%) otherwise equally by Seller and Buyerper annum from the Adjustment Payment Date. (ivii) If the final Closing Balance Sheet reflects Cash of the Company that is less than Fifteen Thousand and No/100 Dollars ($15,000 (the “Required Cash”), or Net Shareholder’s Equity (as defined below) of the Company that is less than Forty Four Thousand and No/100 Dollars ($44,000) (“Agreed Net Equity”), then the Shareholder shall pay to PainCare a “Net Equity Adjustment” equal to the sum of: (A) The parties hereto agree that they will, and agree to cause their respective independent accountants and remainder (not less than zero) obtained by subtracting the Company to cooperate and assist in the preparation of cash reflected on the Closing Balance Sheet and from the calculation of Minimum Required Cash; and (B) The remainder (not less than zero) obtained by subtracting (A) the “Net Operating Working Capital and in Shareholder’s Equity,” as hereinafter defined, from (B) the conduct of remainder obtained by subtracting the reviews referred to in this Section 2.03, including without limitation Required Cash from the making available to the extent necessary of books, records, work papers and personnel.Agreed Net Equity. “

Closing Balance Sheet. As soon as practicable following the Closing, but in no event later than thirty (i30) Within 90 days following the Closing, the Company (in consultation with Buyer, and with such assistance as the Company shall reasonably request) shall prepare a statement of assets acquired and liabilities assumed as of the Closing Date, Buyer (itself or through a firm close of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM business on the Closing Date, without giving effect to any reflecting, among other things, the net book value of the transactions contemplated by this Agreement or any Purchased Assets and Assumed Liabilities and the net working capital of the Ancillary Agreements Business (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date"PRELIMINARY CLOSING BALANCE SHEET"). The Preliminary Closing Balance Sheet shall (x) fairly present the consolidated financial position consist solely of the Company Purchased Assets and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP Assumed Liabilities and (y) shall be prepared in accordance with accounting policies GAAP, applied on a basis consistent with the Financial Statements, except that (i) only the Purchased Assets and practices the Assumed Liabilities shall be included therein, (ii) no item shall fail to be included therein or excluded therefrom on the basis of materiality, individually or collectively, and (iii) at Buyer's option, the effect of any breaches of the representations and warranties of Shareholder or the Company made herein, discovered by Buyer on or before the date that the Adjusted Closing Balance Sheet is delivered by Buyer to the Company and for which the Company and Shareholder are finally determined to be responsible in accordance with the provisions of ARTICLE VII shall be fully reserved therein. Buyer and its representatives shall be provided complete access to all work papers and other information used by the Company on or prior to in preparing the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Preliminary Closing Balance Sheet, . Buyer shall examine and review the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Preliminary Closing Balance Sheet and in accordance with generally accepted auditing standards and, based upon such examination, make such adjustments, if any, to the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Preliminary Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as shall in its judgment be required to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital cause the Preliminary Closing Balance Sheet to reflect fairly those items required to be reflected therein in accordance with GAAP (after examination and any adjustment, the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer"ADJUSTED CLOSING BALANCE SHEET"). (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. As promptly as practicable after the Closing Date (ibut in no event more than sixty (60) Within 90 days of after the Closing Date) (such date, Buyer the "Closing Financial Statements Delivery Date"), the Purchaser will prepare and deliver to Holding a balance sheet of GLAS as of the close of business on the day immediately preceding the Closing Date (itself or through the "Closing Balance Sheet"). The Closing Balance Sheet shall be accompanied by a certificate of the Vice President - Controller of the GLAS Business as constituted by the Purchaser as of such date to the effect that the Closing Balance Sheet present fairly, in accordance with GAAP and the accounting practices of GLAS applied on a basis consistent with the Financial Statements for the year ended December 31, 1998, the financial condition of GLAS as of the close of business on the day immediately preceding the Closing Date. The Closing Balance Sheet will be prepared in accordance with GAAP, applied on a basis consistent with the Financial Statements for the year ended December 31, 1998. Holding and a firm of independent public accountants designated by BuyerHolding ("Holding's Accountant") shall will be entitled to reasonable access during normal business hours to the relevant records and working papers of the GLAS Business as constituted by the Purchaser to aid in good faith prepare and deliver to Seller (a) their review of the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateSheet. The Closing Balance Sheet shall (x) fairly present be deemed to be accepted by Holding and shall be conclusive for the consolidated financial position purposes of the Company adjustment described in SECTIONS 4.4.2 and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior 4.4.3 hereof except to the Closing and set forth extent, if any, that Holding or Holding's Accountant shall have delivered, within thirty (30) days after the date on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance SheetSheet is delivered to Holding, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation Purchaser stating each and setting forth every item to which Holding takes exception, specifying in reasonable detail the reasons for disagreement nature and Seller’s calculation extent of any such amount. Any such notice of disagreement shall specify those items or exception (it being understood that any amounts not disputed as to which Seller disagrees, and Seller provided herein shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(ipaid promptly). (iii) . If a notice of disagreement change proposed by Holding is disputed by Purchaser, then Purchaser and Holding shall be duly delivered by Seller negotiate in good faith to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following resolve such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii)dispute. If, after a period of thirty (30) days following the date on which Holding gives Purchaser notice of any such 45-day periodproposed change, any such proposed change still remains disputed, then Purchaser and Holding hereby agree that KPMG LLP (the parties "Accounting Firm") shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to make a determination with respect to the issues that are unable disputed by the parties, based on presentations by Holding and Purchaser, and by independent review of the Accounting Firm if deemed necessary in the sole discretion of the Accounting Firm, which determination shall be limited to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts issues still in dispute. The decision of the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report Accounting Firm shall be final and binding upon and shall be in accordance with the parties heretoprovisions of this SECTION 4. 4.1. The cost fees and expenses of such review and report the Accounting Firm, if any, shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise paid equally by Seller Purchaser and Buyer. (iv) Holding. The parties hereto agree that they will, and agree date on which the Current Assets Amount is finally determined pursuant to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews this SECTION 4.4.1 is referred to in this Section 2.03, including without limitation hereinafter as the making available to the extent necessary of books, records, work papers and personnel"DETERMINATION DATE."

Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) As promptly as practicable following the Closing Balance Sheet reflecting all Date but no later than 30 days after Closing, the Company shall prepare a consolidated balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries and the Excluded Subsidiaries as of 12:01 AM on and including the Closing Date (the "Closing Balance Sheet") in accordance with GAAP and (y) be prepared in accordance generally accepted accounting principles applied consistently with accounting policies and the Company's past practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Annual Financials. During the two days prior to and including the Closing Date, R.G.I.S. (the "Inventory Firm") shall conduct a wall-to-wall physical count of all owned inventory located at the stores, distribution centers and/or warehouses of the Company and its Subsidiaries for purposes of preparing the Closing Balance Sheet. Melville, Newco, the Company and their representatives shall be entitled to observe the physical count of the inventory. The cost of the physical count of the inventory conducted by the Inventory Firm shall be borne by Melville. As promptly as practicable and no later than fifteen (15) days following the Closing Date, the Inventory Firm shall deliver to Melville and Newco a written statement setting forth the inventory count as of and including the Closing Date (the "Inventory Statement"). The inventory reflected on the Closing Balance Sheet and shall be calculated in accordance with accounting principles consistently applied by the Company consistent with past practice based on the Inventory Statement, using the retail method consistent with the Company's past practice. Amounts reflected on the Closing Balance Sheet for those elements, accounts or items to be included in the calculation of Minimum Net Operating the Closing Working Capital shall include all known and estimated assets and liabilities as of and including the Closing Date consistent with the Company's past practices used in the conduct preparation of the reviews referred Annual Financials. As promptly as practicable following the receipt of the unaudited Closing Balance Sheet, KPMG Peat Marwick LLP, at Melville's cost, shall issue an independent auditors' report of the Closing Balance Sheet including an unqualified opinion as to in this Section 2.03, including without limitation such Closing Balance Sheet (the making available "KPMG Peat Marwick Report") (and prior to the extent necessary issuance by KPMG Peat Marwick LLP of bookssuch report, records▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., SC and representatives of Newco and the Company reasonably designated by Newco shall have the opportunity to review KPMG Peat Marwick's work papers and personnelto be present during the performance of all such procedures). KPMG Peat Marwick LLP shall furnish the KPMG Peat Marwick Report to Newco and Melville within 60 days following the Closing.

