Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

Post-Closing Adjustment. As soon as practicable following the ----------------------- Closing Date, and in any event within one hundred twenty (i120) Within days thereafter, or at such other time as the parties mutually agree, Buyer shall deliver to Seller Buyer's certificate setting forth as of the Closing Date ("Post-Closing Adjustments") the Four Month Basic Subscribers Average, the number of Bulk Units, and all Post-Closing Adjustments for amounts due on account of Seller and charges and other obligations payable on account of Seller. Buyer shall deliver to Seller or Seller's representatives copies of all books and records as Seller may reasonably request for purposes of verifying such adjustments. Buyer's certificate shall be final and conclusive unless objected to by Seller in writing within thirty (30) days after delivery. Seller and Buyer shall attempt jointly to reach agreement as to the amount of the Closing Adjustments within sixty (60) days following after receipt by Buyer of such written objection by Seller, which agreement, if achieved, shall be binding upon both parties to this Agreement and not subject to dispute or review. If Seller and Buyer cannot reach agreement as to the amount of the Closing DateAdjustments within such sixty (60) day period, Seller and Buyer agree to submit promptly any disputed adjustment to Ernst & Young. All fees and expenses of Ernst & Young pursuant to this Section shall prepare be paid one-half by Buyer and deliver to one-half by Seller. Any amounts due Buyer a statement or Seller for Post-Closing Adjustments shall be paid by the party owing such amount (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments or, to the Base Purchase Price required extent disputed amounts are held by Section 2.6(athe Escrow Agent, shall be paid by the Escrow Agent pursuant to joint written instructions of Buyer and Seller in accordance with such final resolution) taking into account actual data not later than five (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer 5) Business Days after such amounts shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be become final and binding on the Parties as of the end of Buyer’s 30-day review periodconclusive.

Post-Closing Adjustment. (ia) Within sixty (60) days following If Seller disputes the Closing DateNet Working Capital as calculated by Buyer, not more than 30 calendar days after the date Seller receives such Statement of Closing Net Working Capital, Seller shall prepare and deliver to Buyer a statement (Notice of Dispute. Upon receipt of the “Closing Statement”) that Notice of Dispute, Seller and Buyer shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by Seller and Buyer within 30 calendar days after Buyer receives the Notice of Dispute, Seller and Buyer shall jointly refer the dispute to the Accountant as an arbitrator to finally resolve, as soon as practicable, and in any event within 45 calendar days after such reference, those items and amounts specifically set forth and objected to in reasonable detail Seller’s the Notice of Dispute with respect to the Closing Net Working Capital reflected on the Statement of Closing Net Working Capital. For purposes of such arbitration each of Seller and Buyer shall submit a proposed calculation of the net amount Closing Net Working Capital. The Accountant shall apply the terms of all adjustments Section 2.4 of this Agreement, and shall otherwise conduct the arbitration under such procedures as the Parties may agree or, failing such agreement, under the then prevailing Commercial Rules of the American Arbitration Association. Each of the Parties shall bear its own expenses in connection with the arbitration. The fees and expenses of the Accountant incurred in connection with the arbitration of the Closing Net Working Capital shall be allocated fifty percent (50%) to Seller and fifty percent (50%) to the Base Purchase Price required Buyer; provided, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section, the other Party’s outside counsel or accounting fees. All determinations by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”)Accountant shall be final, together conclusive and binding with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object respect to the Closing Statement Net Working Capital, in the absence of fraud or manifest error. The scope of the disputes to be arbitrated by written notice the Accountant is limited to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to whether the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth Closing Net Working Capital was done in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed manner consistent with Seller’s calculation of all other items this Agreement and amounts contained whether there were mathematical errors in the Statement of Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price AdjustmentNet Working Capital, and the Accountant is not to make any other determinations, including any determination as to whether GAAP was followed for the Statement of Closing Statement shall be final and binding on Net Working Capital or as to whether the Parties as of the end of Buyer’s 30-day review periodDecember Net Working Capital is correct.

Post-Closing Adjustment. Within fifteen (i15) Within sixty (60) business days following of the Closing Date----------------------- Closing, Seller the Company shall prepare and deliver to Buyer Parent, in a statement (form satisfactory to Parent, financial statements and other documentation necessary to determine the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation total amount of liabilities of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties Company outstanding as of the end Closing Date (the "Closing Date Liabilities"). Parent shall have such access to the Company' books and records as it deems necessary to verify the amount of Buyer’s 30-day such Closing Date Liabilities. Based on the Closing Date Liabilities, the Holdback Shares payable to the Stockholders shall be reduced (the "Holdback Shares Adjustment") as follows: If the Closing occurs on or before February 4, 2000 (the "Anticipated Closing Date"), the Holdback Shares payable to the Stockholders shall be reduced, pro rata among the Stockholders based on their respective ownership of the Company Stock, on a dollar for dollar basis in an amount equal to the amount by which the Closing Date Liabilities exceed $15,000 in the aggregate if such excess has not been paid by the Stockholders personally, at their sole discretion. If the Closing occurs after the Anticipated Closing Date (other than due solely to the fault of Parent), the Holdback Shares payable to the Stockholders shall be reduced on a dollar for dollar basis in an amount equal to the total amount of the Closing Date Liabilities if the total amount of the Closing Date Liabilities has not been paid by the Stockholders personally, at their sole discretion. It shall not be considered the fault of Parent if the Closing is delayed due to unanticipated issues that arise during Parent's due diligence review periodof the Company.

Post-Closing Adjustment. (ia) Within sixty forty-five (6045) calendar days following the Closing Date, Seller shall prepare and deliver to Buyer an unaudited pro forma combined balance sheet of the Company and its Subsidiaries as of the Closing Date (the “Closing Balance Sheet”) prepared on a basis consistent with the principles applied in the preparation of the balance sheet attached as Exhibit 2 to the pro forma combined financial statements attached as Section 1.4(a) to the Company Disclosure Schedule, and a statement (the “Closing Statement”) that shall set sets forth the Working Capital as derived from such Closing Balance Sheet (it being acknowledged that, to the extent any principle applied in reasonable detail Seller’s calculation the determination of Working Capital pursuant to the definition thereof in Section 1.3 conflicts with any principle applied in the preparation of the net amount Closing Balance Sheet, the definition of all adjustments Working Capital shall control in the preparation of the Closing Statement). Following the Closing, the Company and Buyer shall provide, upon reasonable notice, to Seller and its Representatives (as defined in Section 5.2(a) hereof) full access to the Base Purchase Price required by Section 2.6(aproperties, books, records, work papers and personnel of the Company (provided that any such access shall not unreasonably interfere with the operation of the Company’s or any of its Subsidiaries’ businesses) taking into account actual data (and shall cooperate fully with Seller for purposes of preparing the “Purchase Price Adjustment”), together with reasonable supporting material regarding Closing Balance Sheet and the computation thereofClosing Statement. Buyer shall have thirty (30) calendar days after delivery to review Buyer of the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Balance Sheet and Closing Statement by written notice during which to notify Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation any dispute of the reasons for disagreement with each such any item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute (including any item or amount not contained in the Closing Balance Sheet to the extent such item impacts the Closing Statement), which notice shall set forth in reasonable detail the basis for such Objection Noticedispute. If Buyer does not timely deliver fails to notify Seller of any Objection Noticesuch dispute within such thirty (30) calendar day period, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be deemed to be the final statement (the Closing Statement as finally determined pursuant to this Section 1.4(a) or Section 1.4(b), the “Final Statement”). In the event that Buyer shall so notify Seller of any dispute, Buyer and binding on the Parties Seller and their respective accountants shall cooperate in good faith to resolve such dispute as of the end of Buyer’s 30-day review periodpromptly as possible.

