Common use of Closing Date Balance Sheet Clause in Contracts

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder Dr. Alo a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty ten (2010) business days after PainCare’s delivery of the Closing Date Balance Sheet to the ShareholderDr. Alo, the Shareholder Dr. Alo shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder Dr. Alo fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty ten (2010) business day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty ten (2010) business days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder Dr. Alo are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the ShareholderDr. Alo, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five ten (510) business days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five The Company will prepare two balance sheets (45the "Closing Date Balance Sheets"), one of the Company and its Subsidiaries on a consolidated basis as of the Closing Date and the other of the Company and the Unpurchased Subsidiaries on a combined basis as of the Closing Date. The Company will deliver the Closing Date Balance Sheets to Purchaser within sixty (60) days after the Closing Date, PainCare or Date together with its Affiliate will prepare and deliver to the Shareholder a balance sheet calculations of the Company as of the close of business on respective Net Book Values. Subject to SCHEDULE 2.4, the Closing Date Balance Sheets will be prepared in accordance with GAAP GAAP, except that no items shall fail to be included therein or excluded therefrom on the basis of materiality, individually or collectively. The Company and/or its accountants will meet with Purchaser and/or its accountants periodically upon request, and make available to Purchaser and/or its accountants all work papers and other relevant documents. If within thirty (the “Closing Date Balance Sheet”). Within twenty (2030) days after PainCare’s following delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet Sheets and the reasons thereforeCompany's calculations of the respective Net Book Values, and shall include pertinent calculations. If Purchaser has not given the Shareholder fails to deliver Company notice of acceptance its objection either to one or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery both of the Closing Date Balance Sheet Sheets or to the Company's calculation of one or both of the Net Book Values (which notice shall contain a statement of the “Adjustment Payment Date”basis of Purchaser's objection, providing with reasonable specificity the reasons for objection and identifying the amounts in dispute), then the Shareholder shall pay Company's calculations of the Other Net Equity Adjustment (as defined below) Book Values will be final, binding and conclusive on the parties. If Purchaser gives such notice of objection, then the parties will attempt to PainCareresolve any disagreements. In the event that PainCare and the Shareholder If any such disagreements are not able to agree on resolved by the Closing Date Balance Sheet parties within thirty (30) days from and after following 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”)of Purchaser's notice of objection, then the Merger Consideration shall issues in dispute (and only the issues in dispute) will be reduced and submitted by the Shareholder shall be required to immediately return to PainCare dollar parties for dollar an Amount equal resolution to the Required Cash less Cash reflected Miami office (or such office as handles such matters) of Xxxxxx Xxxxxxxx LLP (the "Disputes Auditor") within ten (10) days of the conclusion of such thirty (30) day period upon the following terms: (i) each party will furnish to the Disputes Auditor such work papers and other documents and information relating to the disputed issues as the Disputes Auditor may request and are available to that party (or its independent public accountants), and each party will be afforded the opportunity to present to the Disputes Auditor any material relating to the determination and to discuss the determination with the Disputes Auditor; (ii) the Disputes Auditor will render its determination within thirty (30) days of submission of the disputed issues; (iii) the determination by the Disputes Auditor, as set forth in a notice delivered to each party by the Disputes Auditor, will be final, binding and conclusive on the Closing Date Balance Sheet parties; and (iv) the “Cash Deficiency”). The Cash Deficiency shall be paid in cashCompany will pay that percentage of the fee of the Disputes Auditor which equals the percentage of the total amount disputed by Purchaser which is awarded to Purchaser by the Disputes Auditor, and Purchaser will pay the balance of such fee.