Closing Balance Sheet. (ia) Within 90 As promptly as possible and in any event within forty-five (45) days of after the Closing Date, Buyer (itself will prepare or through a firm of independent public accountants designated by Buyer) shall in good faith prepare cause to be prepared and deliver will provide to Seller (a) the Closing Balance Sheet reflecting all a consolidated balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Business as of the Closing Date. The Closing Balance Sheet shall Date (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the “Closing Balance Sheet”), the Buyer shall, within 30 days of such request, provide (a) Seller together with such additional information, documents, records and the like a written statement (the “RecordsClosing Statement”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail its determination of the reasons for disagreement Tangible Net Worth on the Closing Date as reflected on the Closing Balance Sheet. (b) The Closing Balance Sheet and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesthe Closing Statement will be final, conclusive and Seller shall binding on the parties (and will be deemed to have agreed with all other items constitute a “Final Closing Balance Sheet” and amounts contained in “Final Closing Statement,” respectively) unless Seller provides a written notice (a “Dispute Notice”) to Buyer no later than the twentieth (20th) day after delivery of the Closing Balance Sheet and Closing Statement setting forth in reasonable detail (i) any item on the calculation Closing Balance Sheet and/or the Closing Statement which Seller believes is incorrect and the basis for such determination and (ii) the correct amount of Minimum Net Operating Working Capital delivered pursuant such item. Any item or amount to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered which no dispute is raised in the Dispute Notice and which is not otherwise affected by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts will be final, conclusive and binding on the parties. (c) Buyer and Seller shall attempt to resolve the matters raised in order to determine, as may be required, a Dispute Notice in good faith. Ten (10) days after delivery of the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreementDispute Notice, either Buyer or Seller may thereafter cause an provide written notice to the other that it elects to submit any unresolved dispute to Ernst & Young, LLP or another nationally recognized independent accounting firm of internationally recognized standing reasonably satisfactory to chosen jointly by Buyer and Seller (the “Independent Auditor”). The Independent Auditor will promptly review the unresolved items from the Dispute Notice and Buyer (who shall not have any material relationship with resolve the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital dispute in accordance with GAAP GAAP. The final consolidated balance sheet of the Company as of the Closing Date and the accounting policies and practices used by related statement of the Company Tangible Net Worth on or prior to the Closing and set forth Date as reflected on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, such balance sheet as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as so determined by the independent accountant is not revised in favor Independent Auditor shall be referred to as the “Final Closing Balance Sheet” and the “Final Closing Statement,” respectively. The fees and expenses of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise Independent Auditor will be borne equally by Seller Buyer and Buyer. (iv) Seller. The parties hereto agree that they will, and agree decision of the Independent Auditor with respect to cause their respective independent accountants and the Company to cooperate and assist in the preparation items of the Closing Balance Sheet and the calculation Closing Statement submitted to it will be final, conclusive and binding on the parties absent manifest error, and judgment thereon may be entered by any court of Minimum Net Operating Working Capital and in the conduct competent jurisdiction. Each of the reviews referred parties to in this Section 2.03Agreement agrees to use its commercially reasonable efforts to cooperate with the Independent Auditor and to cause the Independent Auditor to resolve any dispute no later than thirty (30) days after selection of the Independent Auditor. (d) If the Tangible Net Worth set forth on the Final Closing Statement is less than the Threshold TNW (a “Shortfall”), including without limitation then no later than the making available fifth (5th) day after the determination of the Final Closing Balance Sheet and the Final Closing Statement Buyer and Seller shall promptly provide a joint written instruction to the extent necessary Escrow Agent to deliver from the Escrow Account to Buyer the amount of booksthe Shortfall by wire transfer in immediately available funds to the account designated in writing by Buyer to the Escrow Agent. If the Tangible Net Worth set forth on the Final Closing Statement is greater than the Threshold TNW (an “Excess”), recordsthen accounts receivable having a face value equal to the amount of the Excess shall be deemed to be excluded from the Accounts Receivable and to be excluded from the Purchased Assets, work papers and personnelno later than the fifth (5th) day after the determination of the Final Closing Balance Sheet and the Final Closing Statement such excluded accounts receivable shall instead be subject to the terms of the Collection Agreement annexed hereto as Exhibit 2.7(d). The specific accounts receivable to subject to the Collection Agreement shall be selected by Parent in its sole and absolute discretion.

Closing Balance Sheet. (i) Within 90 In order to determine the Purchase Price Adjustment, GTS shall prepare and deliver to Purchasers, within 60 days of following the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateSheet. The Closing Balance Sheet shall (x) fairly present be prepared by GTS at its own expense with the consolidated financial position assistance, if applicable, of the Company and its consolidated subsidiaries personnel of Sellers who become employees of Purchasers as of 12:01 AM on or following the Closing Date in accordance with GAAP and as may be reasonably requested by GTS. The Closing Balance Sheet (yi) shall be prepared in accordance with accounting policies and practices used by the Company on or prior to GTS Accounting Principles, (ii) shall have the Closing and same line items as set forth on Schedule 2.03in the March 31st Balance Sheet and (iii) shall not take into consideration any events occurring after the Closing. Upon request of Seller which request GTS shall be made within 45 days of receipt permit, and shall use its commercially reasonable efforts to cause its accountants to permit, Purchasers’ accountants reasonable access to all work papers and other pertinent information used in connection with the preparation of the Closing Balance Sheet, . If the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) Purchase Price as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in determined based on the Closing Balance Sheet as the same becomes final and binding on the calculation of Minimum Net Operating Working Capital delivered parties pursuant to Section 2.03(i). (iii2.6(b) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be is less than the amount thereof shown Estimated Purchase Price, then GTS and GTF (in Buyer’s calculations delivered pursuant accordance with the allocation set forth on Schedule 2.5(c)) shall remit to Section 2.03(iPurchasers the Purchase Price Adjustment, together with interest thereon at the 60 day London InterBank Offered Rate (LIBOR), nor more as reported by Bloomberg on the Closing Date calculated on an annual basis but prorated for the actual number of days for which interest is to be paid (i.e., the number of days from but excluding the Closing Date to and including the date of payment) (the “LIBOR Rate”), by wire transfer of immediately available funds, not later than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, third Business Day after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be becomes final and binding upon the parties heretopursuant to Section 2.6(b), to an account that Purchasers shall designate to GTS. The cost of such review and report shall be borne (a) by Buyer if If the Minimum Net Operating Working Capital Purchase Price as determined based on the Closing Balance Sheet, as the same becomes final and binding upon the parties pursuant to Section 2.6(b), is greater than the Estimated Purchase Price, then, Purchasers shall, in accordance with the allocation set forth on Schedule 2.5(c), remit to GTS and GTF the Purchase Price Adjustment, together with interest thereon at the LIBOR Rate from the Closing Date to the date of payment, by wire transfer of immediately available funds, not later than the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of third Business Day after the Closing Balance Sheet becomes final and binding upon the calculation of Minimum Net Operating Working Capital parties pursuant to Section 2.6(b), to accounts that GTS and GTF shall designate to Purchasers. The Purchase Price shall be deemed adjusted downwards or upwards, as the case may be (in accordance with the conduct of allocation set forth on Schedule 2.5(c), if applicable), by the reviews referred to in amount remitted by GTS or GTF, on the one hand, or Purchasers, on the other hand, under this Section 2.03, including without limitation the making available 2.6 subject to the extent necessary of books, records, work papers and personneladjustment pursuant to Section 2.6(b).