Post-Closing Adjustment. (ia) Within sixty ninety (6090) days following the Closing Date, Seller the Buyers shall prepare cause to be prepared and deliver delivered to Buyer Mallinckrodt UK a written statement (the “Closing Statement”) that shall set forth setting out, in reasonable detail Seller’s detail, a calculation of (i) the Closing Net Working Capital, (ii) the Closing Working Capital Adjustment, (iii) the Closing Indebtedness, (iv) the Closing Cash, and (v) the Closing Net Cash, which when considered together, results in the calculation of the net amount of all adjustments to the Base Final Purchase Price required by Section 2.6(afrom Buyers’ viewpoint, as well as the Buyers’ view of (vi) taking into account actual data the R&D Lab Construction Pre- Closing Costs and (vii) the IT Carve-Out Pre-Closing Costs (altogether the “Purchase Price AdjustmentFinal Closing Statement”), together with reasonable all related supporting material regarding schedules, calculations and documentation reasonably appropriate to support the computation thereofamounts set forth therein. Buyer shall have thirty During the forty-five (3045) days to review after the date Mallinckrodt UK receives the Final Closing Statement following receipt thereof. On or before Statement, when and as reasonably requested, the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor)Buyers shall, and shall set forth Buyer’s calculation cause their officers, directors, employees and accountants to afford Mallinckrodt UK and its authorized representatives reasonable access to the offices, books and records necessary for a review by Mallinckrodt UK of the Purchase Price Adjustment based on such objections. To the extent not amounts set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Final Closing Statement and neither party may thereafter dispute to take copies of the same, provided however that (x) any item such access or amount furnishing of information shall be conducted during normal business hours and in such manner as not to interfere with the normal operations of the Business and (y) Mallinckrodt UK shall bear all of its own costs in connection with its review of the amounts set forth in such Objection Noticethe Final Closing Statement. If Buyer does not timely deliver any Objection NoticeThe Buyers will charge no amount to Mallinckrodt UK for the time spent by Buyers’ officers, Buyer shall be deemed to have agreed directors, employees, accountants or other representatives in connection with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodforegoing.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment following the Closing as hereinafter provided. Within fifteen (i15) Within sixty (60) business days following after the Closing Date, the Seller shall prepare and deliver to the Buyer a statement proposed balance sheet of the Business as of the close of business on the Closing Date (the “"Final Balance Sheet") along with a certification of the chief financial officer of the Seller that such balance sheet was prepared in accordance with the books and records of the Division and in conformity with the accounting practices and procedures used to prepare the Closing Statement”Balance Sheet. Subject to Section 8.1, the Buyer agrees that the Seller shall have access to the books and records relating to the Business for the purpose of preparing the Final Balance Sheet. The Buyer shall review the Final Balance Sheet and, in the event that the Buyer disagrees with the Seller's treatment of any item or items on such balance sheet, shall provide to the Seller, within fifteen (15) that shall set business days after receipt of such balance sheet (the "Review Period"), a written notice (the "Objection Notice") setting forth the disputed item or items and in reasonable detail Seller’s calculation the nature of and reasons for the net amount of all adjustments Buyer's objections with respect to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end treatment of such 30-day review period, Buyer may object to item or items; it being understood that any item or items on the Closing Statement by written notice to Seller (Final Balance Sheet not addressed in the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those be deemed accepted by the Buyer. The Final Balance Sheet shall be deemed accepted by the Buyer unless the Buyer delivers the Objection Notice within the Review Period. In the event that the Buyer and the Seller are unable to agree on the manner in which any item or 11 items or amounts with which Buyer disagrees, together with a detailed written explanation should be treated in preparation of the reasons for disagreement with each Final Balance Sheet, such item or amount items shall be promptly referred by the Buyer and the Seller to Coopers & Xxxxxxx L.L.P. ("C&L") for resolution within fifteen (15) business days. The manner in which C&L shall in writing determine that such item or items should be treated in the preparation of the Final Balance Sheet shall be binding and reasonable supporting material therefor), conclusive on the parties and shall be so reflected in the Final Balance Sheet. The Buyer and the Seller shall share equally the costs of retaining C&L. If the amount of Net Assets of the Division set forth Buyer’s calculation on the Final Balance Sheet (the "Final Net Assets Amount") exceeds $3,495,000 (i.e., the amount of Net Assets of the Purchase Price Adjustment based Division set forth on the Closing Balance Sheet) (the "Closing Net Assets Amount") by more than ten percent, then the Buyer shall pay to the Seller an amount equal to (a) the excess of (i) the Final Net Assets Amount over (ii) the Closing Net Assets Amount plus (b) interest on such objectionsexcess from the Closing Date to but excluding the date of payment at an interest rate equal to eight percent (8%). To If the extent not set forth in a timely-delivered Objection NoticeClosing Net Assets Amount exceeds the Final Net Assets Amount by more than ten percent, then the Seller shall pay to the Buyer an amount equal to (x) the excess of (i) the Closing Net Assets Amount over (ii) the Final Net Assets Amount plus (y) interest on such excess from the Closing Date to but excluding the date of payment at an interest rate equal to eight percent (8%). Any payment required to be made pursuant to this Section 2.4 shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation made no later than five (5) business days after determination of the Purchase Price Adjustmentamount due, and by wire transfer of immediately available funds to such account or accounts as designated by the Closing Statement shall be final and binding on party receiving the Parties as of the end of Buyer’s 30-day review periodpayment.

Post-Closing Adjustment. (ia) Within sixty (60) 60 days following after the Closing Date, Seller shall prepare and deliver to Buyer Purchaser a statement (the “Closing "Final Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”"), setting forth Buyer’s specific objections Seller's good faith determination of the difference between (x) the Purchase Price (based on the actual amounts of the items in clauses (i) - (vii) of Section 1.2(a)) and (y) the amount of the Closing Payment (the "Final Adjustment Amount"). The Final Statement shall reflect, among other things, the EBITDA for the year ended December 31, 1997 computed from Seller's 1997 Financial Statements (hereinafter defined), the Net Working Capital calculation set forth in Section 1.2(a)(vi) and the actual cost to purchase or install the Critical Expenditures. During the 30-day period following delivery of the Final Statement to Purchaser, Seller shall provide Purchaser (or any auditor designated by Purchaser) with access during normal business hours to such books, records, working papers or other information as is reasonably necessary in the review of the Final Statement and the calculation of the Purchase Price AdjustmentFinal Adjustment Amount to enable Purchaser to verify the accuracy of the Final Statement, including but not limited to the 1997 Financial Statements, the work papers of KPMG Peat Marwick related thereto and access to authorized representatives of KPMG Peat Marwick with respect thereto. Such Objection The Final Statement shall become final and binding upon all parties hereto on the thirty-first day following delivery thereof (without counting such day of delivery) to Purchaser unless the Purchaser gives written notice of disagreement with the Final Statement (a "Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify those items or amounts with which Buyer disagreesin reasonable detail the nature of any disagreement so asserted, together with a detailed written explanation and relate solely to the review of the reasons for disagreement with each such item or amount (Final Statement and reasonable supporting material therefor), and shall set forth Buyer’s the calculation of the Purchase Price Final Adjustment based on such objections. To the extent Amount, including (but not set forth in limited to) any adjustments required as a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation result of the Purchase Price Adjustment, and the Closing Statement shall be final and binding audit performed by KPMG Peat Marwick on the Parties as of the end of Buyer’s 30-day review periodSeller's 1997 Financial Statements.

Post-Closing Adjustment. (ia) Within sixty Notwithstanding anything to the contrary contained herein, as soon as practicable and in any event no later than 45 days after the Closing, the Beneficiaries shall deliver to Buyer an unaudited balance sheet and statements of operation and cash flows for the Company as of and for the period April 1, 2000 through the time on the Closing Date immediately prior to the Closing, but after giving effect to the third sentence of Section 1.2 (60) collectively, the "Closing Date Financials"). The Closing Date Financials shall be prepared in accordance with generally accepted accounting principles and on the same basis as the Company's other financial statements set forth on SCHEDULE 3.8 hereto, and include all normal and recurring adjustments necessary for a fair presentation of the information set forth therein. During the 45 days after the Closing, Buyer shall grant the Beneficiaries reasonable access to the books and records of the Company solely to the extent that such access is necessary to prepare the Closing Date Financials. As soon as is reasonably practicable, but in any event no later than the later of 75 days following the Closing Date, Seller shall prepare Date and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation 30 days following receipt of the net amount of all adjustments to Closing Date Financials from the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”)Beneficiaries, together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to complete a review of the Closing Statement following receipt thereof. On Date Financials and shall inform the Beneficiaries in writing that the Closing Date Financials are acceptable or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”)Date Financials in writing, setting forth a specific description of Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such 's objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Noticeso object to the Closing Date Financials within such period, then Buyer shall will be deemed to have agreed accepted the Closing Date Financials. If Buyer so objects to the Closing Date Financials and the Beneficiaries do not agree with and accepted Seller’s calculation Buyer's objections or such objections are not resolved on a mutually agreeable basis within 15 days of the Purchase Price AdjustmentBeneficiaries' receipt of Buyer's objections, and any such disagreements shall be promptly submitted by either party to a mutually agreeable independent certified accounting firm (the Closing Statement "Independent Firm"). The Independent Firm shall resolve such dispute within 30 days after submission of the dispute by the parties. The decision of the Independent Firm shall be final and binding on upon the Parties Beneficiaries and Buyer and its fees, costs and expenses shall be borne by the party against which the Independent Firm shall rule or proportioned as of the end of Buyer’s 30-day review perioddeemed appropriate by such Independent Firm.

Post-Closing Adjustment. (i) Within sixty (60) 15 days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer the Company a statement schedule (the “Closing StatementFinal Equipment and Inventory Schedule”) setting forth all Inventories and Equipment that shall remained from Schedule 3.2 as of the Closing Date (the “Final Equipment and Inventory”). The Final Equipment and Inventory Schedule shall, applying the formula set forth in reasonable detail Seller’s calculation of Section 3.2 above, state the net amount of all adjustments to amount, if any, by which the Base Estimated Purchase Price required is to be reduced by Section 2.6(a) taking into account actual data Buyer (the “Purchase Price Adjustment”), together with reasonable supporting material regarding . If no Final Equipment and Inventory Schedule is delivered to the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of Company within such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (Estimated Equipment and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement Estimated Inventory schedules shall be final and binding on the Parties as Parties. The Company shall have a period of 15 days after its receipt of the end Final Equipment and Inventory Schedule to dispute the amount of the Purchase Price Adjustment by delivering to Buyer a written notice of objection (an “Objection Notice”) setting forth a reasonably detailed explanation of the basis of the Company’s dispute. If no Objection Notice is delivered to Buyer within such period, the Final Equipment and Inventory Schedule delivered by Buyer to the Company shall be final and binding upon the parties. If an Objection Notice is delivered to Buyer within such period, the parties shall cooperate in good faith to resolve the Company’s dispute. In the event that Buyer and the Company are unable to resolve such dispute within 30 days after the date an Objection Notice was delivered to Buyer’s 30, then Buyer and the Company shall refer the issues in dispute to a nationally recognized firm of independent public accountants not then engaged by Buyer or any Seller mutually agreeable to the parties (the “Arbiter”). Buyer and the Company shall submit their positions on the dispute to the Arbiter within 30 days after appointment as such, and the Arbiter shall resolve the dispute within 20 days after such submission (the “Resolution Date”), and such resolution shall be final and binding upon the Parties. The fees and expenses of the Arbiter shall be paid one-day review periodhalf by Buyer and one-half by the Company. Upon final determination of the Purchase Price Adjustment, if any, the Estimated Purchase Price shall be adjusted in the manner set forth in Section 3.2 and this Section 3.3, which adjusted purchase price shall be the “Closing Purchase Price” for all other purposes under this Agreement. If the Closing Purchase Price is less than the Estimated Purchase Price, then Buyer shall deduct the difference (if any) from the principal and interest due and payable under the Note.