Closing Date Balance Sheet. Within forty-five ninety (4590) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “"Closing Date Balance Sheet”"). Within twenty six (206) days after PainCare’s 's delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty six (206) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty seven (207) days after delivery of the Closing Date Balance Sheet (the “"Adjustment Payment Date”"), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCarePainCare in cash. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s 's computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s 's fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s 's report or by all Parties in proportion to the relative amount each Party’s 's determination has been modified. Any payments due under this Section 3.3 shall bear interest at [eight percent (8%) )] per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five Not less than one hundred and eighty ---------------------------- (45180) days after immediately following the Closing DateDate Seller shall deliver or cause to be delivered to Purchaser a true, PainCare or its Affiliate will prepare correct and deliver to the Shareholder a complete consolidated balance sheet of the Company and its Subsidiaries as at the close of business on December 31, 2005 which has been duly audited by the firm of certified public accountants regularly engaged by the Company, which includes a determination of those liabilities identified in Schedule 3.1 hereto and which is accompanied by ------------ an unqualified opinion of such accounting firm that the Closing Balance Sheet has been prepared in accordance with GAAP (except with respect to the inclusion of those identified in Schedule 3.1 hereto) consistently applied and utilizing ------------ the same assumptions, procedures and methods as were utilized in the preparation of the Balance Sheet, setting forth each of the Company's and the Subsidiaries' Company Debt, cash and cash equivalents, and Receivables (Company Debt, cash and cash equivalents, and Receivables collectively referred to as "BALANCE SHEET ITEMS") as of the close of business on December 31, 2005 (said balance sheet and the footnotes thereto being referred to herein as the "CLOSING DATE BALANCE SHEET"). In addition, although they would not formally be reflected as liabilities on the Closing Balance Sheet under GAAP, for purposes of this Agreement the Closing Date prepared in accordance with GAAP Balance Sheet shall include within the liabilities section those certain liabilities of the Company or a Subsidiary which are more particularly identified on Schedule 3.1 hereto (the “liabilities reflected on the ------------ Closing Date Balance Sheet”, combined with the liabilities reflected on Schedule -------- 3.1 hereto are hereafter collectively referred to as the "CLOSING DATE --- LIABILITIES"). Within twenty The aggregate Accounts Receivable of the Company and the Subsidiaries reflected on the Closing Date Balance Sheet are hereinafter referred to as the "CLOSING DATE ACCOUNTS RECEIVABLE." The fees, costs and expenses of such audited balance sheet shall be borne by Seller. Purchaser shall have a period of thirty (2030) days (the "OBJECTION PERIOD") after PainCare’s delivery receipt of the Closing Date Balance Sheet from Seller in which to the Shareholder, the Shareholder shall, in a provide written notice to PainCareSeller of any objections thereto (the "OBJECTION NOTICE"), either accept or describe setting forth in reasonable detail any proposed adjustments the specific item of the calculation of the Balance Sheet Items or other items or matters to which each such objection relates and the specific basis for each such objection. The Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date resulting Balance Sheet within such twenty (20) day period, the Shareholder Items or other items or matters shall be deemed to be accepted by Purchaser, and shall become final and binding on the parties, on the later of (i) the expiration of the Objection Period without the filing of an Objection Notice or (ii) the date on which all objections have accepted been resolved by the Closing Date Balance Sheet. Except in parties or the case of a dispute with respect Reviewing Party and payment has been made, to the Closing Date Balance Sheetextent required under Section 3.3 below (the "RECONCILIATION DATE"). If Purchaser ------------ gives any such Objection Notice within the Objection Period, within twenty (20then Purchaser and Seller shall attempt in good faith to resolve any dispute concerning the item(s) days after delivery subject to such Objection Notice. If Purchaser and Seller do not resolve all disputes arising in connection with the calculation of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) Items and/or relating to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt date of delivery of the Objection Notice, which thirty (30) day period may be extended by PainCare written agreement of any objections raised by Seller and Purchaser (such period, as it may be extended, the Shareholder"INITIAL RESOLUTION PERIOD"), then either Party such dispute shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification resolved in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verificationprocedures set forth in Section 3.2 below. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.------------