Closing Balance Sheet. (ia) Within 90 days of Following the Closing Date, Buyer Purchaser shall cause to be prepared the balance sheet of the Subject Company as of the Closing Date (itself or through the "CLOSING BALANCE SHEET"), which shall be prepared and presented consistent with GAAP, applied on a firm consistent basis with the preparation of independent public accountants designated by Buyerthe balance sheet included in the Financial Statements. Within thirty (30) days following the Closing Date, Purchaser shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of to Seller accompanied by a statement documenting the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateDate ("WORKING CAPITAL CALCULATION STATEMENT"). The Closing Balance Sheet and Working Capital Calculation Statement shall have been reviewed by Pannell Kerr & Forster of Te▇▇▇, ▇▇▇., ▇nde▇▇▇▇▇▇▇ public accountants of Purchaser ("PURCHASER'S AUDITOR"), and, following the delivery thereof, shall (xat Seller's option) fairly present the consolidated financial position be reviewed by independent public accountants or consultants engaged by Seller ("SELLER'S AUDITOR"), who will be afforded full access to all books and records of the Subject Company and its consolidated subsidiaries as of 12:01 AM work papers used in the preparation thereof. (b) Within thirty (30) days following the date on which the Closing Date in accordance with GAAP Balance Sheet and Working Capital Calculation Statement are delivered pursuant to Section 1.5(a), Seller shall give notice to Purchaser as to whether Seller has any objection thereto (y) be prepared in accordance with accounting policies such notice to contain Seller's comments and practices used by the Company on or prior exceptions to the Closing Balance Sheet and set forth on Schedule 2.03Working Capital Calculation Statement, if any). Upon request Failure to object to the Closing Balance Sheet or the Working Capital Calculation Statement within such 30-day period shall constitute Seller' acceptance thereof. If Seller gives notice that it does not concur with the Closing Balance Sheet or the Working Capital Calculation Statement presented by Purchaser and the parties are unable to mutually resolve Seller's exceptions within twenty (20) days following the date of such notice, then within twenty (20) days following the date of such notice Purchaser and Seller which request shall jointly select and retain an independent firm of certified public accountants of national standing and reputation (the "INDEPENDENT FIRM") for the purpose of resolving all remaining unresolved issues with respect to the Closing Balance Sheet and the Working Capital Calculation Statement. In the event that Seller and Purchaser are unable to agree upon the firm to be selected as the Independent Firm within such twenty (20) day period, then such selection shall be made by an independent arbitrator agreed upon from a list of three arbitrators supplied, at Purchaser's request, within 45 five (5) days after the expiration of receipt the twenty-day period, to Purchaser and Seller from the American Arbitration Association, and the retention of the Independent Firm shall be made by Seller and Purchaser within five (5) days after such list is supplied. (c) Within twenty (20) days following such retention of the Independent Firm, Seller and Purchaser shall present to the Independent Firm the issue or issues that must be resolved with respect to the Closing Balance Sheet and the Working Capital Calculation Statement. (d) Seller and Purchaser shall use commercially reasonable efforts to cause the Independent Firm to render its decision as soon as is reasonably practicable, including, without limitation, prompt compliance with all reasonable requests by the Independent Firm for information, papers, books, records and the like; provided that Seller and Purchaser agree that the purpose of retention of the Independent Firm shall not include the conduct of its own independent audit of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller but rather shall be deemed limited to have agreed resolving the issues presented to it and matters related thereto. All decisions of the Independent Firm with all other items and amounts contained in respect to the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report Calculation Statement shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of both Seller and (c) otherwise equally by Seller Purchaser and Buyerjudgment may be entered thereon in any court of competent jurisdiction. (ive) The parties hereto agree that they willPurchaser and Seller shall bear all fees, costs, disbursements and agree to cause other expenses of their own respective auditor associated with performance of their respective independent accountants functions pursuant to this Section 1.5. For purposes of this Agreement, payment of all fees, costs, disbursements and the Company to cooperate and assist in the preparation other expenses of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred Independent Firm that are incurred pursuant to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers 1.5 shall be split evenly between Seller and personnelPurchaser.

Closing Balance Sheet. (i) Within 90 days 5.1 The Buyer and the Seller will immediately upon Closing start cooperating with the objective of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) agreeing upon the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing DateSheet, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The which Closing Balance Sheet shall (x) will fairly present the consolidated financial position assets and liabilities of the Company and its consolidated subsidiaries Group as of 12:01 AM on the Closing Date in accordance with GAAP the Accounting Principles, and will include the Closing Net Working Capital, the Closing Internal Net Indebtedness, the Closing Cash and the Closing Indebtedness (yhereinafter jointly referred to as the "Final Figures") be prepared and the computation of any adjustment of the Purchase Price or payment provided for in accordance Section 4.4, if any, derived therefrom together with accounting policies and practices used the amount of any amount payable by the Company on Seller or prior the Buyer, as the case may be, to the Closing and set forth on Schedule 2.03other party according to Sections 4.3 or 4.4 above. Upon request of Seller which request shall be made within 45 days of receipt of In establishing the Closing Balance Sheet, all fixed assets shall be valued at the book values reflected in the Accounts less depreciation according to plan until the Closing Date and all inventory of raw materials, products in process, finished products and consumables shall be valued on the basis of a joint physical stock take carried out by the parties in connection with the Closing Date. 5.2 If the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like Seller have not been able to agree as contemplated in Section 5.1 above within thirty (the “Records”30) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 calendar days after delivery and/or provision of all Records and/or Accessthe Closing Date, respectivelythen within another five (5) Business Days thereafter, requested by the Seller within will deliver to the 45-day period referred to in Section 2.03(i), deliver Buyer a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the draft Closing Balance Sheet and (the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii"Draft Closing Balance Sheet") If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with setting forth the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation 's determination of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Final Figures and in the conduct a computation of the reviews adjustment of the Purchase Price or payment provided for in Section 4.4, if any, derived therefrom and the amount payable by the Seller or the Buyer, as the case may be, to the other party according to Section 4.3 above, if any. The Buyer will then review the Draft Closing Balance Sheet during a maximum period of Men (15) calendar days from the date on which the Buyer received the Draft Closing Balance Sheet from the Seller. 5.3 Following the completion of the Buyer's review of the Draft Closing Balance Sheet, the Buyer shall notify the Seller in writing whether the Buyer accepts the Seller's computation of the Closing Balance Sheet and the Final Figures and any proposed adjustment of the Purchase Price derived therefrom or disagrees therewith, such notification to be made no later than on the last day of the Buyer's review period described in Section 5.2 above. If the Buyer disagrees therewith by a notice timely made as aforesaid, the Buyer shall furnish to the Seller as part of such notice an adjusted Closing Balance Sheet and computation of the Final Figures which (i) sets forth in reasonable detail the adjustments to the Draft Closing Balance Sheet, and (ii) specifies in reasonable detail the Buyer's basis for its disagreement with the Seller's computation (such adjusted Closing Balance Sheet is referred to as the "Adjusted Closing Balance Sheet"). If the Buyer fails to express its disagreement within the stipulated period of time, then the Draft Closing Balance Sheet will constitute the Closing Balance Sheet for purposes of this Agreement and the Buyer will be deemed to have accepted the Seller's computation of the Final Figures and any adjustment of the Purchase Price or payment provided for in Section 4.4, if any, derived therefrom. Any amount that is not in dispute at that time will then be promptly paid by the party obliged to make such payment hereunder to the party entitled to receive such payment. 5.4 If, within fifteen (15) calendar days after the date on which the Seller received the Adjusted Closing Balance Sheet, the Seller determines in good faith that the computation set forth therein is inaccurate, the Seller shall give notice to the Buyer within the same period of time, (i) setting forth the Seller's determination of the Final Figures, and (ii) specifying in reasonable detail the Seller's basis for its disagreement with the Buyer's computation. If the Seller fails to express its disagreement within the stipulated period of time, then the Adjusted Closing Balance Sheet will constitute the Closing Balance Sheet for purposes of this Agreement and the Seller will be deemed to have accepted the Buyer's computation of the Closing Balance Sheet and the Final Figures and any adjustment of the Purchase Price or payment provided for in Section 4.4, if any, derived therefrom. Any amount that is not in dispute at that time will then be promptly paid by the party obliged to make such payment hereunder to the party entitled to receive such payment. 5.5 During any period of time referred to in this Section 2.03Sections 5.1-4 above, the Seller, the Buyer and their respective authorized representatives - including without limitation Ernst & Young or any other internationally recognized accounting firm as the making available Seller shall designate in writing to the extent necessary of Buyer, and Arthur Andersen or such other internationally recognized public ▇▇▇▇▇▇t▇▇▇ ▇▇▇▇ as the Buyer shall designate in writing to the Seller - will be entitled to review, during normal business hours, the books, records, records and work papers and personnel.of the Companies in order to cooperate as intended in this Article 5 as well as prepare or review the Draft Closing Balance