Post-Closing Adjustment. Not later than ninety (i) Within sixty (6090) days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer a statement Seller an actual balance sheet of the Target Companies as of the close of business on the Closing Date (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price AdjustmentDate Balance Sheet”), together with reasonable supporting material regarding a detailed calculation, estimated in good faith and in accordance with GAAP, of the computation thereofamount of the Net Working Capital Amount, the Indebtedness, the Transaction Expenses and Deferred Revenue Excess, respectively, as of 12:01 a.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, Buyer’s written calculation of the Final Closing Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Aggregate Purchase Price (the “Preliminary Post-Closing Adjustment”). The Net Working Capital Amount shall be calculated in accordance with methodologies used to calculate the sample working capital amount calculation set forth on Estimated Closing Balance Sheet, which is based on the Acquisition Balance Sheet; provided that notwithstanding anything to the contrary set forth on the Estimated Closing Balance Sheet or other provision of this Agreement, for purposes of calculating the Net Working Capital Amount under this Section 2.4(b), any accounts receivables that were included in the Estimated Purchase Price at Closing but which had been outstanding for ninety (90) days or more as of the Closing Date and which have not been collected at such time that Buyer delivers the Closing Date Balance Sheet shall be disregarded and not included in connection with the adjustment to Aggregate Purchase Price contemplated by this Section 2.4(b). Seller shall have thirty (30) days to review after delivery of the Closing Preliminary Adjustment Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Review Period”) to notify Buyer in writing (the “Dispute Notice”), setting forth Buyer’s specific objections to ) that Seller disputes the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timelyproposed Preliminary Post-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.if no such notice is given within such time

Post-Closing Adjustment. (ia) Within sixty (60) days following The Sellers' Representative may dispute the Closing Date, Seller shall prepare and deliver to Final Net Working Capital as calculated by the Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have at any time within thirty (30) days after the date the Sellers receive the calculation thereof, by delivery to review the Buyer of a Notice of Dispute. Upon receipt of any Notice of Dispute by the Buyer, the Sellers' Representative and the Buyer shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by the Sellers' Representative and the Buyer within thirty (30) calendar days after the receipt of the Notice of Dispute, the Sellers' Representative and the Buyer shall jointly refer the dispute to the Arbiter, as an arbitrator to finally resolve, as soon as practicable, and in any event within thirty (30) calendar days after such reference, all points of disagreement with respect to the Final Net Working Capital reflected on the Closing Statement following receipt thereofBalance Sheet. On or before the end For purposes of such 30-day review periodarbitration the Sellers' Representative and the Buyer shall each submit a proposed calculation of the Final Net Working Capital. The Arbiter shall apply the terms of Section 2.4 of this Agreement, Buyer may object the accounting principles and methodology set forth in Schedule 2.5(a) to this Agreement, and the other provisions of this Agreement relating to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor)Balance Sheet, and shall set forth Buyer’s calculation otherwise conduct the arbitration under such procedures as the Parties may agree or, failing such agreement, under the then prevailing Commercial Rules of the Purchase Price Adjustment based on such objectionsAmerican Arbitration Association. To Each of the Parties shall bear its own expenses in connection with the arbitration, unless the Arbiter otherwise directs. The fees and expenses of the Arbiter incurred in connection with the arbitration of the Final Net Working Capital shall be allocated between the Sellers and the Buyer by the Arbiter in proportion to the extent either of such Parties did not set forth prevail on items in dispute with respect to the Final Net Working Capital reflected on the Closing Balance Sheet; provided, that such fees and expenses shall not include, so long as a timely-delivered Objection NoticeParty complies with the procedures of this Section, Buyer the other Party's outside counsel or accounting fees. All determinations by the Arbiter shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Noticefinal, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final conclusive and binding on the Parties as Buyer and the Sellers with respect to the Final Net Working Capital and the allocation of arbitration fees and expenses, in the end absence of Buyer’s 30-day review periodfraud or manifest error.

Post-Closing Adjustment. Except as expressly set forth in this Agreement, in no event shall any adjustment be made on or after the date of this Agreement to the Purchase Price. Notwithstanding anything to the contrary contained herein, no later than thirty (i) Within sixty (6030) days following after the Closing Datedate of the Closing, Seller shall prepare and deliver to Buyer a statement (the “"Closing Net Non-Cash Working Capital Statement”") of the Closing Net Non-Cash Working Capital of the Business as of 5:59 a.m. on the day of the Closing, in substantially the form as annexed hereto as Exhibit A-3, and prepared in accordance with GAAP. Notwithstanding anything to the contrary contained herein, all Liabilities required by GAAP to be included in Exhibit A-3 shall be included in Exhibit A-3 as a liability, except that in any instance where (i) Seller has agreed to be responsible for the Representation Modification Excess, the Nondisclosed Modification Excess or the Environmental Liability Excess, as applicable, and (ii) GAAP requires that the entire amount of the Liability arising under Sections 6.3 and 7.3, as the case may be, be listed as a liability under Exhibit A-3, the entire amount of such Liability shall be set forth as a Liability on the Closing Net Non-Cash Working Capital Statement, provided that Seller shall only be responsible for the Representation Modification Excess, the Nondisclosed Modification Excess or the Environmental Liability Excess, as applicable, and the Closing Net Non-Cash Working Capital Statement shall be adjusted accordingly in reasonable detail Seller’s calculation favor of Seller to provide Seller a corresponding credit in the form of a current asset value equal to the difference between the subject Liability and the amount of the net amount of all adjustments to Representation Modification Excess, the Base Purchase Price required by Section 2.6(a) taking into account actual data (Nondisclosed Modification Excess or the “Purchase Price Adjustment”)Enivornmental Liability Excess, together with reasonable supporting material regarding the computation thereofas applicable. Buyer shall have thirty ten (3010) days Business Days following the date on which the Closing Net Non- Cash Working Capital Statement is delivered to Buyer in accordance with the provisions of this Agreement, to review the Closing Net Non-Cash Working Capital Statement following receipt thereofand either approve the amount of the Closing Net Non-Cash Working Capital set forth therein or to notify Seller, in writing, of the Closing Net Non-Cash Working Capital as determined by Buyer. On or before Buyer and Seller shall cooperate with each other and act in a diligent good faith manner to determine the end Closing Net Non-Cash Working Capital. In the event that Buyer and Seller are unable to mutually agree upon the amount of such 30the Closing Net Non-day review periodCash Working Capital within forty-five (45) days after the date of the Closing, Seller shall promptly submit all documents necessary to enable the Bankruptcy Court to calculate the Closing Net Non- Cash Working Capital pursuant to Section 18.7 hereof. Buyer hereby agrees to cooperate with Seller in connection with executing and filing all documents required by the Bankruptcy Court to calculate the Closing Net Non-Cash Working Capital. The determination by the Bankruptcy Court of the Closing Net Non-Cash Working Capital shall be binding on Seller and Buyer. In the event that the Closing Net Non-Cash Working Capital (as determined pursuant to the provisions of this Section 10.2) exceeds the amount of net non-cash working capital of the Business shown on Exhibit A-3 annexed hereto (the "Second Quarter Amount"), Buyer may object to shall, no later than two (2) Business Days after the determination of the Closing Statement by written notice Net Non-Cash Working Capital, pay to Seller (the “Objection Notice”), setting forth Buyer’s specific objections by delivery to the calculation Indenture Trustee in satisfaction of its first priority liens and security interest in the Property) the amount of such excess. In the event, however, that the Closing Net Non-Cash Working Capital is less than the Second Quarter Amount, CPPI shall cause the Indenture Trustee to pay to Buyer, no later than two (2) Business Days after the determination of the Purchase Price AdjustmentClosing Net Non-Cash Working Capital, the amount of such deficiency from the funds held in escrow pursuant to Section 2.2 of this Agreement; it being understood and agreed that in no event shall the Indenture Trustee be liable to pay any amount due to Buyer under this Section 10.2 that exceeds the funds held by the Indenture Trustee in escrow pursuant to Section 2.2 of this Agreement. Such Objection Notice shall specify those items or amounts with which Notwithstanding the foregoing, any amount owed by Seller to Buyer disagrees, together with a detailed written explanation pursuant to this Section 10.2 in excess of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and funds held by the Indenture Trustee in escrow shall set forth Buyer’s calculation be paid by Seller as an "Administrative Expense" in the Bankruptcy Cases in the ordinary course of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodadministration thereof.

Post-Closing Adjustment. (i) Within sixty (60) 90 days following the Closing Date, Seller Buyer shall prepare and deliver to Seller a certificate executed by an executive officer of Buyer a statement (subject to modification as set forth below, the “Closing Statement”) setting forth Buyer’s good faith determination of the Adjusted Net Working Capital and each of the components thereof as of the Closing Date, determined in accordance with GAAP, the Balance Sheet Rules and the Sample Statement, as well as Buyer’s good faith determination of the Cash Adjustment, Capital Expenditure Adjustment and Transferred Indebtedness as of the Closing Date. Following delivery of the Closing Statement, Buyer shall provide Seller and its representatives with reasonable access during normal business hours to the Acquired Companies’ personnel and records used to prepare the Closing Statement and the working papers of Buyer’s or the Acquired Companies’ accounting firm, in accordance with and adhering to the reasonable policies and procedures of such firm for such requests, as well as any other supporting documentation for the Closing Statement that Seller may reasonably request. Within 30 days after Seller’s receipt of the Closing Statement, Seller shall set forth deliver to Buyer a written statement either accepting the Closing Statement or specifying any objections thereto in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the an “Purchase Price AdjustmentObjections Statement”), together which objections shall be limited to calculations of amounts not in accordance with reasonable supporting material regarding GAAP and the computation thereofBalance Sheet Rules or errors of fact or mathematical errors. Buyer shall have thirty (30) days to review If Seller does not deliver an Objections Statement within such 30 day period, then the Closing Statement shall become final and binding upon all Parties. If Seller delivers an Objections Statement within such 30 day period, then Seller and Buyer shall negotiate in good faith for 30 days following Buyer’s receipt thereofof such Objections Statement to resolve such objections. On or before the end of Any such objections that Buyer and Seller are unable to resolve during such 30-day review period is referred to as a “Disputed Item”. After such 30-day period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall any matter set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement that is not a Disputed Item shall be deemed finally resolved and neither party may thereafter dispute agreed. If Buyer and Seller are unable to resolve all objections during such 30-day period, then any item or amount Disputed Items (and only such Disputed Items) shall be resolved by Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is not available for such assignment, BDO Xxxxxxx or, if BDO Xxxxxxx is not available for such assignment, another nationally recognized accounting firm upon which Buyer and Seller shall agree (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve any Disputed Items in accordance with the terms of this Agreement within 30 days after its appointment. The resolution of such Disputed Items by the Accounting Firm (i) shall be set forth in such Objection Notice. If Buyer does not timely deliver any Objection Noticewriting, Buyer (ii) shall be deemed to have agreed with within the range of dispute between Buyer and accepted Seller’s calculation of the Purchase Price Adjustment, and (iii) shall be conclusive and binding upon the Parties. Upon delivery of such resolution, the Closing Statement Statement, as modified in accordance with such resolution, shall be become final and binding on the Parties as upon all Parties. The fees, costs and expenses of the end of Buyer’s 30-day review periodAccounting Firm shall be allocated equally between Buyer and Seller.