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will The Company shall prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (Balance Sheet not less than three Business Days prior to the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of and shall cause the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice be attached to PainCare, either accept or describe in reasonable detail any proposed adjustments to this Agreement. The Closing Date Balance Sheet shall set forth the Closing Date Balance Sheet Indebtedness. Any indebtedness for borrowed money, amounts payable pursuant to capital leases of the Company or guarantees of indebtedness of the Company and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery its Subsidiaries as of the Closing Date Balance Sheet (the “Adjustment Payment Date”)including principal, the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event accrued and unpaid interest on all such indebtedness and any penalties or premiums that PainCare and the Shareholder are not able to agree on the Closing Date 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 would be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance associated with the provisions full repayment and retirement of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5such indebtedness) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash not reflected on the Closing Date Balance Sheet and thus not part of the Indebtedness Adjustment Amount, if any (the “Cash DeficiencyExcess Debt”). The Cash Deficiency , shall be paid in cashto Parent and shall not be limited to the Threshold Amount or the Deductible Amount. Any Aged Accounts Receivable of the Company and its Subsidiaries as of the Closing Date that is not reflected on the Statement of Aged Accounts Receivable, if any (“Excess Overdue AR”), shall be paid to Parent if, and only to the extent that, such Excess Overdue AR causes the Balance Sheet Adjustment Amount to be greater than zero, and shall not be limited to the Threshold Amount or the Deductible Amount. Parent shall have the right to require that the Excess Debt and Excess Overdue AR be paid to it (i) first, as an offset from any amount payable under the Aged Accounts Receivable Adjustment pursuant to Section 1.5 hereof and (ii) thereafter from (A) the Escrow Fund or (B) the Shareholders and Participating Optionholders based on their respective Pro Rata Portion.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty thirty (2030) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty thirty (2030) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty thirty (2030) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Partiesthat PainCare and Shareholder shall jointly select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment Adjustment, if any, shall be paid by the Shareholder to PainCare within five ten (510) business days after receipt of the accountant’s computation or verification. The foregoing provisions for accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (45a) days after Prior to Closing, the Closing Date, PainCare or its Affiliate parties will prepare and deliver to the Shareholder cooperate in preparing a balance sheet of the Company dated as of the close of business on the Closing Date prepared in accordance with GAAP (the “"Closing Date Balance Sheet”") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Within twenty (20) days after PainCare’s delivery of Purchaser and Seller agree that the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, will be prepared in a written notice manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to PainCare, either accept or describe resolve any disputes in reasonable detail any proposed adjustments to the Closing Date determination of the Net Value and the preparation of the Preliminary Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except (b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the case taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a dispute with respect copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.3.04

Closing Date Balance Sheet. Within forty-five (45a) days after No later than two (2) Business Days prior to the Closing Date, PainCare or its Affiliate will prepare and the Company shall deliver to Acquiror a consolidated balance sheet of the Shareholder Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the close of business on Closing Date, after giving effect to the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall not take or fail to take any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior to the ShareholderClosing Date, the Shareholder shall, Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in a written notice good faith any of Acquiror’s reasonable comments to PainCare, either accept or describe in reasonable detail any proposed adjustments to the such preliminary Closing Date Balance Sheet and the reasons therefore, figures and shall include pertinent calculationscalculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquiror. If the Shareholder fails to deliver notice of acceptance or objection to the The Closing Date Balance Sheet within such twenty (20) day period, and the Shareholder Estimated Closing Net Working Capital Adjustment Amount shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect take into account any adjustments to the Closing Date Balance Sheet, within twenty (20) days after delivery of the preliminary Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare requested by Acquiror in good faith and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised otherwise rejected 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 or accounting firm mutually acceptable to the Parties, for computation or verification Company in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.its good faith

Closing Date Balance Sheet. Within forty-five ninety (4590) days after following the Closing Date, PainCare or its Affiliate will the Purchaser shall prepare and deliver to the Shareholder Sellers’ Representative a balance sheet of for the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery and, if the Reference Date is not the same day as the Closing Date, then also a balance sheet for the Company as of the close of business on the Reference Date (the “Reference Date Balance Sheet”) and, based thereon and on other information necessary to make the calculation, a calculation of the amount of (i) both the Reference Date Net Working Capital and any resulting Reference Date Net Working Capital Adjustment (which will be calculated in the manner described herein), (ii) the Reference Date Cash and any resulting Reference Date Cash adjustment (which will be calculated in the manner described herein), (iii) the Reference Date Income Amount and any resulting Reference Date Income Amount adjustment (which will be calculated in the manner described