Closing Balance Sheet. (i) Within 90 days Seller shall, at Seller's cost and expense, --------------------- prepare or cause to be prepared a balance sheet of the Specified Assets and the Specified Liabilities (to the extent required by GAAP to be disclosed on a balance sheet) as of the Effective Date ("Closing Date, Buyer (itself or through a firm of independent public accountants designated by BuyerBalance Sheet") in accordance with GAAP which shall fairly present in good faith prepare all material respects the Specified Assets and the Specified Liabilities. Seller shall deliver to Seller (a) the Closing Balance Sheet reflecting to NCO within thirty (30) days after the Effective Date. On or before the date that Seller delivers the Closing Balance Sheet to NCO, Seller shall deliver to NCO detailed lists ("Closing Balance Sheet Lists") of all of the Specified Assets and Specified Liabilities by balance sheet items of account, and with aggregate net balances equal to the Company as of 12:01 AM balances on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing DateBalance Sheet. The Closing Balance Sheet Lists shall (x) fairly present the consolidated financial position include, but not necessarily be limited to, lists of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional informationAccounts Receivable, documentsshowing customer names, records individual invoice dates, individual invoice amounts and allowances for doubtful accounts, or, in the like case of earned but not billed receivables, customer names and individual dates on which the receivables are billed (the “Records”) and "Receivable Lists"); (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained current assets included in the Closing Balance Sheet Specified Assets, itemized by category and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and appropriate explanation; (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist Tangible Property included in the preparation of the Closing Balance Sheet Specified Assets, grouped as to type, showing cost, accumulated depreciation and the calculation of Minimum Net Operating Working Capital net book value; (d) Software and Intangibles included in the conduct of Specified Assets, showing cost or amount capitalized, accumulated amortization and net book value; (e) accounts payable included in the reviews referred to Specified Liabilities, itemized by payee; (f) accrued expenses and reserves included in this Section 2.03the Assumed Liabilities, including without limitation itemized by category and with appropriate explanation; (g) deferred revenues included in the making available to Assumed Liabilities, itemized by customer and dates by which revenue will be recognized; and (h) other current and long-term liabilities included in the extent necessary of booksAssumed Liabilities, records, work papers and personnelitemized by payee.

Closing Balance Sheet. Schedule 2.3 of the Disclosure Schedule sets forth a calculation of the consolidated net worth of the Target and its Subsidiaries based on the balance sheet contained in the Most Recent Month End Financial Statements. As promptly as practicable after the Closing Date (ibut in no event more than ninety (90) Within 90 days of after the Closing Date), Buyer will cause the Target to prepare and deliver to the Sellers consolidated financial statements of the Target and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date (itself or through the "CLOSING FINANCIAL STATEMENTS"). The Closing Financial Statements shall be accompanied by a certificate of the Chief Financial Officer of the Target to the effect that the Closing Financial Statements present fairly, in accordance with GAAP and the accounting practices of the Target and its Subsidiaries applied on a basis consistent with the Financial Statements, except with respect to those changes set forth on Schedule 4.10, the financial condition of the Target and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date. The balance sheet contained in the Closing Financial Statements shall be referred to herein as the "CLOSING BALANCE SHEET." The closing Financial Statements will be prepared in accordance with GAAP, applied on a basis consistent with the 1995 Year End Financial Statements, except with respect to certain agreed changes in accounting policies as set forth in Schedule 4.10 attached hereto and incorporated herein by this reference. The Closing Balance Sheet shall be accompanied by reasonably detailed schedules including a calculation of the Net Worth Value. The Sellers and a firm of independent public accountants designated by Buyerthe Sellers (the "SELLERS' ACCOUNTANT") shall in good faith prepare will be entitled to reasonable access during normal business hours to the relevant records and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items working papers of the Company as of 12:01 AM on the Closing Date, without giving effect Target and its Subsidiaries to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for aid in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as their review of the Closing DateFinancial Statements. The Closing Balance Sheet Financial Statements shall (x) fairly present be deemed to be accepted by the consolidated financial position Sellers and shall be conclusive for the purposes of the Company adjustment described in Sections 2.3(b) and its consolidated subsidiaries as of 12:01 AM 2.3(c) hereof except to the extent, if any, that the Sellers or the Sellers' Accountant shall have delivered, within thirty (30) days after the date on which the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior Financial Statements are delivered to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance SheetSellers, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation stating each and setting forth every item to which the Sellers take exception, specifying in reasonable detail the reasons for disagreement nature and Seller’s calculation extent of any such amount. Any such notice of disagreement shall specify those items or exception (it being understood that any amounts not disputed as to which Seller disagrees, and Seller provided herein shall be deemed to have agreed with all other items and amounts contained in paid promptly). If a change proposed by the Closing Balance Sheet Sellers is disputed by Buyer, then Buyer and the calculation of Minimum Net Operating Working Capital delivered pursuant Sellers shall negotiate in good faith to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following resolve such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii)dispute. If, after a period of twenty (20) days following the date on which the Sellers give Buyer notice of any such 45-day periodproposed change, the parties are unable to reach any such agreementproposed change still remains disputed, either then Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for Sellers hereby agree that Ernst & Young, LLP (the purpose of calculating Minimum Net Operating Working Capital"ACCOUNTING FIRM") shall resolve any remaining disputes. In making such calculationThe Accounting Firm shall act as an arbitrator to determine, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used based solely on presentations by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller Sellers and Buyer, as promptly as practicableand not by independent review, a report only those issues still in reasonable detail setting forth such calculationdispute. Such report The decision of the Accounting Firm shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if in accordance with the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor provisions of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnel.this