Post-Closing Adjustment. Within ten (i10) Within sixty (60) days Business Days following the Purchaser’s approval of the Purchaser’s consolidated financial statements, including, within it, the Company’s audited financial results (the “2020 Audit Completion Date”) for the period commencing on the Closing DateDate and ending on December 31, Seller 2020 (the “Audited 2020 FS”), the Purchaser shall prepare and deliver to Buyer the Seller a statement showing the Company’s Actual Closing Working Capital, and the calculation of any adjustment to be made to the Closing Consideration based on the difference, if any, between Actual Closing Working Capital and $0.00 (the amount of the Company’s estimated Working Capital as of the Closing Date) (the “Post-Closing Adjustment Statement”) that ). The Post-Closing Adjustment Statement shall set forth in reasonable detail Seller’s calculation of be final, conclusive and binding upon the net amount of all adjustments to Parties unless the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by Seller delivers a written notice to Seller the Purchaser of any objection to the Post-Closing Adjustment Statement (the “Objection Notice”), setting ) within twenty (20) days (the “Objection Period”) after delivery of the Post-Closing Adjustment Statement. The Objection Notice must set forth Buyerin reasonable detail (x) any item on the Post-Closing Adjustment Statement that the Seller believes has not been prepared in accordance with this Agreement and the correct amount of such item and (y) the Seller’s specific objections to the alternative calculation of the Purchase Price AdjustmentActual Closing Working Capital and any adjustment to the Closing Consideration, as the case may be. Such Any Objection Notice shall specify those items or amounts must specify, with which Buyer disagreesreasonable particularity, together with a detailed written explanation all facts that form the basis of the reasons for disagreement with each such item or amount disagreements and all statements by Persons (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer who shall be deemed identified by name) and documents relied upon by the Seller as forming the basis of such disagreement. If the Seller gives any such Objection Notice within the Objection Period, then the Seller and the Purchaser shall attempt in good faith to have agreed with Seller’s calculation of all other items and amounts contained in resolve any dispute concerning the Closing Statement and neither party may thereafter dispute any item or amount not set forth in item(s) subject to such Objection Notice. If Buyer does the Seller and the Purchaser do not timely deliver resolve the issues raised in the Objection Notice within fifteen (15) days of the date of delivery of the Objection Notice (the “Initial Resolution Period”), either the Seller or the Purchaser may submit such dispute to and such dispute shall be resolved fully, finally and exclusively by KMPG International Limited (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the parties in such proportion as is appropriate to reflect the relative benefits received by the Seller and the Purchaser from the resolution of the dispute. For example, if Seller challenges the calculation in the Post-Closing Adjustment Statement by an amount of $100,000, but the Reviewing Party determines that the Seller has a valid claim for only $40,000, the Purchaser shall bear 40% of the fees and expenses of the Reviewing Party and the Seller shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to the Seller and the Purchaser) as promptly as practicable, but in any event within thirty (30) days following the date of delivery of the Post-Closing Adjustment Statement and provide written submissions detailing (i) whether or not the Post-Closing Adjustment Statement was prepared in accordance with the terms of this Agreement, and (ii) if the Reviewing Party determines that the Post-Closing Adjustment Statement was not prepared in accordance with this Agreement, then only with respect to the disputed items submitted to the Reviewing Party, the Reviewing Party shall determine whether and to what extent (if any) the Post-Closing Adjustment Statement requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor (it being understood that any determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by the Purchaser in the Post-Closing Adjustment Statement or as proposed by the Seller in the Objection Notice) (the “Reviewing Party Decision”). The Seller and the Purchaser shall require the Reviewing Party to enter into a confidentiality agreement on terms agreeable to the Seller, Buyer shall be deemed to have agreed with the Purchaser and accepted Seller’s calculation the Reviewing Party. The procedures of the Purchase Price Adjustmentthis Section 2.4 are exclusive, and the Closing Statement determination of the Reviewing Party shall be final and binding on the Parties absent fraud. The decision rendered pursuant to this Section 2.4 may be filed as a judgment in any court of the end of Buyer’s 30-day review periodcompetent jurisdiction.

Post-Closing Adjustment. (i) Within sixty (60) days following After the Closing Date, Seller shall permit Acirca and Buyer (and their accountants), at their expense, to visit and inspect Seller's properties and to examine its books of account and records, all at such reasonable times as may be requested by Acirca or Buyer, for the purpose of confirming the value of Saleable Inventory transferred to Buyer at the Closing. Within 75 calendar days after the Closing Date, Acirca and Buyer shall prepare and deliver to Seller a closing inventory schedule that contains the actual value (calculated at the lower of standard or actual cost and in accordance with GAAP) as of the Closing Date of the Saleable Inventory (the "Final Saleable Inventory Amount"). Seller shall have a period of 30 days after its receipt of the Final Saleable Inventory Amount to dispute any amounts contained therein by delivering to Acirca and Buyer a statement written notice of objection (an "Objection Notice") identifying the “Closing Statement”) that shall set amounts in dispute and setting forth in reasonable detail Seller’s calculation a reasonably detailed explanation of the net amount basis of all adjustments Seller's dispute. If no Objection Notice is delivered to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Acirca and Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of within such 30-day review period, the Final Saleable Inventory Amount delivered by Acirca and Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on upon the Parties as of the end of Buyer’s Parties. If an Objection Notice is delivered to Acirca and Buyer within such 30-day review period, the Parties shall cooperate in good faith to resolve any amounts disputed by Seller. In the event that Acirca, Buyer and Seller are unable to resolve such dispute within 30 days after the date an Objection Notice was delivered to Acirca and Buyer, then Acirca, Buyer and Seller shall refer the issues in dispute to a nationally recognized firm of independent public accountants not then engaged by Acirca, Buyer or Seller mutually agreeable to the Parties (the "Arbiter"). Acirca, Buyer and Seller shall submit their positions on the dispute to the Arbiter within 30 days after appointment as such, and the Arbiter shall resolve the dispute within 20 days after such submission (the "Resolution Date"), and such resolution shall be final and binding upon the Parties. The fees and expenses of the Arbiter shall be paid one-half by Acirca and Buyer and one-half by Seller. Upon final determination of the Final Saleable Inventory Amount, the purchase price shall be recalculated in the manner set forth in Section 1.4(a) above substituting such Final Saleable Inventory Amount for the Estimated Saleable Inventory Amount, which new purchase price shall be the final "Purchase Price" for all other purposes under this Agreement. If the Purchase Price exceeds the Closing Purchase Price Buyer shall pay the amount of such excess to Seller within five Business Days after the Resolution Date, and if the Closing Purchase Price exceeds the Purchase Price Seller shall pay the amount of such excess to Buyer within five Business Days after the Resolution Date. Any such payment shall be made by wire transfer of immediately available funds to an account of the recipient designated by the recipient in writing delivered by the recipient to the payor at least two Business Days prior to the date of such payment.

Post-Closing Adjustment. (ia) Within sixty thirty (6030) days following Business Days after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer Seller a statement (the “Post-Closing Statement”) that shall set substantially in the form attached hereto as Exhibit E setting forth (i) an unaudited balance sheet as of the Closing Date of the Company, prepared in accordance with US GAAP and in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied, (ii) Purchaser’s calculation, in reasonable detail Sellerdetail, of Closing Cash, Closing Indebtedness, Closing Net Working Capital Adjustment and Closing Transaction Expenses, and (iii) Purchaser’s calculation calculation, in reasonable detail, of any necessary adjustment to the Estimated Purchase Price, in each case calculated in accordance with the terms of this Agreement. (b) During the twenty (20) Business Day period following delivery of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Post- Closing Statement following receipt thereof. On or before to Seller, Purchaser shall provide Seller and its Representatives with other information and supporting materials used in preparing the end of such 30Post-day review period, Buyer may object to the Closing Statement reasonably requested by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the and its Representatives. The Post-Closing Statement and its calculation of the Purchase Price Adjustmentshall become final and binding on the twentieth (20th) Business Day following delivery thereof, unless prior to the end of such period, Seller delivers to Purchaser written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer Seller shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Post-Closing Statement and neither party may thereafter dispute any item or amount not set forth specifically referenced in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation the Notice of the Purchase Price AdjustmentDisagreement, and such items and amounts shall not be subject to review under subsection (c) below. (c) During the Closing Statement ten (10) Business Day period following delivery of a Notice of Disagreement by Seller to Purchaser, the parties shall be final and binding on seek in good faith to resolve in writing any differences they may have with respect to the Parties as of the end of Buyer’s 30-day review period.matters specified therein. During such ten (10) Business

Post-Closing Adjustment. (i) Within sixty (60) 15 calendar days following after the Closing Date, Seller Buyer shall prepare and deliver to Seller a closing inventory schedule that contains the actual value (calculated at the lower of standard or actual cost and in accordance with GAAP) as of the Closing of the saleable finished goods, packaging materials and raw materials of the Business with a shelf life of greater than twelve calendar months (the "Final Saleable Inventory Amount"). Seller shall have a period of 10 days after its receipt of the Final Saleable Inventory Amount to dispute any amounts contained therein by delivering to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller of objection (the “an "Objection Notice”), ") identifying the amounts in dispute and setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation basis of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice's dispute. If no Objection Notice is delivered to Buyer does not timely deliver any Objection Noticewithin such 10-day period, the Final Saleable Inventory Amount delivered by Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement Seller shall be final and binding upon the Parties. If an Objection Notice is delivered to Buyer within such 10-day period, the Parties shall cooperate in good faith to resolve any amounts disputed by Seller. In the event that Buyer and Seller are unable to resolve such dispute within 10 days after the date an Objection Notice was delivered to Buyer, then Buyer and Seller shall refer the issues in dispute to a nationally recognized firm of independent public accountants not then engaged by either Buyer or Seller (the "Arbiter"). Buyer and Seller shall submit their positions on the Parties dispute to the Arbiter within 10 days after appointment as such, and the Arbiter shall resolve the dispute within 20 days after such submission (the "Resolution Date"), and such resolution shall be final and binding upon the Parties. The fees and expenses of the end Arbiter shall be paid one-half by Buyer and one-half by Seller. Upon finalization of Buyer’s 30-day review period.the Final Saleable Inventory Amount, the purchase price shall be recalculated in the manner set forth in Section 1.4(a) above substituting such Final Saleable Inventory Amount for the Estimated Saleable Inventory Amount, which new purchase price shall be the final "Purchase Price" for all other purposes under this