herein), (iv) the Closing Indebtedness and any resulting Closing Indebtedness adjustment (which will be calculated in the manner described herein), (v) the Closing Transaction Expenses and any resulting Closing Transaction Expenses adjustment (which will be calculated in the manner described herein), (vi) the Pre-Closing Tax Obligations and any resulting Pre-Closing Tax Obligations adjustment (which will be calculated in the manner described herein), and (vii) any resulting Closing Cash Payment Adjustment. The Closing Date Balance Sheet and the Reference Date Balance Sheet, if applicable, shall be prepared in accordance with GAAP, consistently applied, and prepared applying the same accounting principles and methodologies used to prepare the Shareholder, most recent balance sheet included in the Shareholder shall, Reviewed Financial Statements and applying the past practices of the Company (and where GAAP provides for a range of alternatives such past practices shall govern provided they are in a written notice to PainCare, either accept accordance with GAAP). Whether or describe in reasonable detail any proposed adjustments to not the date(s) as of which the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Reference Date Balance Sheet, within twenty (20) days after delivery if applicable, is/are required to be prepared coincides with a fiscal quarter-end or fiscal year-end of the Company, the Parties shall use customary closing procedures for the preparation thereof, including procedures with respect to accounts and adjustments. The Net Working Capital shall be determined in a manner consistent with the illustration set forth in (a) of the Disclosure Schedules. The Parties acknowledge and agree that (a) of the Disclosure Schedules sets forth an illustration of the calculation of the Purchase Price (including the various components and line items of Net Working Capital) based upon an assumed Closing Date Balance Sheet (and Reference Date of June 27, 2015. For purposes of calculating the “Adjustment Payment Date”)value of the Inventory for purposes of determining Reference Date Net Working Capital, the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from the Company shall take a physical count of the Inventory of the Company 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreementits Subsidiaries, and the Net Equity Adjustment Purchaser and its Representatives shall be paid by permitted to observe such physical count; provided, however, that if the Shareholder Closing Date and the Reference Date are not the same date, then the Company shall, upon the written request of Purchaser delivered to PainCare the Company within five (5) days after receipt prior to the Reference Date, also take a physical count of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash Inventory of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected its Subsidiaries on the Closing Reference Date. For purposes of counting and calculating the value of the Inventory of the Company and its Subsidiaries for purposes of determining the Reference Date Balance Sheet (Net Working Capital, the “Cash Deficiency”). The Cash Deficiency Parties acknowledge and agree that the Parties shall be paid use the accounting methods, practices, principles, policies and procedures, with consistent judgments and valuation and estimation methodologies that were used in cashthe preparation of the Company’s annual financial statements for the most recent fiscal year-end.

Closing Date Balance Sheet. Within forty-five ninety (4590) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty six (206) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty six (206) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty seven (207) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCarePainCare in cash. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five Promptly following the Closing, there shall be prepared and delivered to the Purchaser a consolidated balance sheet reflecting the Company's Net Liabilities (45the "Closing Date Balance Sheet") days after as of the Closing Date. Such Closing Date Balance Sheet shall present fairly, PainCare or its Affiliate will prepare and deliver to in all material respects, the Shareholder a balance sheet Net Liabilities of the Company as of the close of business on the Closing Date and its Subsidiaries and shall be prepared in accordance with GAAP (and shall be accompanied by a report of the “Company's independent auditors that it has performed such review procedures with respect to such Closing Date Balance Sheet”)Sheet that has enabled it to state that based on such procedures, nothing has come to their attention that has led them to believe that any adjustments thereto are required in order for such Closing Date Balance Sheet to be prepared in accordance with GAAP. Within twenty (20) The Closing Date Balance Sheet shall be delivered to the Purchaser not later than 45 days after PainCare’s delivery of the Closing Date in order to determine what adjustments, if any, must be made to the Consideration pursuant to Section 2.2 hereof. The Purchaser shall have 30 days from the date that the Purchaser receives the Closing Date Balance Sheet to notify the Shareholder, Stockholders in writing if the Shareholder shall, Purchaser objects to any item in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except Any such notice (a "Notice of Dispute") shall specify in detail the case of item or items in dispute (a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”"Disputed Item" or "Disputed Items"), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare the Purchaser and the Shareholder Stockholders are not able unable to resolve the Disputed Item or Disputed Items within 60 days after delivery of a Notice of Dispute, the Purchaser and the Stockholders shall together appoint a representative from the New York office of an independent nationally recognized accounting firm (the "Arbitrator") to arbitrate the dispute and, if the Purchaser and the Stockholders are unable to agree on an Arbitrator, at the Closing Date Balance Sheet request of either such party made within