Closing Balance Sheet. (ia) Within 90 days of after the Closing DateDate has occurred, Buyer (itself or through a firm of independent public accountants designated by Buyer) the Sellers shall in good faith prepare and deliver to Seller (ai) the TCD's Closing Balance Sheet reflecting all balance sheet items as of the Company as close of 12:01 AM business on the Closing Date, without Date immediately prior to giving effect to any the Closing and (ii) a certificate of the transactions contemplated by this Agreement or any Parent's chief executive officer as to such Closing Balance Sheet as of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation close of Minimum Net Operating Working Capital as of business on the Closing Date. The Closing Balance Sheet shall (xA) fairly present the consolidated financial position of TCD as at the Company and its consolidated subsidiaries as close of 12:01 AM business on the Closing Date in accordance with GAAP applied on a basis consistent with those used in the preparation of the Balance Sheet and (yB) be prepared include line items substantially consistent with those in accordance the Balance Sheet. Sellers shall consult with accounting policies and practices used by Buyer in connection with the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt preparation of the Closing Balance Sheet, and shall permit Buyer's accountants, Price Waterhouse LLP ("PW") at the Buyer shallearliest practicable date to review all work papers, within 30 days schedules and calculations used in the preparation thereof and to make copies of such requestall non-proprietary work papers, provide (a) Seller with such additional information, documents, records schedules and calculations used in the like (the “Records”) and preparation thereof. (b) Seller and its advisors and representatives access to Company personnel and Records (If Buyer disagrees with the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s Sellers' calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital Closing Stockholders' Equity delivered pursuant to Section 2.03(i2.08(a), Seller Buyer may, within 45 thirty (30) days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period documents referred to in Section 2.03(i2.08(a), deliver a notice to Buyer the Parent disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s Buyer's calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller Buyer disagrees, and Seller Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Closing Stockholders' Equity delivered pursuant to Section 2.03(i2.08(a). (iiic) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii2.08(b), the parties shall, during the 45 thirty (30) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working CapitalClosing Stockholders' Equity, which amount shall not be more than the amount thereof shown in Sellers' calculations delivered pursuant to Section 2.08(a) nor less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s 's calculation delivered pursuant to Section 2.03(ii2.08(b). If, after during such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may they shall promptly thereafter cause an other independent accounting firm accountants of internationally nationally recognized standing reasonably satisfactory to Seller Parent and Buyer (who shall not have any material relationship with the Seller, the Company, Parent or the Buyer or any other of their AffiliatesBuyer), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working CapitalClosing Stockholders' Equity. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s Sellers' calculation of Minimum Net Operating Working Capital Closing Stockholders' Equity as to which Seller Buyer has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller Parent and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (ai) by Sellers if the difference between the Final Stockholders' Equity and Closing Stockholders' Equity as set forth in Sellers' calculation of Closing Stockholders' Equity delivered pursuant to Section 2.08(a) is greater than the difference between Final Stockholders' Equity and Closing Stockholders' Equity as set forth in Buyer's calculation of Closing Stockholders' Equity delivered pursuant to Section 2.08(b), (ii) by Buyer if the Minimum Net Operating Working Capital as determined by first such difference is less than the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller second such difference and (ciii) otherwise equally by Seller Parent and Buyer; provided, however, that if the difference between Final Stockholders' Equity and the Sellers' calculation of Closing Stockholders' Equity delivered pursuant to Section 2.08(a) is less than 5% of the Sellers' calculation of Closing Stockholders' Equity delivered pursuant to Section 2.08(a), then the cost of such review and report shall be borne by Buyer. (ivd) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Closing Stockholders' Equity and in the conduct of the audits and reviews referred to in this Section 2.032.08, including without limitation the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 days of No later than five (5) Business Days prior to the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) FDC shall in good faith prepare and deliver to Seller (a) Acquiror its good faith estimate of a consolidated balance sheet of FDC and its consolidated Subsidiaries for the Closing Date (the "Preliminary Closing Balance Sheet reflecting all Sheet"). At Closing, FDC shall prepare and deliver to Acquiror its good faith estimate of a consolidated balance sheet items of FDC and its consolidated Subsidiaries as of the Company Closing Date (the "Estimated Closing Balance Sheet"). As soon as of 12:01 AM on reasonably practicable following the Closing Date, without giving effect and in any event within sixty (60) calendar days thereof, the Holder Representative shall prepare and deliver to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Acquiror an unaudited consolidated balance sheet as of the Closing Dateof FDC and its consolidated Subsidiaries (the "Closing Balance Sheet"). The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date be reviewed by Price Waterhouse Coopers, LLP in accordance with GAAP procedures agreed upon by Acquiror and (y) be prepared in accordance with accounting policies the Holder Representative. The fees and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request expenses of Seller which request Price Waterhouse Coopers, LLP shall be made within 45 days of receipt paid one-half by Acquiror and one-half as a Holder Allocable Expense pursuant to Section 1.4 hereof. (b) In connection with the preparation of the Closing Balance Sheet, the Buyer shallHolder Representative shall prepare and deliver to Acquiror the written determination of the amounts of FDC Debt, within 30 days of such requestthe Retirement Payments, provide (a) Seller with such additional information, documents, records the Deal Bonuses and the like Holder Allocable Expenses paid by FDC or its Subsidiaries and/or payable by the Surviving Corporation or its consolidated Subsidiaries (excluding any obligations undertaken or incurred by or at the direction of Acquiror, its Affiliates or its agents), as the case may be (collectively, the "Final Adjustments"). Price Waterhouse Coopers, LLP shall review the Final Adjustments in accordance with procedures agreed upon by Acquiror and the Holder Representative. If the portion of the Final Adjustments that consists of the principal amount of the FDC Debt (the “Records”"Final Principal Amount") and (b) Seller and its advisors and representatives access to Company personnel and Records is greater than the portion of the Closing Adjustments that consists of the principal amount of FDC Debt (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i"Closing Principal Amount"), Seller maythe Acquiror shall be entitled to receive the excess of the Final Principal Amount over the Closing Principal Amount. If the Final Principal Amount is less than the Closing Principal Amount, within 45 days after delivery and/or provision the Holder Representative shall be entitled to receive the excess of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(iClosing Principal Amount over the Final Principal Amount. If the Final Adjustments other than the Final Principal Amount (the "Final Other Amounts") are greater than the Closing Adjustments other than the Closing Principal Amount (the "Closing Other Amounts"), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller Acquiror shall be deemed entitled to have agreed with all other items and amounts contained in the excess of the Final Other Amounts over the Closing Other Amounts, multiplied by sixty-two percent (62%). If the Final Other Amounts are less than the Closing Other Amounts, the Holder Representative shall be entitled to the excess of the Closing Other Amounts over the Final Other Amounts, multiplied by sixty-two percent (62%). On the date the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital is delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii)Acquiror, the parties shall calculate the payments required under this Section 1.6(b) and determine which of the Acquiror or the Holder Representative is entitled to be paid on a net basis. If the Acquiror is to be paid on a net basis, it shall be entitled to receive such net amount from (and up to the amount of) the Indemnification Escrow Amount, including any interest earned thereon, less any amounts paid pursuant to Article 10. If the Holder Representative is entitled to be paid on a net basis, the Acquiror shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer within three (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a3) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor Business Days of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation delivery of the Closing Balance Sheet and Sheet, pay the calculation Holder Representative such net amount by wire transfer of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03, including without limitation the making immediately available funds for distribution to the extent necessary holders of booksFDC Shares and Options (pro rata, records, work papers and personnelin accordance with their respective entitlements to the Merger Consideration).

Closing Balance Sheet. (i) Within 90 days of following the Initial Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to the Seller (a) the Closing Balance Sheet reflecting all Representative a balance sheet items of the Company as of 12:01 AM on (in its final and binding form, the "CLOSING BALANCE SHEET"), setting forth the Closing DateIndebtedness, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) Tax Liability, the Closing Net Worth and (b) a reasonably detailed calculation of Minimum Closing Net Operating Working Capital Current Assets and the resulting Purchase Price calculated with reference to such amounts as of the end of the business day immediately preceding the Initial Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position include all known adjustments required in a year-end closing of the Company books and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) shall be prepared in accordance with accounting policies and practices used by GAAP. Sellers shall cooperate as reasonably requested in connection with the Company on or prior to preparation of the Closing and set forth on Schedule 2.03Balance Sheet. Upon request of During the 20-day period immediately following the Seller which request shall be made within 45 days of Representative's receipt of the Closing Balance Sheet, Sellers shall be permitted to review the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, Company's books and records and the like (the “Records”) and (b) Seller and its advisors and representatives access Company's working papers related to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct determination of the reviews referred Purchase Price. (ii) The Closing Balance Sheet shall become final and binding upon the parties 20 days following the Seller Representative's receipt thereof, unless one or more Sellers shall give written notice of his disagreement (a "NOTICE OF DISAGREEMENT") to Buyer prior to such date. Any Notice of Disagreement shall specify in this Section 2.03, including without limitation reasonable detail the making available nature and dollar amount of any disagreement so asserted and shall be delivered only if (and to the extent necessary that) unless such Seller(s) reasonably and in good faith determines that the Closing Balance Sheet and the resulting Purchase Price calculated with reference thereto delivered by Buyer has not been determined in accordance with the guidelines and procedures set forth in this Agreement. If a timely Notice of booksDisagreement is received by Buyer, recordsthen the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (defined below). Following delivery of a Notice of Disagreement, work Buyer and its agents and representatives shall be permitted to review Sellers' and their representatives' working papers relating to the Notice of Disagreement. (iii) During the 20 days immediately following delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. At the end of such 20-day period, the parties shall submit to a mutually satisfactory independent "big-five" accounting firm other than Ernst & Young LLP for review and personnelresolution of all matters (but only such matters) that remain in dispute and that were properly included in the Notice of Disagreement. If the parties are unable to mutually agree upon an accounting firm, Buyer and the Seller Representative shall select by lot a "big-five" accounting firm other than Ernst & Young LLP. The parties shall instruct the accounting firm ultimately agreed upon or selected by lot under this Section 2.3(d)(iii) (the "ACCOUNTING FIRM") to make a final determination of the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and Closing Net Current Assets and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. The parties shall instruct the Accounting Firm to not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Seller Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Seller Representative, on the other hand. The Parties shall also instruct the Accounting Firm to make its determination based solely on presentations by Buyer and the Seller Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e. not on the basis of an independent review). (iv) The Closing Balance Sheet and the determination of the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and Closing Net Current Assets and the resulting Purchase Price calculated with reference thereto shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which final resolution shall be requested by the Parties to be delivered not more than 45 days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally by Buyer, on one hand, and Sellers, on the other hand. (v) Sellers hereby authorize the Seller Representative to take the actions contemplated under this Section 2.3(d) on their behalf, and for purposes of this Section 2.3(d), the actions of the Seller Representative shall be deemed the actions of the Sellers.