Post-Closing Adjustment. (ia) Within sixty forty-five (6045) days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer the Representative a statement setting forth its calculation of the Final Consideration, including the Closing Indebtedness and Transaction Expenses (the “Preliminary Closing Statement”) that shall set forth in reasonable detail Seller’s calculation ). During the period following the Representative's receipt of the net amount Preliminary Closing Statement and until the Final Consideration is finally determined pursuant to this Section 2.11, the Representative and its accountants shall be permitted to review Buyer's books and records and working papers related to Buyer's preparation of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (Preliminary Closing Statement. The Preliminary Closing Statement shall become final and binding upon Buyer, the “Purchase Price Adjustment”), together with reasonable supporting material regarding Stockholders and the computation thereof. Buyer shall have Optionholders thirty (30) days to review after the Closing Statement following Representative's receipt thereof. On or before , unless the end of such 30-day review period, Buyer may object to the Closing Statement by Representative gives written notice to Seller of its disagreement (the “Objection NoticeNotice of Disagreement”) to Buyer prior to such date, specifying in reasonable detail the nature of any disagreement so asserted and shall only include disagreements based upon mathematical errors or based upon the Preliminary Closing Statement not being prepared in accordance with this Section 2.11 and the related definitions contained herein. If a timely Notice of Disagreement is received by Buyer, then all amounts that are not in dispute shall be paid by the party owing such amount by wire transfer of immediately available funds no later than five business days after the time period in which the Representative delivers such Notice of Disagreement pursuant to Section 2.12 hereof. The determination of Closing Indebtedness, Transaction Expenses and Final Consideration (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Stockholders and the Optionholders on the earliest of (x) the date Buyer and the Representative 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 Dispute Resolution Auditor specified below. The Representative and Buyer shall negotiate in good faith to resolve any objections specified in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, the Representative and Buyer shall submit such dispute to Xxxxx Xxxxxxxx LLP (the “Dispute Resolution Auditor”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice The Dispute Resolution Auditor shall specify consider only those items or and amounts which are identified in the Notice of Disagreement as being items which the Representative and Buyer are unable to resolve. The Representative and Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve all disagreements as soon as practicable. Further, the Dispute Resolution Auditor's determination shall be based solely on the presentations by Buyer and the Representative which are in accordance with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (terms and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not procedures set forth in a timely-delivered Objection Noticethis Agreement, Buyer the provisions of this Section 2.11 and the related definitions contained herein (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Auditor shall be deemed to have agreed with Seller’s calculation final, binding and non‑appealable on Buyer, the Stockholders and the Optionholders for purposes of all other items this Section 2.11. The fees and amounts contained in expenses of the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer Dispute Resolution Auditor shall be deemed to have agreed with and accepted Seller’s calculation of allocated between Buyer, on the Purchase Price Adjustmentone hand, and the Closing Statement shall be final Stockholders and binding the Optionholders, on the Parties as other hand, based upon the percentage which the portion of the end contested amount not awarded to each party bears to the amount actually contested by such party (with each Stockholder and Optionholder responsible for its portion of Buyer’s 30-day review periodsuch costs and expenses (determined on a pro rata basis according to each Person's Common Percentage)).

Post-Closing Adjustment. The parties have determined the value of the Finished Goods Inventory and the Work In Process Inventory as of December 30, 2000 to be as set forth in Section 3.1(a) with respect to Finished Goods Inventory and Section 3.1(b) with respect to Work In Process Inventory (ithe "Initial Value"). As soon as reasonably practicable after the Closing, but in no event later than thirty (30) Within sixty (60) calendar days following after the Closing DateClosing, Seller shall prepare (a) conduct a physical inventory and deliver determine a tentative value of the Finished Goods Inventory as of the Closing Date ("Finished Goods Inventory Value") and (b) determine the value of Work In Process Inventory as of the Closing Date ("Work In Process Inventory Value"). Seller shall present such Finished Goods Inventory Value and Work In Process Inventory Value to Buyer a statement in writing (collectively "Tentative Value"). Buyer and its Representatives may observe the “Closing Statement”) that shall set forth physical inventory and review all computations used in reasonable detail Seller’s calculation preparations of the net amount Tentative Value. If Buyer does not give written notice of dispute thereof to Seller within ten (10) days after receipt of the Tentative Value and all adjustments to supporting computations, the Base Purchase Price required by Section 2.6(aTentative Value shall become the "Final Value." If Buyer notifies Seller of a dispute within the ten (10) taking into account actual data (the “Purchase Price Adjustment”)day period, together with reasonable supporting material regarding the computation thereof. Seller and Buyer shall have negotiate in good faith to agree upon the Final Value. If Seller and Buyer cannot resolve the dispute within thirty (30) days thereafter, the parties shall submit the matter to review Ernst & Young, LLP to be resolved pursuant to Section 9.17 hereof, except that Ernst & Young, LLP shall administer the Closing Statement following receipt thereof. On or before arbitration and act as the end of such 30-day review periodsole arbitrator, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation which resolution of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer Final Value shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final conclusive and binding on the Parties as parties. Determination of the end Final Value shall be made in accordance with the valuation procedures contained in this Section. If the Final Value is less than the Initial Value, the Purchase Price shall be reduced by the difference between the Initial Value and the Final Value. If such adjustment is required with respect to Finished Goods Inventory, Seller shall pay to Buyer, by check or wire transfer, the entire adjustment amount within five (5) days of the determination of the Final Value for Finished Goods Inventory or, if applicable, within five (5) days of receipt of a determination in resolution of any dispute over the Final Value of Finished Goods Inventory as provided in this Section. If such adjustment is required with respect to Work In Process Inventory, Seller shall pay to Buyer’s 30, by check or wire transfer, one-day review period.half of the adjustment amount within five (5) days of the determination of the Final Value of Work In Process Inventory or, if applicable, within five (5) days of receipt of a determination in resolution of any dispute over the Final Value of Work In Process Inventory as provided in this Section, and the balance to be paid to Seller by Buyer pursuant to Section 3.4(b)(2) below shall be reduced by the other one-half of the adjustment amount. In the event that the determination in resolution of any dispute over the Final Value of Work In Process Inventory occurs after the payment date set forth in Section

Post-Closing Adjustment. (ia) Within sixty ninety (6090) days following after the Closing Date, Seller shall will prepare (with the assistance of its independent certified public accountants if Seller so elects ("SELLER'S AUDITORS")) and deliver present to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount Net Working Capital of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data Business as of the Closing Date (the “Purchase Price Adjustment”"PROPOSED NET WORKING CAPITAL AMOUNT"), which shall be prepared consistent with the Target Working Capital so that it presents fairly the Net Working Capital of the Business as of the Closing Date using accounting methods, practices and procedures as used in the preparation of the Target Working Capital. Buyer and, if Buyer elects, a firm of independent certified public accountants selected by Buyer (the "BUYER'S AUDITORS"), shall be given, together with reasonable supporting material regarding the computation Proposed Net Working Capital Amount, the workpapers and access to the books, records and personnel of Seller and, if applicable, Seller's Auditors (the "WORKPAPERS"), utilized in preparing the Proposed Net Working Capital Amount for purposes of verifying the accuracy thereof. The Proposed Net Working Capital Amount shall be binding upon the parties to this Agreement unless Buyer shall have gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) days to review after its receipt of the Closing Statement following receipt thereof. On or before Proposed Net Working Capital Amount and the end Workpapers specifying in reasonable detail the nature and extent of such disagreement. If Seller and Buyer mutually agree upon the Proposed Net Working Capital Amount within thirty (30-day review ) days after Buyer's delivery of such notice of disagreement, such agreement shall be binding upon the parties hereto for purposes of this Agreement. If Seller and Buyer are unable to resolve any such disagreement within such period, Buyer may object the disagreement shall be referred for final determination to the Closing Statement by written notice to Seller Ernst & Young L.L.P. (the “Objection Notice”)"FIRST CHOICE") or, setting forth Buyer’s specific objections to if such firm is not available, such other independent accounting firm of national reputation selected by the calculation mutual agreement of Seller and Buyer (the "SELECTED FIRM") and the resolution of the Purchase Price Adjustment. Such Objection Notice shall specify those items disagreement by the First Choice or amounts with which Buyer disagreesthe Selected Firm, together with a detailed written explanation of as the reasons for disagreement with each such item or amount (and reasonable supporting material therefor)case may be, and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding upon the parties hereto for purposes of this Agreement. If Seller and Buyer cannot agree on the Parties Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm other than any accounting firm that has audited or been engaged to audit the financial statements of Buyer or Seller within the two years preceding the date of this Agreement. The Proposed Net Working Capital Amount as finally determined is referred to herein as the "FINAL NET WORKING CAPITAL AMOUNT." The fees and disbursements, if any, of Buyer's Auditors incurred in the preparation of the end Proposed Net Working Capital Calculation shall be paid by Buyer. Seller shall pay the fees and disbursements, if any, of Buyer’s 30-day review periodthe Seller's Auditors. The fees and disbursements, if any, of the 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 such firm.