thirty (30) 10 days from and after the receipt by PainCare end of any objections raised such 60-day period, the Arbitrator shall be chosen by the ShareholderAmerican Arbitration Association (the "AAA") in New York City. The Purchaser and the Stockholders shall present their positions with respect to the Disputed Item or Disputed Items to the Arbitrator, then either Party together with such other materials as the Arbitrator deems appropriate, within 20 days after the appointment of the Arbitrator. The Purchaser and the Stockholders shall provide written instructions to the Arbitrator to submit a written decision on each Disputed Item to the Purchaser and the Stockholders as soon as practicable after its receipt of such materials. Any determination with respect to any Disputed Item shall be final and binding on all parties to this Agreement and shall have the right to require that such disputed determinations be submitted to legal effect of an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreementarbitral award. The Arbitrator shall comply with, and the Net Equity Adjustment arbitration shall be conducted in New York City in accordance with, the commercial arbitration rules of the AAA as in effect for commercial arbitrations conducted in New York City by the AAA. The fees and disbursements of the Arbitrator shall be paid 50% by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees Stockholders and expenses for such disputed determination shall be borne 50% by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion Purchaser. Notwithstanding anything to the relative amount each Party’s determination has been modified. Any payments due under contrary in this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company 2.3, no objection need be made with respect to any amount receivable that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall ultimately proves to be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in casha Disqualified Receivable.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the each Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty fourteen (2014) days after PainCare’s delivery of the Closing Date Balance Sheet to the ShareholderShareholders, the Shareholder Shareholders shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails Shareholders fail to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty fourteen (2014) day period, the Shareholder Shareholders shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty fifteen (2015) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder Shareholders shall pay the Other Net Equity Adjustment (as defined below) ), if any to PainCare. In the event that PainCare and the Shareholder Shareholders are not able to agree on the Closing Date 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 BDO Xxxxxxx, an independent certified public accountant or accounting firm mutually acceptable to the Partiesaccountant, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment Adjustment, if any, shall be paid by the Shareholder Shareholders to PainCare within five ten (510) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashreport.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder Drs. Xxxxxx and Alo a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty ten (2010) business days after PainCare’s delivery of the Closing Date Balance Sheet to the ShareholderDrs. Xxxxxx and Alo, the Shareholder Drs. Xxxxxx and Alo shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails Drs. Xxxxxx and Alo fail to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty ten (2010) business day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty ten (2010) business days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder Drs. Xxxxxx and Alo are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the ShareholderDrs. Xxxxxx and Alo, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five ten (510) business days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five ninety (4590) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder Member a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty six (206) days after PainCare’s delivery of the Closing Date Balance Sheet to the ShareholderMember, the Shareholder Member shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder Member fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty six (206) day period, the Shareholder Member shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty seven (207) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder Member shall pay the Other Net Equity Adjustment (as defined below) to PainCarePainCare in cash. In the event that PainCare and the Shareholder Member are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the ShareholderMember, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Shareholder Member to PainCare within five (5) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five forty (4540) days after the Closing Date, PainCare or its Affiliate will Purchaser shall prepare and deliver to the Shareholder a Seller, at Purchaser's expense, an unaudited balance sheet of for the Company as of the close of business on the Closing Date (the "Preliminary Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP (the “Closing Date Balance Sheet”)on a consistent basis. Within twenty (20) days after PainCare’s delivery Promptly upon Seller's request, Purchaser shall make available to Seller copies of the Closing Date Balance Sheet to work papers and back-up materials used by Purchaser in preparing the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Preliminary Closing Date Balance Sheet and such other documents as Seller may reasonably request in connection with its review of the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Preliminary Closing Date Balance Sheet. Except Within ninety (90) days after the first anniversary of the Closing Date, Purchaser shall prepare and deliver to Seller, at Purchaser's expense, an unaudited balance sheet for the Company as of the Closing Date (the "Adjusted Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP on a consistent basis and which shall be adjusted