Closing Balance Sheet. (i) Within 90 forty-five (45) days of after the Closing Date, Buyer (itself PainCare or through a firm of independent public accountants designated by Buyer) shall in good faith its Affiliate will prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all Shareholder a balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of day immediately preceding the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date Statutory Merger Time prepared in accordance with GAAP and (ythe “Closing Balance Sheet”). Within twenty (20) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 business days of receipt after PainCare’s delivery of the Closing Balance SheetSheet to the Shareholder, the Buyer Shareholder shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a written notice to Buyer disagreeing with such calculation and setting forth PainCare, either accept the Closing Balance Sheet or describe in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as any proposed adjustments to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant reasons therefore, including pertinent calculations. If the Shareholder fails to Section 2.03(i). (iii) If a deliver notice of disagreement shall be duly delivered by Seller acceptance or objection to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following Closing Balance Sheet within such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-twenty (20) business day period, the parties are unable Shareholder shall be deemed to reach such agreementhave accepted the Closing Balance Sheet. Except in the case of a dispute with respect to the Closing Balance Sheet, either Buyer or Seller may thereafter cause an independent accounting firm within twenty (20) business days after delivery of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant that the Parties shall mutually select, for computation or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital verification in accordance with GAAP the provisions of this Agreement, and the accounting policies and practices used Net Equity Adjustment shall be paid by the Company on Shareholder to PainCare within ten (10) business days after receipt of the accountant’s computation or prior to verification. The computation or verification made by the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoParties, and there shall be no right of appeal from such decision. The cost of accountant’s fees and expenses for such review and report disputed determination shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined Party whose determination has been modified by the independent accountant is revised or, if all Parties’ determinations have been modified by the accountant, by all Parties in favor of Seller and proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 4.3 shall bear interest at eight percent (c8%) otherwise equally by Seller and Buyerper annum from the Adjustment Payment Date. (ivii) If the final Closing Balance Sheet reflects Cash of the Company that is less than Five Thousand and No/100 Dollars ($5,000) (the “Required Cash”), or Net Shareholder’s Equity (as defined below) of the Company that is less than One Thousand and No/100 Dollars ($1,000) (“Agreed Net Equity”), then the Shareholder shall pay to PainCare a “Net Equity Adjustment” equal to the sum of: (A) The parties hereto agree that they will, and agree to cause their respective independent accountants and remainder (not less than zero) obtained by subtracting the Company to cooperate and assist in the preparation of cash reflected on the Closing Balance Sheet and from the calculation of Minimum Required Cash; and (B) The remainder (not less than zero) obtained by subtracting (A) the “Net Operating Working Capital and in Shareholder’s Equity,” as hereinafter defined, from (B) the conduct of remainder obtained by subtracting the reviews referred to in this Section 2.03, including without limitation Required Cash from the making available to the extent necessary of books, records, work papers and personnel.Agreed Net Equity. “

Closing Balance Sheet. (ia) Within 90 As promptly as practicable, but no later than 60 days of after the Closing Date, Buyer Net2Phone will cause to be prepared and delivered to the Aplio Shareholders the consolidated balance sheet of the Company dated as of Closing Date (itself or through the "Closing Balance Sheet"), together with a firm certificate (the "Company Net Worth Certificate") of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the an executive officer of Net2Phone based on such Closing Balance Sheet reflecting all balance sheet items setting forth Net2Phone's good faith calculation of Tangible Net Worth of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements Date (other than the "Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Tangible Net Operating Working Capital as of the Closing DateWorth"). The Closing Balance Sheet shall (xi) fairly present the consolidated financial position of the Company and its on a consolidated subsidiaries as basis at the close of 12:01 AM business on the Closing Date in accordance with GAAP Date, and (yii) be prepared in accordance with accounting policies and practices used French GAAP as applied by the Company on or prior to in its December 31, 1999 audited financial statements and as otherwise provided in the Statement of Accounting Principles attached hereto. (b) If the Aplio Shareholders disagree with the calculation of Closing and Tangible Net Worth as set forth on Schedule 2.03. Upon request of Seller which request shall be made in the Company Net Worth Certificate, the Aplio Shareholders may, within 45 20 days of after receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide documents referred to in clause (a) Seller above, deliver to Net2Phone a certificate signed by the Aplio Shareholder Representatives indicating their disagreement with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s Net2Phone's calculation of Minimum Closing Tangible Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation Worth and setting forth in reasonable detail the reasons for disagreement and Seller’s Aplio Shareholders' calculation of such amountamount (the "Shareholders Disagreement Certificate"). Any such notice of disagreement Shareholders Disagreement Certificate shall specify those items items, amounts or amounts calculations as to which Seller disagreesthe Aplio Shareholders disagree, and Seller the Aplio Shareholders shall be deemed to have agreed with all other items and items, amounts or calculations contained in the Closing Balance Sheet and the calculation of Minimum Closing Tangible Net Operating Working Capital Worth as set forth in the Company Net Worth Certificate. (c) If a Shareholder's Disagreement Certificate shall be delivered pursuant to Section 2.03(i). clause (iiib) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii)above, Net2Phone and the parties Aplio Shareholders shall, during the 45 30 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, determine the amount of Minimum Closing Tangible Net Operating Working CapitalWorth, which amount shall not be less than the amount thereof shown in Buyer’s Net2Phone's calculations delivered pursuant to Section 2.03(i), as set forth in the Company Tangible Net Worth Certificate nor more than the amount thereof shown in Seller’s the Aplio Shareholders' calculation delivered pursuant to Section 2.03(ii)as set forth in the Shareholders Disagreement Certificate. If, after such 45-day period, Net2Phone and the parties Aplio Shareholders are unable to reach such agreement, either Buyer or Seller may they shall promptly thereafter cause an independent a big-five accounting firm of internationally recognized standing reasonably satisfactory to Seller jointly selected by the Aplio Representatives and Buyer Net2Phone (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly "Auditor") to review this Agreement Agreement, the certificates delivered pursuant to this Section 2.5, and the disputed items items, amounts or amounts calculations for the purpose of calculating Minimum Closing Tangible Net Operating Working CapitalWorth. In making such calculation, such independent accountants the Auditor shall consider only those items items, amounts or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital calculations as to which Seller has Net2Phone and the Aplio Shareholders have disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants The Auditor shall deliver to Seller Net2Phone and Buyerthe Aplio Shareholders, as promptly as practicable, a its report in reasonable detail setting forth such calculation. Such report shall be final and binding upon Net2Phone and the parties heretoAplio Shareholders. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised Party whose calculation of Closing Tangible Net Worth as set forth in favor of the Seller, certificates delivered pursuant to Sections 2.5(a) and (b) by Seller if is furthest from the Minimum Auditor's calculation of Closing Tangible Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and BuyerWorth. (ivd) The parties hereto Net2Phone and the Aplio Shareholders agree that they will, and agree to cause their respective independent accountants and the Company to to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Closing Tangible Net Operating Working Capital Worth and in the conduct of the audits and reviews referred to in this Section 2.03Section, including without limitation limitation, the making available to the extent necessary of any books, records, work papers and personnel.