Post-Closing Adjustment. (ia) Within sixty forty-five (6045) days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer the Representative a statement setting forth its calculation of the Final Consideration, including the Closing Indebtedness and Transaction Expenses (the “Preliminary Closing Statement”) that shall set forth in reasonable detail Seller). During the period following the Representative’s calculation receipt of the net amount Preliminary Closing Statement and until the Final Consideration is finally determined pursuant to this Section 2.11, the Representative and its accountants shall be permitted to review Buyer’s books and records and working papers related to Buyer’s preparation of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (Preliminary Closing Statement. The Preliminary Closing Statement shall become final and binding upon Buyer, the “Purchase Price Adjustment”), together with reasonable supporting material regarding Stockholders and the computation thereof. Buyer shall have Optionholders thirty (30) days to review after the Closing Statement following Representative’s receipt thereof. On or before , unless the end of such 30-day review period, Buyer may object to the Closing Statement by Representative gives written notice to Seller of its disagreement (the “Objection NoticeNotice of Disagreement”) to Buyer prior to such date, specifying in reasonable detail the nature of any disagreement so asserted and shall only include disagreements based upon mathematical errors or based upon the Preliminary Closing Statement not being prepared in accordance with this Section 2.11 and the related definitions contained herein. If a timely Notice of Disagreement is received by Buyer, then all amounts that are not in dispute shall be paid by the party owing such amount by wire transfer of immediately available funds no later than five business days after the time period in which the Representative delivers such Notice of Disagreement pursuant to Section 2.12 hereof. The determination of Closing Indebtedness, Transaction Expenses and Final Consideration (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Stockholders and the Optionholders on the earliest of (x) the date Buyer and the Representative 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 Dispute Resolution Auditor specified below. The Representative and Buyer shall negotiate in good faith to resolve any objections specified in the Notice of Disagreement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, the Representative and Buyer shall submit such dispute to Xxxxx Xxxxxxxx LLP (the “Dispute Resolution Auditor”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice The Dispute Resolution Auditor shall specify consider only those items or and amounts which are identified in the Notice of Disagreement as being items which the Representative and Buyer are unable to resolve. The Representative and Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve all disagreements as soon as practicable. Further, the Dispute Resolution Auditor’s determination shall be based solely on the presentations by Buyer and the Representative which are in accordance with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (terms and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not procedures set forth in a timely-delivered Objection Noticethis Agreement, Buyer the provisions of this Section 2.11 and the related definitions contained herein (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Auditor shall be deemed to have agreed with Seller’s calculation final, binding and non‑appealable on Buyer, the Stockholders and the Optionholders for purposes of all other items this Section 2.11. The fees and amounts contained in expenses of the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer Dispute Resolution Auditor shall be deemed to have agreed with and accepted Seller’s calculation of allocated between Buyer, on the Purchase Price Adjustmentone hand, and the Closing Statement shall be final Stockholders and binding the Optionholders, on the Parties as other hand, based upon the percentage which the portion of the end contested amount not awarded to each party bears to the amount actually contested by such party (with each Stockholder and Optionholder responsible for its portion of Buyersuch costs and expenses (determined on a pro rata basis according to each Person’s 30-day review periodCommon Percentage)).

Post-Closing Adjustment. (i) Within sixty (60) days following after the Closing Date, the Seller shall prepare and deliver to the Buyer a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Business as of the Closing Date (without giving effect to the transactions contemplated herein except that the $56,000 of inventory discussed in Section 2(g) below shall be reduced from Closing Working Capital) (the “Closing Balance Sheet”), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) that shall set forth in reasonable detail Seller’s calculation and a certificate of the net amount Seller that the Closing Balance Sheet and Closing Working Capital Statement were prepared in accordance with the same accounting methods, practices, principles, policies and procedures used by the Seller, including consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (Most Recent Financial Statements for the “Purchase Price Adjustment”)most recent fiscal year end as if such Closing Balance Sheet and Closing Working Capital Statement were being prepared as of a fiscal year end. Upon receipt, together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) twenty days to review the Closing Balance Sheet and Closing Working Capital Statement following receipt thereofand either approve or dispute the Seller’s calculations. On or before In the end of such 30event the Buyer approves the calculations, the Buyer shall determine the Post-day review period, Buyer may object Closing Adjustment and deliver to the Seller. In the event the Buyer disputes the calculations, the Buyer and the Seller shall have up to ten Business Days from the date Buyer notifies Seller of the dispute to cooperate to mutually determine an acceptable Closing Balance Sheet and Closing Working Capital Statement by written notice to Seller (calculation. Upon such determination, the “Objection Notice”), setting forth Buyer’s specific objections Buyer shall determine the Post-Closing Adjustment and deliver to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

Post-Closing Adjustment. (ia) Within sixty Acquiror shall deliver to Seller, within ninety (6090) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set notice setting forth in reasonable detail SellerAcquiror’s calculation of the net amount of all adjustments to Closing Net Working Capital and the Base Purchase Price required by Section 2.6(aPost-Closing Adjustment Amount based thereon (assuming such Closing Net Working Capital is the Adjusted Closing Net Working Capital) taking into account actual data (the “Purchase Price AdjustmentPost-Closing Adjustment Notice”), together with documentation reasonably necessary to support Acquiror’s calculations thereof and shall give Seller and its Representatives access, during normal business hours and upon reasonable supporting material regarding notice, to the computation thereofEmployees and the Books and Records and any work papers of Acquiror and its Representatives (to the extent permitted by Acquiror’s external accountants with respect to their work papers) as Seller may reasonably request as part of its review of the Post-Closing Adjustment Notice. Buyer Acquiror may not amend, supplement or otherwise change any aspect of the Post-Closing Adjustment Notice after it has been delivered to Seller without Seller’s consent. Seller must deliver written notice to Acquiror setting forth in reasonable detail any objections it has with respect to the Post-Closing Adjustment Notice no later than sixty (60) days after the date on which Acquiror delivered the Post-Closing Adjustment Notice (the “Notice of Objection”). If Seller does not so deliver the Notice of Objection within such sixty (60) day period, the Post-Closing Adjustment Notice shall have become conclusive and binding on the parties for all purposes of this Agreement. If Seller does so deliver the Notice of Objection within such sixty (60)) day period, then (i) any aspect of the Post-Closing Adjustment Notice to which there is no objection in the Notice of Objection shall become conclusive and binding on the parties for all purposes of this Agreement and (ii) Acquiror and Seller shall use good faith efforts to resolve all the objections contained in the Notice of Objection (the “Objections”) within thirty (30) days after the date on which the Notice of Objection was delivered to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodAcquiror.

Post-Closing Adjustment. (ia) Within As soon as practicable, but no later than sixty (60) days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer Parent a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections calculation of (i) the Closing Date Cash, (ii) the Closing Date Indebtedness, (iii) the Closing Date Working Capital and (iv) the “Final Purchase Price”, which shall equal (A) the Base Payment, plus (B) the amount of the Closing Date Cash, minus (C) the amount of the Closing Date Indebtedness, plus (D) the Closing Date Working Capital Adjustment (which, for the avoidance of doubt, may be a positive or negative number). Buyer’s calculations set forth in the Closing Statement (collectively, the “Proposed Purchase Price Calculations”) shall be delivered with reasonable supporting detail with respect to the calculation of such amounts. If Buyer does not deliver a Closing Statement to Parent within such sixty (60)-day period, the Closing Notice and applicable calculations set forth therein shall conclusively be deemed to be the Closing Statement; it being understood that Parent shall have the right to deliver a Purchase Price Dispute Notice and exercise its rights set forth in this Section 2.08 in respect of such deemed Closing Statement to reflect a more accurate calculation of the Final Purchase Price as compared to the calculation of the Estimated Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not as set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

Post-Closing Adjustment. (ia) Within sixty twenty (6020) days following Business Days after the Closing DateClosing, Seller shall prepare and deliver to Buyer a statement (an "INVENTORY ADJUSTMENT STATEMENT") which reflects the “Closing Statement”) that shall set forth in reasonable detail book cost, as reflected on the books of Seller’s calculation , as maintained by Seller, as of the net amount Closing Date, of all adjustments to fuel inventory and supplies, materials and spare parts (other than Capital Spare Parts) inventory included in the Base Purchase Price required by Section 2.6(a) taking into account actual data Auctioned Assets (the “Purchase Price Adjustment”"INVENTORY ADJUSTMENT AMOUNT") and, upon request of Buyer, related accounting material used by Seller to prepare the Inventory Adjustment Statement. The Inventory Adjustment Amount will be based, in respect of fuel, on the actual fuel inventory on the Closing Date and, in respect of supplies, materials and spare parts (other than Capital Spare Parts), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty on an inventory survey conducted within ten (3010) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object Business Days prior to the Closing Statement by written Date, in each case, consistent with the inventory procedures of Seller in effect as of the date of this Agreement (the "INVENTORY SURVEY"). Seller shall provide reasonable notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation Buyer of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation date and time of the reasons for disagreement Inventory Survey and will permit an employee, or representative, of Buyer to observe the Inventory Survey. The Inventory Adjustment Statement shall be prepared using (i) GAAP, and (ii) the same rolling average unit costs that Seller has historically used to calculate the book cost of the Auctioned Assets' fuel and supplies, materials and spare parts (other than Capital Spare Parts) inventory. Buyer agrees to cooperate with each such item or amount (Seller in connection with the preparation of the Inventory Adjustment Statement and reasonable supporting material therefor)related information, and shall set forth Buyer’s calculation provide to Seller such access, books, records and information as may be reasonably requested from time to time. Buyer hereby acknowledges that (i) the book value of the Purchase Price Adjustment fuel inventory as reflected on the books of Seller does not include any petroleum business taxes and similar excise taxes on sales of petroleum based on products imposed by Governmental Authorities and (ii) any such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer taxes shall be deemed paid by Buyer pursuant to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodSection 7.6(a) herein.