to reflect changes to the elements of Working Capital set forth on the Preliminary Closing Date Balance Sheet that have or have not been converted to cash or been utilized in the case operation of a dispute the Company's business, as well as elements for which reserves, accruals and/or balances have proven to be inaccurate with respect hindsight. In particular, the Adjusted Closing Date Balance Sheet shall reflect full reserves for any Accounts Receivable that remain uncollected on the first anniversary of the Closing Date, any inventory owned by the Company on the Closing Date that remains unused or unsold on the first anniversary of the Closing Date and any warranty claims or other liabilities that relate to the pre-Closing period, in each case in excess of the reserves related thereto. Promptly upon Seller's request, Purchaser shall make available to Seller copies of the work papers and back-up materials used by Purchaser in preparing the Adjusted Closing Date Balance Sheet and such other documents as Seller may reasonably request in connection with its review of the Adjusted Closing Date Balance Sheet. Purchaser undertakes to cause the Company to use its commercially reasonable efforts to collect all accounts receivables and to utilize all inventory currently on the books in accordance with the Company's past practices and in the ordinary course of its business. Within thirty (30) days after receipt of the Adjusted Closing Date Balance Sheet, Seller shall deliver to Purchaser a written statement describing its objections (if any) to the Adjusted Closing Date Balance Sheet. If Seller does not raise any objections in a written statement within twenty such thirty (20) days after delivery of 30)-day period, the Adjusted Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCarebecome final and binding upon all parties. In the event that PainCare The final and the Shareholder are not able to agree on the binding Adjusted Closing Date Balance Sheet is referred to as the "Closing Date Balance Sheet". If Seller does raise objections in a written statement within such thirty (30)-day period, and the parties cannot resolve such objections within ten (10) Business Days after the receipt by Purchaser of Seller's written statement of objections, any remaining disputes shall be resolved by PriceWaterhouseCoopers or another nationally recognized independent accounting firm mutually agreeable to Purchaser and Seller (the "Accounting Firm"). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days from and after the receipt by PainCare its appointment. The resolution of any objections raised disputes by the Shareholder, then either Party Accounting Firm shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification set forth in accordance with the provisions of this Agreement, writing and shall be conclusive and binding upon all parties and the Net Equity Adjustment Adjusted Closing Date Balance Sheet, as modified by such resolution, shall become final and binding upon the date of such resolution. The fees and expenses of the Accounting Firm shall be apportioned by the Accounting Firm based on the degree to which each party's claims were unsuccessful and shall be paid by the Shareholder parties in accordance with such determination. For example, if pursuant to PainCare within five (5this Section 2.4(c) days after receipt Seller submitted an objection affecting the Purchase Price in the amount of $100,000 and prevailed as to $45,000 of the accountant’s computation or verification. Such accounting firm’s amount, then Seller would bear fifty-five percent (55%) of the fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashAccounting Firm.

Closing Date Balance Sheet. Within forty-five (45a) days after No later than two (2) Business Days prior to the Closing Date, PainCare or its Affiliate will prepare and the Company shall deliver to Acquiror a consolidated balance sheet of the Shareholder Company and its Subsidiaries as of the Closing Date, in a form and substance reasonable satisfactory to Acquiror, certified by the Chief Executive Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the close of business on Closing Date, after giving effect to the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and each of the components and subcomponents thereof and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, as applicable. The Company shall not take or fail to take any action outside of the ordinary course of business consistent with past practice or with the purpose of manipulating or maximizing Closing Net Working Capital. No later than five (5) Business Days prior to the ShareholderClosing Date, the Shareholder shall, Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in a written notice good faith any of Acquiror’s reasonable comments to PainCare, either accept or describe in reasonable detail any proposed adjustments to the such preliminary Closing Date Balance Sheet and the reasons thereforeprovide any additional supporting documentation reasonably requested by Acquiror. The Closing Date Balance Sheet, Estimated Closing Net Working Capital, and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, as applicable, shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection take into account any adjustments to the preliminary Closing Date Balance Sheet within such twenty (20) day periodrequested by Acquiror in good faith and not otherwise rejected by the Company in its good faith determination. Nothing in this Section 7.11, including the Shareholder shall be deemed fact that Acquiror may provide comments or request changes to have accepted the preliminary Closing Date Balance Sheet. Except in Sheet or any of the case of a dispute with respect figures or calculations set forth thereon or that Acquiror and the Company may agree to changes to the information or amounts on the Closing Date Balance Sheet, within twenty (20) days after delivery of shall in any way limit the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare right 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due Person under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash7.11 or Article VIII.