Closing Balance Sheet. (ia) Within 90 As promptly as practicable, but no later than 60 days of after the Closing Date, Buyer (itself or through Parent will cause to be prepared, in a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) manner consistent with the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with Company’s accounting policies and practices used as applied in the preparation of the Company Financial Statements, and delivered to AIT the Closing Balance Sheet, and a certificate based on such Closing Balance Sheet setting forth Parent’s calculation of the Closing Adjustment, executed by the Company on or prior to principal financial officer of the Parent (the “Parent Closing Adjustment Certificate”). (b) If AIT disagrees with Parent’s calculation of the Closing and Adjustment set forth on Schedule 2.03. Upon request of Seller which request shall be made in the Parent Closing Adjustment Certificate delivered pursuant to Section 2.08(a), AIT may, within 45 30 days of after receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records Sheet and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i)Parent Closing Adjustment Certificate, deliver a notice to Buyer Parent disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and SellerAIT’s calculation of such amountthe Closing Adjustment (the “Dispute Notice”). Any such notice of disagreement The Dispute Notice shall specify those items or amounts as to which Seller disagreesAIT disagrees and the basis for such disagreement, and Seller AIT shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital Parent Closing Adjustment Certificate delivered pursuant to Section 2.03(i2.08(a). (iiic) If a notice of disagreement Dispute Notice shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii2.08(b), the parties Parent and AIT shall, during the 45 30 days following such delivery, use their best all reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capitalthe Final Closing Adjustment, which amount shall not be less than the amount thereof shown set forth in Buyer’s calculations the Parent Closing Adjustment Certificate delivered pursuant to Section 2.03(i), nor 2.08(a) or more than the amount thereof shown set forth in Seller’s calculation the Dispute Notice delivered pursuant to Section 2.03(ii2.08(b). If, after during such 45-day period, the parties Parent and AIT are unable to reach such agreement, either Buyer or Seller may they shall promptly thereafter cause an independent accounting (and not later than 15 days thereafter) retain a firm of internationally independent accountants of nationally recognized standing reasonably satisfactory to Seller Parent and Buyer AIT (who shall not have any material relationship with the SellerParent, the Company, AIT or the Buyer or any other of their AffiliatesAIT Members) (the “Designated Accounting Firm”), promptly to review this Agreement and resolve the disputed items or and amounts for the purpose of calculating Minimum Net Operating Working CapitalClosing Adjustment. In making connection with the resolution of any such calculationdispute by the Designated Accounting Firm: (i) the Designated Accounting Firm shall determine the Closing Adjustment in a manner consistent with the Company’s accounting policies and practices as applied in the preparation of the Company Financial Statements, such independent accountants within 30 days of the referral of the dispute to the Designated Accounting Firm; (ii) the Designated Accounting Firm shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital the Parent Closing Adjustment Certificate as to which Seller AIT has disagreed. Such independent accountants ; (iii) each of Parent and AIT shall have a reasonable opportunity to confer or meet with the Designated Accounting Firm to provide such its views as to any disputed issues with respect to the calculation of Minimum Net Operating Working Capital the Closing Adjustment; provided, that no meetings, discussions or communications shall occur with the Designated Accounting Firm except in accordance with GAAP the presence of both Parent and AIT; (iv) copies of all documents and information provided to, and correspondence with, the accounting policies Designated Accounting Firm by either Parent or AIT shall be provided simultaneously to the other party; (v) upon making its final determination of the Closing Adjustment, the Designated Accounting Firm shall deliver a copy of its calculations to Parent and practices used AIT; and (vi) the determination of the Closing Adjustment made by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report Designated Accounting Firm shall be final and binding upon the parties heretoon Parent and AIT for all purposes, absent fraud or manifest error. The cost costs of such review and report the Designated Accounting Firm shall be borne (a) by Buyer Parent if the Minimum Net Operating Working Capital as determined by difference between the independent accountant is not revised in favor Final Closing Adjustment and Parent’s calculation of the SellerClosing Adjustment delivered pursuant to Section 2.08(a) is greater than the difference between the Final Closing Adjustment and AIT’s calculation of the Closing Adjustment delivered pursuant to Section 2.08(b), (b) and by Seller AIT if the Minimum Net Operating Working Capital as determined by first such difference is less than the independent accountant is revised in favor of Seller second such difference and (c) otherwise equally by Seller Parent and BuyerAIT. (ivd) The parties hereto Parent and the Company agree that they will, and agree to cause direct their respective independent accountants and the Company to to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital the Closing Adjustment and in the conduct of the reviews referred to in this Section 2.032.08, including without limitation limitation, the making available to the extent necessary of books, records, work papers and personnel.

Closing Balance Sheet. Within forty-five (i45) Within 90 days of after the Closing Date, Buyer (itself or through a firm Seller shall prepare with the assistance of its independent certified public accountants designated by Buyer("Seller's Auditors") shall in good faith prepare and deliver present to Seller (a) Buyer the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital Aerospace Business as of the Closing DateDate (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (xexcept as footnoted therein) fairly present and Seller's normal accounting procedures consistent with past practice, the consolidated financial position of the Company and its consolidated subsidiaries Aerospace Business as of 12:01 AM on the Closing Date using practices and procedures applied in accordance a manner consistent with GAAP the preparation of the Financial Statements. Buyer and its independent certified public accountants (y"Buyer's Auditors") be prepared shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in accordance with accounting policies preparing the Proposed Closing Balance Sheet and practices used by for purposes of verifying the Company on or prior to accuracy of the Proposed Closing and set forth on Schedule 2.03Balance Sheet. Upon request of Seller which request The Proposed Closing Balance Sheet shall be made binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within 45 days of thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth specifying in reasonable detail the reasons for disagreement nature and Seller’s calculation extent of such amountdisagreement. Any such If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall specify those items or amounts as be binding upon the parties to which Seller disagrees, this Agreement. If Buyer and Seller shall be deemed are unable to have agreed with all other items and amounts contained in resolve any such disagreement within such period, the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller referred for final determination to Buyer pursuant to Section 2.03(ii)PricewaterhouseCoopers LLP (the "First Choice") or, the parties shallif such firm is not available, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an other independent accounting firm of internationally recognized standing reasonably satisfactory to national reputation selected by the mutual agreement of Buyer and Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement "Selected Firm") and the disputed items or amounts for the purpose resolution of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report that disagreement shall be final and binding upon the parties heretohereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The cost Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist 's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and the calculation disbursements of Minimum Net Operating Working Capital Buyer's Auditors. The fees and in the conduct disbursements of the reviews referred First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelsuch firm.

Closing Balance Sheet. (i) Within 90 days of As soon as reasonably practicable following the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) and in any event within 90 days thereafter, Seller shall in good faith prepare and deliver to Seller Purchaser (i) the audited balance sheet of the Business (which shall include a physical inventory) as of the close of business on the Closing Date (the "Closing Balance Sheet"), together with the audit reports of PricewaterhouseCoopers LLP ("Seller's Accountant"), and (ii) a calculation of net working capital based on the ledger accounts included in such calculation on Exhibit 1.3 (a) (which amount shall be (x) decreased by the amount of the prepaid insurance retained by Sellers as shown in ledger account number 080-010 and (y) increased by the amount of the Prepaid Ad Expense) including, without duplication, in the calculation thereof all Cure Costs ("Net Working Capital") as reflected on the Closing Balance Sheet reflecting all (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Datecalculation). The Closing Balance Sheet shall (x) fairly present include a separate line item reflecting the consolidated financial position amount of Accrued Vacation as of the Company and its consolidated subsidiaries as close of 12:01 AM business on the Closing Date (the "Closing Vacation Accrual"). The parties acknowledge and agree that the amount of Accrued Vacation shall not be reduced by the Accrued Vacation Reduction, and shall, in accordance all cases, be reflected as a current liability on the Closing Balance Sheet. In addition, the Closing Balance Sheet shall set forth, separate and apart from the calculation of the Net Working Capital, and, therefore, not included in the calculation of the Net Working Capital, the amount of the post-retirement benefits accrual as of the Closing as such post-retirement benefits accrual is reflected in ledger account number 409 and is attributable to employees and former employees of the Business and determined in the ordinary course of business consistent with past practice in a manner consistent with GAAP (as defined below) and with past practice (y) the "Post-Retirement Benefits Accrual"). Except as set forth on Exhibit 1.7(a), the Closing Balance Sheet shall be prepared in accordance with generally accepted accounting policies principles and practices used by of the Company United States in effect from time to time ("GAAP"), and on or prior to a basis consistent with the preparation of the Financial Statements (as defined in Section 2.5) and Exhibit 1.7(a) and Exhibit 1.3(a), including appropriate closing adjustments as if the Closing and were at a fiscal year end (provided that, except as set forth on Schedule 2.03. Upon request of Seller which request Exhibit 1.7(a), no liabilities or reserves reflected on the Reference Balance Sheet shall be made within 45 days reduced or eliminated except by reason of receipt a payment or credit in the ordinary course of business and consistent with past practice (except for the trade account accrual under ledger account 450-035 which shall be calculated in a manner consistent with GAAP and in the ordinary course of business consistent with past practice). In order for Seller to prepare the Closing Balance Sheet, Purchaser will provide to Seller and Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the Buyer shallcircumstances to the personnel and books, within 30 days records, work papers and all other supporting accounting documents of the Business (and shall provide copies of such requestbooks, provide (a) Seller with such additional informationrecords, documents, records work papers and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, supporting accounting documents as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(ireasonably requested), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy extent reasonably related to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Minimum the Closing Net Operating Working Capital and in the conduct Amount. Purchaser acknowledges that Seller will have primary responsibility for preparation of the reviews referred to in this Section 2.03Closing Balance Sheet. Seller shall also give Purchaser and its representatives, including without limitation the making available Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ ("Purchaser's Accountant"), access to the extent necessary of books, records, all work papers and personnel.all other supporting