Post-Closing Adjustment. No later than six (i6) Within sixty (60) days following months after the Closing Date, Seller if Buyer determines that there is a material difference between the actual NAV and the Estimated NAV, then Buyer shall prepare and deliver to Buyer the Company, on behalf of all the Sellers, a written statement (the “Closing Proposed Statement”) that shall set setting forth in reasonable detail Seller’s a calculation of the net amount actual NAV (“Actual NAV”). The Company shall respond on behalf of (and are hereby empowered to respond on behalf of) all adjustments Sellers and, if it has any objections to the Base Purchase Price required by Section 2.6(a) taking into account actual data (Proposed Statement, it shall deliver a detailed statement describing the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. objections to Buyer shall have within thirty (30) days to review after receiving the Closing Proposed Statement, and in the absence of providing any such objection, the Proposed Statement following receipt thereof. On or before shall be deemed the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller final statement (the “Objection NoticeFinal Statement”), setting forth Buyer’s specific objections to ) and the calculation of the Purchase Price AdjustmentActual NAV set forth on the Final Statement shall be conclusive and binding upon the parties hereto. Such Objection Notice The Buyer and the Company shall specify those items or amounts with which use commercially reasonable efforts to resolve any such objections. If the Buyer disagreesand the Company fail to obtain a final resolution within thirty (30) days after the Buyer receives the Company’s written objections to the Proposed Statement, together with the Buyer and the Company shall select a detailed written explanation of single accounting firm mutually acceptable to the reasons for disagreement with each Buyer and the Company, and such item or amount accounting firm shall resolve any objections. If the Buyer and the Company are unable to select a mutually acceptable accounting firm, they will select a nationally-recognized “Big-4” accounting firm by lot (and reasonable supporting material thereforafter excluding their respective regular outside accounting firms), and such accounting firm shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such resolve any objections. To the extent not The determination of any accounting firm so selected shall be set forth in a timely-delivered Objection Notice, writing and shall be conclusive and binding upon the Buyer and the Company. The Buyer shall be deemed thereafter revise the Proposed Statement to have agreed reflect the determination of the accounting firm and the final revised Proposed Statement shall become the Final Statement. Buyer and Company shall equally share the costs, fees and expenses associated with Seller’s calculation retaining any such accounting firm. In any case, if Buyer delivers a Proposed Statement, then once the Actual NAV is determined, if the Actual NAV (as finally determined pursuant to this Section 2.5(c)) is less than the Estimated NAV, Company will pay to Buyer an amount equal to the full amount of all such difference by wire transfer or delivery of other items and amounts contained in immediately available funds within three (3) business days after the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Noticedate on which the Actual NAV is finally determined. If Buyer does not timely deliver any Objection Noticedelivers a Proposed Statement and the Actual NAV (as finally determined pursuant to this Section 2.5(c)) is more than the Estimated NAV, Buyer shall be deemed will pay to have agreed with and accepted Seller’s calculation Company an amount equal to the full amount of the Purchase Price Adjustment, difference between the Actual NAV and the Closing Statement shall be final and binding Estimated NAV by wire transfer or delivery of other immediately available funds within three (3) business days after the date on which the Parties as of the end of Buyer’s 30-day review periodActual NAV is finally determined.

Post-Closing Adjustment. (i) Within sixty (60) Buyer will conduct a physical inventory as of the Closing, which Representative may observe. Not more than 60 days following after the Closing DateClosing, Seller Buyer, with the full cooperation of Shareholders, shall prepare and deliver to Buyer the Representative a statement (setting forth a calculation of the “Threshold Capital and Debt as of the Closing Statement”) that shall Date, in accordance with the Accounting Policies set forth in reasonable detail Seller’s calculation of Schedule 1.3.3 and assuming that the net amount of all adjustments line item “Other Equipment” is accurate as stated in Shareholders’ estimate delivered pursuant to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof1.3.2. Buyer Shareholders shall have thirty (30) up to 30 days thereafter to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustmentto ensure that it has been calculated consistently with Section 1.3.1. Such Objection Notice If Shareholders believe that any material aspect of such calculation has not been prepared appropriately, the Representative shall, not later than the end of such 30 day period, contact Buyer to attempt to resolve the matter. If the parties are unable to resolve any matter within 30 days, Shareholders and Buyer shall specify those items or amounts jointly retain (and pay equally the fees of) a nationally recognized accounting firm with which Buyer disagrees, together no prior relationship with a detailed written explanation any of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of Parties to determine the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed matter subject to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustmentdisagreement, and the Closing Statement determination so made shall be final and binding on the Parties as all parties. On final agreement on or determination of the end Threshold Capital (which amount shall assume that the line item “Other Equipment” is accurate as stated in Shareholders’ estimate delivered pursuant to Section 1.3.2), $600,000 (the “First Escrow Distribution”) shall be distributed as provided in the Escrow Agreement (a) to Buyer to the extent that the Estimated Purchase Price is more than the Purchase Price and (b) any remainder to the Shareholders. To the extent that the First Escrow Distribution paid to Buyer is insufficient to repay Buyer the excess of Buyer’s 30-day review periodthe Estimated Purchase Price over the Purchase Price, the Shareholders shall promptly pay an additional amount to Buyer to make up the difference. If the Purchase Price exceeds the Estimated Purchase Price, Buyer shall promptly pay such excess to the Shareholders.

Post-Closing Adjustment. (i) Within sixty thirty (6030) calendar days following after the Closing DateClosing, Seller shall prepare and deliver to Buyer a statement the Purchaser (x) an unaudited balance sheet of the Transferred Business at the Closing Date (the “"CLOSING DATE BALANCE SHEET"), and (y) an adjusted * of the Purchased Assets as of the Closing Statement”) that Date *. The Closing Date Balance Sheet * shall be prepared in accordance with GAAP applied on a consistent basis with the Seller's normal carrying values for assets and consistent with *, as reduced to reflect the accelerated depreciation as set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereofabove. Buyer Seller shall have also within such thirty (30) days day period prepare and deliver to review the Closing Statement following receipt thereof. On Purchaser an adjusted SCHEDULE 1.3.1(a)(ii) showing all Transaction Costs, adjusted to reflect any additional Transaction Costs which arose or before the end of such 30-day review period, Buyer may object which Seller became aware subsequent to the Closing Statement by written notice and any adjustments to Seller previous estimates of Transaction Costs (the “Objection Notice”"ADJUSTED TRANSACTION COSTS" and as aggregated with the FINAL CLOSING VALUE, the "FINAL PURCHASE PRICE"). Purchaser shall be given access during Seller's normal business hours and upon at least two (2) business days advance notice, setting forth Buyer’s specific objections to certain representatives of Seller to discuss and review, as permitted by such representatives, such books and records of Seller as shall be necessary to verify the Closing Date Balance Sheet and the Final Purchase Price; provided, however, that Seller shall not be required to provide access to or review of books and records Seller reasonably believes are not directly related to the calculation of the Final Purchase Price. If Purchaser does not object to Seller's determination of the Final Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagreeswithin fifteen (15) business days following delivery of Seller's calculations of such amount, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Final Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-as delivered Objection Notice, Buyer by Seller shall be deemed accepted. If Purchaser objects to have agreed with Seller’s calculation such determination of all other items and amounts contained the Final Purchase Price, Purchaser shall notify Seller of such objection in the Closing Statement and neither party may thereafter dispute any item or amount not set forth writing within such fifteen (15) day period, stating in such Objection Noticewritten objection the reasons therefor and setting forth Purchaser's calculations of the Final Purchase Price. Upon receipt by Seller of such written objection, the parties shall attempt to resolve the disagreement through negotiation. If Buyer does the parties cannot timely deliver any Objection Notice, Buyer shall be deemed resolve such disagreement within thirty (30) ---------- * Omitted information is the subject of a request for confidential treatment pursuant to have agreed Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of Exchange Commission. days following the end of Buyer’s 30-the foregoing fifteen (15) business day review period, the parties shall submit the matter for resolution to a nationally recognized firm of independent certified public accountants not affiliated with either party. The costs of any such resolution by independent accountants shall be borne by the party whose calculation differs most from the calculation determined by such accountants.

Post-Closing Adjustment. No later than ninety (i90) Within sixty days from the date of Closing (60the "Adjustment Date"), the Purchaser will calculate the Tax Adjustment Amount and the Working Capital Amount utilizing the exact methodology set forth in Schedules 3(ii) and 3(iii). Prior to the Adjustment Date the Purchaser will provide Seller and Stockholder a detailed accounting of such calculations and the calculation of the Acquisition Consideration utilizing the newly calculated Tax Adjustment Amount and Working Capital Amount (the "Revised Acquisition Consideration Amount"). In the event the Revised Acquisition Consideration Amount shall exceed the Acquisition Consideration paid at Closing, the Purchaser shall cause the Sub to pay such differential to the Seller in cash within fifteen (15) days of the Adjustment Date, provided Seller has not objected to such calculation. In the event the Revised Acquisition Consideration Amount is less than the Acquisition Consideration paid at Closing , the Seller and/or Stockholder shall cause such differential to be paid to the Sub within fifteen (15) days of the Adjustment Date, provided Seller has not objected to such calculation. In the event Seller objects to the calculation of the Revised Acquisition Consideration Amount, Seller shall so advise Purchaser in writing not later than ten (10) days following the Closing Adjustment Date, . The Seller and Purchaser shall prepare in good faith attempt to resolve any dispute. If the Seller and deliver Purchaser are unable to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have resolve such dispute within thirty (30) days to review of the Closing Statement following receipt thereofAdjustment Date, then the dispute will be finally and conclusively determined by an independent accounting firm of recognized national standing (the "Consideration Arbiter") selected by Purchaser and Seller, which firm shall not be the regular accounting firm of either Purchaser or Seller. On or before Promptly, but not later than thirty (30) days after acceptance of appointment hereunder, the end Consideration Arbiter will determine the calculations of such 30-day review period, Buyer may object the Revised Acquisition Consideration Amount pursuant to the Closing Statement applicable Schedules, which determination shall be in writing and conclusive and binding upon the parties and not subject to further review, dispute or appeal. Any adjustment payable pursuant to this provision shall be paid by written notice to Seller the applicable party within ten (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation 10) days of delivery of the Purchase Price AdjustmentConsideration Arbiter's determination. Such Objection Notice The Seller and Purchaser shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation share evenly the fees of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodConsideration Arbiter.