Closing Date Balance Sheet. Within forty-five (45) days after Prior to the first anniversary of the Closing Date, PainCare or its Affiliate will Xxxxxx shall prepare and deliver to the Shareholder Seller a balance sheet of the for Company as of the close of business on the Business Day immediately preceding the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery The Closing Date Balance Sheet shall set forth the dollar amount of Accounts Receivable, Work in Process, Prepaid Expenses, Trade Accounts Payable, Accrued Payroll, Accrued Assumed PTO and Cash. The Seller shall have from the time the Closing Date Balance Sheet is delivered to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such him until twenty (20) day period, Business Days after the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case date of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after such delivery of the Closing Date Balance Sheet (the “Adjustment Payment DateDispute Period”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare dispute any elements 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash amounts reflected on the Closing Date Balance Sheet (the “Cash DeficiencyDispute”). The Cash Deficiency If Seller does not deliver to Xxxxxx within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (a “Dispute Notice”), the Closing Date Balance Sheet shall be paid deemed to have been accepted and agreed to by Seller in cashthe form in which it was delivered to Seller and shall be final and binding upon all parties. If Seller timely deliver a Dispute Notice to Xxxxxx within the Dispute Period, Xxxxxx and Seller shall attempt in good faith to resolve the Dispute and agree in writing upon the final content of the disputed Closing Date Balance Sheet within twenty (20) Business Days after delivery of such Dispute Notice. If Xxxxxx agrees with the objection of Seller and Seller’s calculation of the Closing Date Balance Sheet, then Seller’s calculation of the Closing Date Balance Sheet shall be final and binding upon all parties. If Xxxxxx and Seller are unable to resolve each element of the Dispute within the twenty (20) Business Day period after Xxxxxx’x receipt of a Dispute Notice, then Xxxxxx shall within twenty (20) Business days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice shall set forth in reasonable detail the elements and amounts with which Xxxxxx disagrees (a “Dispute Response”). If Xxxxxx does not deliver to Seller within such twenty (20) Business Day period a Dispute Response, then Seller’s calculation of the Closing Date Balance Sheet shall be deemed to have been accepted and agreed to by the Xxxxxx in the form in which it was delivered to Xxxxxx and shall be final and binding upon the parties If Xxxxxx timely delivers a Dispute Response, the parties shall promptly appoint the Arbitrating Accountant, who shall resolve each element of the Dispute that has not been resolved by agreement of Xxxxxx and the Seller, revise the Closing Date Balance Sheet to reflect such resolutions and calculate the adjustments to purchase price based on the elements and amounts reflected on the revised Closing Date Balance Sheet The Arbitrating Accountant shall as promptly as possible, and in any event within thirty (30) days after the date of its appointment, render its decision on each element in the Dispute in writing to Xxxxxx and Seller, together with a revised Closing Date Balance Sheet reflecting its decision and a revised calculation of the Cash Purchase Price based on the elements and amounts reflected on the revised Closing Date Balance Sheet. In resolving the Dispute, the Arbitrating Accountant shall be bound by the provisions of this Agreement and may not revise any element of the Closing Date Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Date Balance Sheet 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. Each of the Arbitrating Accountant’s decision, the revised Closing Date Balance Sheet and the revised calculation of the Cash Purchase Price shall be final and binding upon the parties, and judgment may be entered on the award. The fees and disbursements of the Arbitrating Accountant and the reasonable attorneys’ fees and expenses of the parties relating to the disputes submitted to the Arbitrating Accountant (collectively, the “Purchase Price Dispute Expenses”) shall be borne: (A) jointly and severally by the Shareholders the numerator of which is equal to the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Seller (as finally determined by the Arbitrating Accountant ) and the denominator of which is equal to the aggregate dollar amount of all disputed items and (B) by Xxxxxx, in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Seller (as finally determined by the Arbitrating Accountant ) bears to the aggregate dollar amount of all disputed items. For example, if the parties dispute Ten Thousand Dollars ($10,000) of a proposed decrease to the Promissory Note, the Arbitrating Accountant determines that such adjustment should be Six Thousand Dollars ($6,000) and the Purchase Price Dispute Expenses are One Thousand Dollars ($1,000), then (A) Xxxxxx shall pay Four Hundred Dollars ($400) (i.e., 40%) of the Purchase Price Dispute Expenses and (B) the Promissory Note shall be reduced by an additional Six Hundred Dollars ($600) (i.e., 60%) of the Purchase Price Dispute Expenses.

Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “"Closing Date Balance Sheet”"). Within twenty six (206) days after PainCare’s 's delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons thereforetherefor, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty six (206) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty seven (207) days after delivery of the Closing Date Balance Sheet (the “"Adjustment Payment Date”"), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Partiesthat PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s 's computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s 's fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s 's report or by all Parties in proportion to the relative amount each Party’s 's determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five The Purchaser shall prepare a balance sheet setting forth the Net Working Capital (45the "Closing Date Balance Sheet") and deliver the Closing Date Balance Sheet to the Seller and the Purchaser within thirty (30) days after the Closing. The Closing Date, PainCare or its Affiliate will prepare and deliver Date Balance Sheet shall be conclusive for the purposes of the adjustments described in this Section 2.03 except to the Shareholder a balance sheet of extent, if any, that the Company as of Seller delivers, within thirty (30) days after the close of business date on which the Closing Date prepared Balance Sheet is delivered to the Seller, a written notice to the Purchaser taking exception to the Closing Date Balance Sheet and specifying in accordance with GAAP reasonable detail the nature and extent of any such exception (it being understood that any amounts not so disputed shall be paid promptly). Upon request by the “Seller at any time after receipt of the Closing Date Balance Sheet”), the Purchaser shall make available to the Seller and its representatives, the work papers used in preparing it together with such other documents as the Seller may reasonably request in connection with its review thereof. Within twenty If an exception raised by the Seller is disputed by the Purchaser, then the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If, after a period of fifteen (2015) days after PainCare’s delivery following the date on which the Seller gives notice of any exception to the Purchaser, such exception still remains disputed, then the Purchaser and the Seller shall engage a mutually acceptable independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve any remaining dispute. The Accounting Firm shall act as an arbitrator to determine only those issues still in dispute and shall have access to all documents, working papers, facilities and personnel necessary for the Accounting Firm to make an independent determination as to the matters in dispute. If the Accounting Firm reasonably determines it is necessary to conduct an audit of the Closing Date Balance Sheet to resolve the Shareholderdispute, then the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to Accounting Firm may conduct such an audit. The decision of the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder Accounting Firm shall be deemed to have accepted the Closing Date Balance Sheetfinal and binding for purposes of this Section 2.03. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery The fees and expenses of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date 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 or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment Accounting Firm shall be paid by the Shareholder to PainCare party whose last proposed offer for settlement of the Net Working Capital was farther from the determination of the Accounting Firm; provided, however, that in the event that the determinations of the Purchaser and the Seller of the Net Working Capital were both within five percent (5%) days after receipt of the accountant’s computation or verification. Such accounting firm’s determination of the Net Working Capital by the Accounting Firm, then the fees and expenses for such disputed determination of the Accounting Firm shall be borne by equally split between the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced Purchaser and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashSeller.

Closing Date Balance Sheet. Within forty-five (45) days after The Buyer shall cause the Closing Date, PainCare or its Affiliate will prepare Company to provide Sellers' Accountants with full and deliver complete access to the Shareholder a balance sheet books and records of the Company as and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance SheetUnless Buyer, within twenty thirty (2030) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the “Adjustment Payment Closing Date Balance Sheet Determination Date”. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Shareholder Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the Other Net fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree included on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised delivered by the Shareholder, then either Party shall each have Sellers and (y) the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the PartiesPurchase Price under Section 3.3.2 hereof, for computation or verification in accordance with which case the provisions fees, costs and expenses of this Agreement, and the Net Equity Adjustment Accounting Firm shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet (the “Cash Deficiency”). The Cash Deficiency shall be paid in cashSellers.