Closing Balance Sheet. (i) Within 90 days of As soon as practicable following the Closing Date, but in any event within sixty (60) days thereafter, the Buyer (itself or through a firm of independent public accountants designated by Buyer) Parties shall in good faith prepare and deliver to Seller (ai) the Balance Sheet of Seller as of the Closing Date (the “Closing Balance Sheet reflecting all balance sheet items of Sheet”), which shall be prepared in good faith in accordance with generally accepted accounting principles in the Company as of 12:01 AM on United States (“GAAP”) consistent with the Closing DateAudited Financial Statements, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (bii) a reasonably detailed calculation of Minimum Net Operating Seller’s Working Capital as of the Closing Date, which shall be prepared in good faith based on the Closing Balance Sheet in a manner consistent with the Working Capital Schedule (the “Closing Working Capital”). The Notwithstanding the foregoing, the Inventory line item set forth on the Closing Balance Sheet shall (x) fairly present be equal to the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM Inventory line item set forth on the September 30, 2008 Working Capital calculation on the Working Capital Schedule, subject only to any physical count adjustments arising from the physical inventory to be completed following the Closing Date reflecting changes only in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on quantity or prior damaged goods as compared to the Closing and inventory listed on Schedule 4.23, which adjustments shall be made based upon the unit values set forth on Schedule 2.034.23 (which unit values are reflected in the Books and Records of Seller). Upon request of At the Buyer Parties’ request, Seller which request (i) shall be made within 45 days of receipt of the Closing Balance Sheetassist, and shall cause its Representatives to assist, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records Parties and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i). (iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(i), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(ii). If, after such 45-day period, the parties are unable to reach such agreement, either Buyer or Seller may thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller and Buyer (who shall not have any material relationship with the Seller, the Company, or the Buyer or any other of their Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s calculation of Minimum Net Operating Working Capital as to which Seller has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants shall deliver to Seller and Buyer, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne (a) by Buyer if the Minimum Net Operating Working Capital as determined by the independent accountant is not revised in favor of the Seller, (b) by Seller if the Minimum Net Operating Working Capital as determined by the independent accountant is revised in favor of Seller and (c) otherwise equally by Seller and Buyer. (iv) The parties hereto agree that they will, and agree to cause their respective independent accountants and the Company to cooperate and assist Representatives in the preparation of the Closing Balance Sheet and (ii) shall provide the calculation Buyer Parties and their Representatives with all information reasonably requested by them in connection therewith, including schedules of Minimum Net Operating Working Capital accounts receivable aging, accounts payable, accrued liabilities, Inventory and Fixtures and Equipment (net of depreciation and amortization expense), and a schedule of all prepayments, advance payments or prepaid expenses (including any prepaid rents and prepaid insurance premiums relating to any Acquired Employee Plan), in the conduct each case as of the reviews referred to in this Section 2.03, including without limitation the making available to the extent necessary of books, records, work papers and personnelClosing Date.

Closing Balance Sheet. (i) Within 90 As promptly as practicable, but no later than 30 days after the Closing Date, the JVC shall cause Deloitte & Touche LLP to provide to Nextel, Motorola and Bena▇▇▇▇▇▇ ▇ ▇tatement (the "Closing Balance Sheet") as to whether the JVC and the JVC Subsidiaries, taken as a whole, had a net current account deficit (current assets less current liabilities) or long-term liabilities, after taking into account appropriate reserves against current assets of the JVC and the JVC Subsidiaries, taken as a whole, (together, "Closing Indebtedness") as of the Closing Date, Buyer together with detailed support with respect to the JVC and each JVC Subsidiary for such calculation. (itself or through a firm of independent public accountants designated by Buyerii) shall in good faith prepare and deliver to Seller (a) To the extent that the Closing Balance Sheet reflecting all balance sheet items indicates that there is Closing Indebtedness, Motorola shall be liable to pay to the JVC any such Closing Indebtedness that relates to Radionet and Dualcom and Bena▇▇▇▇▇▇ ▇▇▇ll be liable to pay to the JVC any such Closing Indebtedness that relates to Master Communications, Mastercom Trunking and General Radio; provided that Motorola and Bena▇▇▇▇▇▇ ▇▇▇ll each be jointly and severally liable to pay to the JVC any such Closing Indebtedness, which repayments shall be made in cash within 20 days of the Company as JVC's delivery of 12:01 AM on the Closing Date, without giving effect to Balance Sheet; provided that any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for Indebtedness that is being disputed in Section 6.04accordance with Sections 2.3(a)(iii) and (biv) need not be repaid until settlement of such dispute, but only to the extent of such dispute. Any such repayments shall be increased to offset any taxes due as a reasonably detailed result of such repayment. (iii) If any of Nextel, Motorola or Bena▇▇▇▇▇▇ ▇▇▇agrees with Deloitte & Touche LLP's calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall Indebtedness (x) fairly present the consolidated financial position "Disagreeing Party"), the Disagreeing Party may, within 15 days of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt delivery of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital. (ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer the JVC disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amountits calculation. Any such notice of disagreement shall specify those items or amounts as to which Seller the Disagreeing Party disagrees, and Seller such party shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital the Closing Indebtedness delivered pursuant to Section 2.03(i2.3(a)(ii). (iiiiv) If a notice of disagreement shall be duly delivered by Seller to Buyer the Disagreeing Party pursuant to Section 2.03(ii2.3(a)(iii), the parties Disagreeing Party and the JVC shall, during the 45 15 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Minimum Net Operating Working Capitalthe Closing Indebtedness, which amount shall not be less than between the amount thereof shown in Buyer’s the JVC's calculations delivered pursuant to Section 2.03(i), nor more than 2.3(a)(ii) and the amount thereof shown in Seller’s the Disagreeing Party's calculation delivered pursuant to Section 2.03(ii2.3(a)(iii). If, after during such 45-day period, the parties Disagreeing Party and the JVC are unable to reach such agreement, either Buyer or Seller may they shall promptly thereafter cause an independent accounting firm of internationally recognized standing reasonably satisfactory to Seller the Disagreeing Party and Buyer the JVC (who which shall not have any material relationship with the Seller, the Company, or the Buyer any such entities or any other of their AffiliatesAffiliates (the "Accountants")), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Minimum Net Operating Working Capitalthe Closing Indebtedness. The JVC, Motorola and Bena▇▇▇▇▇▇ ▇▇▇ll provide all detailed documentation necessary to support the computation underlying the JVC's calculation of the Closing Indebtedness. In making such calculation, such independent accountants the Accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer’s the JVC's calculation of Minimum Net Operating Working Capital the Closing Indebtedness as to which Seller the Disagreeing Party has disagreed. Such independent accountants shall provide such calculation of Minimum Net Operating Working Capital in accordance with GAAP and the accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Correspondence with the independent accountant shall be in writing, with a copy to the Seller or Buyer, as applicable. If correspondence is verbal, both of Seller and Buyer or their representatives must be present during such verbal discussions. Such independent accountants The Accountants shall deliver to Seller and Buyerall parties, as promptly as practicable, a report in reasonable detail setting forth such calculation. Such report shall be final and binding upon the parties heretoall parties. The cost of such review and report shall be borne (ai) by Buyer the Disagreeing Party, if the Minimum Net Operating Working Capital as determined difference between the Closing Indebtedness and the Disagreeing Party's calculation of the Closing Indebtedness delivered pursuant to Section 2.3(a)(iii) is greater than the difference between the Closing Indebtedness and the JVC's calculation of the Closing Indebtedness delivered pursuant to Section 2.3(a)(ii), (ii) by the independent accountant is not revised in favor of the Seller, (b) by Seller JVC if the Minimum Net Operating Working Capital as determined by first such difference is less than the independent accountant is revised in favor of Seller second such difference, and (ciii) otherwise equally by Seller the Disagreeing Party, on the one hand and Buyerby the JVC, on the other hand. (ivv) The parties hereto JVC, Motorola and Bena▇▇▇▇▇▇ ▇▇▇h agree that they will, and agree to cause their respective independent accountants accountants, and the Company to JVC Subsidiaries to, cooperate and assist in the preparation Accountants' review of the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital and in the conduct of the reviews referred to in this Section 2.03Closing Indebtedness, including including, without limitation limitation, the making available to the extent necessary of books, records, work papers and personnel.