Post-Closing Adjustment. Within ninety (i) Within sixty (6090) days following after the Closing Date, Seller Buyer shall prepare (a) review and deliver adjust the Initial Adjustment Statement (as adjusted, the "Final Adjustment Statement") to Buyer a statement (reflect any changes from the “Closing Statement”) adjustments shown on the Initial Adjustment Statement that shall are necessary to properly reflect the items set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(aSections 2.2(d)(i),(ii) taking into account actual data and (the “Purchase Price Adjustment”iii), together with reasonable supporting material regarding the computation thereofand (b) deliver such Final Adjustment Statement to Seller. Buyer Seller shall have thirty (30) days after its receipt to review the Closing Statement following receipt Final Adjustment Statement, together with the work papers used in the preparation thereof. On Unless Seller delivers written notice to Buyer on or before the end 30th day after Seller's receipt of such 30-day review periodthe Final Adjustment Statement, Buyer may object to specifying in reasonable detail all disputed items and the Closing Statement by written notice to Seller basis therefor (the “Objection a "Dispute Notice”"), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer Seller shall be deemed to have accepted and agreed with to the Final Adjustment Statement. Thereafter, Buyer or Seller’s calculation of all , as the case may be, shall promptly remit to the other items and any amounts contained in owed as reflected on the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection NoticeFinal Adjustment Statement. If Seller so notifies Buyer does not timely deliver of its objection to the Final Adjustment Statement, Seller and Buyer shall, within thirty (30) days following such Dispute Notice (the "Resolution Period"), attempt in good faith to resolve their differences and any Objection Notice, Buyer resolution by them as to any disputed amounts shall be deemed final, binding and conclusive. Any dispute with regard to have agreed with and accepted Seller’s calculation of the final Purchase Price Adjustment, and adjustment that is not resolved during the Closing Statement Resolution Period shall be final submitted to an independent public accounting firm acceptable to both parties (the "Neutral Auditor"). Each party agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and binding expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne equally by the Buyer and Seller. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by the Parties as of Buyer and Seller only those issues still in dispute. In no event may the end of Buyer’s 30-day review period.Neutral Auditor consider any issues, amounts or matters not disputed under Section 2.2(d). The Neutral Auditor's determination shall be made within sixty

Post-Closing Adjustment. No later than one hundred eighty (i) Within sixty (60180) days following after the Closing Date, Seller the Buyer shall prepare and deliver to Buyer Seller a statement final proposed calculation of the Closing Prorations (the “Proposed Final Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price AdjustmentProrations”). Upon receipt of same, together with reasonable supporting material regarding the computation thereof. Buyer shall Seller will have thirty (30) days to review the Proposed Final Closing Statement following receipt thereofProrations and either confirm in writing their agreement with, or dispute of, the Proposed Final Closing Prorations. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by If Seller sends written notice to Buyer disputing the Proposed Final Closing Prorations (which notice shall state in sufficient detail the basis of Seller’s objections), the Parties will use their best efforts to resolve such dispute within fifteen (15) days thereafter. If the Parties are unable to resolve such dispute within such period of time, the issues in dispute will be submitted in writing to a mutually selected independent public accounting firm for a final determination. The determination of such accounting firm shall be made within thirty (30) days of submission and will be final, binding, and conclusive on the Parties. The cost and expenses of any such independent public accounting firm will be shared fifty percent (50%) by Buyer and fifty percent (50%) by Seller. If Seller (confirms its agreement in writing with the Proposed Final Closing Prorations or, alternatively, all disputes are finally resolved concerning the Proposed Final Closing Prorations, then the final version of the Proposed Final Closing Prorations will become the “Objection NoticeFinal Closing Prorations”). If the Final Closing Prorations are different from the Estimated Closing Prorations, setting forth Buyer’s specific objections the Buyer and the Seller shall make payments to the calculation one another as is required for each party to receive its full share of the Purchase Price Adjustment. Such Objection Notice shall specify those items Final Closing Prorations due to it, by wire transfer of immediately available funds as directed by the Buyer or amounts with which Buyer disagreesSeller, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodapplicable.

Post-Closing Adjustment. If the Companies, on a combined basis, have Pre-Tax Earnings for the calendar year ending December 31, 1997 (i"1997 Earnings") Within of less than Six Million Dollars ($6,000,000) (the amount of any such deficiency being referred to herein as the "Earnings Deficiency"), then, the principal amount of the Note shall be reduced by an amount equal to five (5) times the Earnings Deficiency. If the Earnings Deficiency exceeds Four Hundred Thousand Dollars ($400,000) (the amount of any such excess being referred to herein as the "Excess Deficiency"), then the Stockholder shall pay to Sub cash in an amount equal to five (5) times the Excess Deficiency. On or before March 31, 1998, Sub shall deliver to the Stockholder a consolidated statement of income for the Companies for the year ended December 31, 1997 together with a calculation of the 1997 Earnings (the "1997 Income Statement"). The Stockholder shall have a period of thirty (30) days after delivery of the 1997 Income Statement to present in writing to UAG all objections the Stockholder may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 30-day period, the 1997 Earnings as set forth on the 1997 Income Statement shall be deemed accepted and approved by the Stockholder. If the Stockholder shall raise any objection within such 30-day period, UAG and the Stockholder shall attempt to resolve the matter or matters in dispute. If such dispute cannot be resolved by UAG and the Stockholder within sixty (60) days following after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation delivery of the net amount of all adjustments to 1997 Income Statement, then the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth matters in a timely-delivered Objection Notice, Buyer dispute shall be deemed submitted to have agreed with Seller’s calculation a firm of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed independent public accountants mutually acceptable to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, UAG and the Closing Statement Stockholder, which firm shall be make a final and binding on the Parties determination as to such matter or matters. The fees and expenses of the end accounting firm referred to in this Section 1.4 shall be paid one-half by UAG and one-half by the Stockholder. If there is a dispute as to the amount of Buyer’s 30-day review period.the 1997 Earnings, then, to the extent that the amount of any interest or principal payment to be made under the Note or the amount of cash, if any, to be paid by the Stockholder to UAG is contingent upon the resolution of such dispute, Sub or the Stockholder, as applicable, shall have no obligation to make such payment until the amount of the 1997 Earnings is agreed to by the parties or is finally determined in accordance herewith. For purposes of determining 1997 Earnings in connection with Sections 1.4 and 1.6, (i) used car inventory reserves will be calculated in the same manner used in preparing the June 30 Financial Statements except that such reserves for 1997 shall be reduced by fifty percent (50%); (ii) "

Post-Closing Adjustment. (i) Within sixty As promptly as reasonably practicable, but in no event later than seventy-five (6075) days following the Closing Date, Seller Parent shall prepare cause to be prepared and deliver delivered to Buyer the Member Representative a statement (the “Parent Closing Statement”) that shall set setting forth in reasonable detail SellerParent’s good faith calculation of the net amount Adjustment Amount (including good faith calculations of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”Closing Working Capital, Closing Indebtedness, Closing Cash and Company Transaction Expenses), together with supporting calculations and documentation in reasonable supporting material regarding the computation thereofdetail. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the The Parent Closing Statement shall be final prepared, and binding the components thereof shall be calculated, in accordance with this Agreement and the Specified Accounting Principles. The Parties agree that the purpose of preparing the Parent Closing Statement is to measure the amount of Closing Working Capital, Closing Indebtedness, Closing Cash and Company Transaction Expenses, and the resulting Adjustment Amount, in accordance with this Agreement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Parent Closing Statement or determining the Adjustment Amount or the components thereof. The calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Company Transaction Expenses, and the resulting Adjustment Amount, in the Parent Closing Statement will entirely disregard (i) any and all effects on the Parties as Acquired Companies (including the assets and liabilities of the end Acquired Companies) as a result of Buyer’s 30-day review periodthe Transactions resulting from purchase accounting or any financing or refinancing arrangements entered into at any time by Parent or any of its Affiliates or any other transaction entered into by Parent or any of its Affiliates in connection with the consummation of the Transactions and (ii) any of the plans, transactions, financings, payments or changes that Parent or any of its Affiliates initiates or makes, or causes to be initiated or made, after the Closing with respect to the Acquired Companies or their respective business or assets, or any facts or circumstances that are unique or particular to Parent or any of its Affiliates or any of their respective assets or liabilities. The Parent Closing Statement shall take into account information and events up to the date of delivery of the Parent Closing Statement that provides evidence of conditions that existed immediately prior to Closing in accordance with FASB Accounting Standards Codification Topic 855, Subsequent Events but shall not take into account information or events that are indicative of conditions that arose after the Closing.

Post-Closing Adjustment. (ia) Within sixty ninety (6090) days following after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer Seller a statement setting forth Purchaser’s proposed calculations of the Working Capital, Closing Date Debt and Proration Adjustment, in each case, immediately prior to the open of business on the Closing Date (the “Closing Statement”) that shall ). The calculation of Working Capital set forth on the Closing Statement shall be prepared in accordance with the Accounting Principles and, to the extent consistent with the Accounting Principles, the methodologies, practices and principles used to prepare the illustrative calculation of Working Capital set forth on Exhibit F (without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby). Seller shall cooperate as reasonably requested in connection with the preparation of the Closing Statement, including, upon the reasonable detail prior request of Purchaser, making available to Purchaser such relevant books and records of Seller and shall use its reasonable best efforts to make available (during normal business hours and without interrupting in any material respects the operation of Seller’s calculation business) the appropriate personnel of Seller with knowledge or information relevant to those items. During the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days immediately following Seller’s receipt of the Closing Statement, Seller shall be permitted to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object working papers relating to the Closing Statement by written notice and Purchaser will, upon the reasonable prior request of Seller, make available to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation such other relevant books and records of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), Fiber Business and shall set forth Buyeruse its commercially reasonable efforts to make available (during normal business hours and without interrupting in any material respects the operation of Purchaser’s calculation business) the appropriate personnel of the Purchase Price Adjustment based on such objectionsPurchaser with knowledge or information relevant to those items. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the The Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be will become final and binding upon the Parties on the Parties as thirtieth (30th) day following receipt thereof by Seller unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Purchaser prior to such date. The Notice of Disagreement shall specify in reasonable detail the end nature and dollar amount of Buyer’s 30-day review periodany disagreement so asserted.

Post-Closing Adjustment. (ia) Within sixty 90 days after the Closing, the Buyer will deliver to the Sellers a certificate (60the "Buyer's Adjustment Certificate") days following showing in such detail as shall be reasonably satisfactory to the Sellers the Buyer's final determination of the number of .Penalty Subscribers, the Current Assets, the Total Liabilities, the Closing DateAdjustment Amount, Seller shall prepare the Reduction Subscriber Number, the Closing Basic Subscriber Number, and deliver with respect to each Required Private Agreement and each Private Cable Services Agreement, the Closing Basic Subscriber Number for the Subscribers thereunder, which certificate will be accompanied by appropriate documentation supporting the amounts and numbers proposed in such certificate. Each party will provide the other reasonable ' access to all records in its possession which were used in the preparation of the Initial and Buyer's Adjustment Certificates or which may otherwise be necessary for the preparation thereof The Sellers will review the Buyer's Adjustment Certificate and will give written notice (an "Objection Notice") to the Buyer a statement (of any objections it has to the “Closing Statement”) that shall calculations shown in such Certificate within 30 days after receipt. Such notice will set forth Sellers' proposal as to each item to which it objects together with appropriate support for such objections. If the Sellers do not deliver an Objection Notice within such 30-day period, then the Buyer's Adjustment Certificate shall be deemed to be conclusive, final and binding on the parties. The Buyer and the Sellers will endeavor in reasonable detail Seller’s calculation good faith to resolve any objections within 30 days after the receipt by the Buyer of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereofSellers' timely objections. Buyer shall If such objections or disputes have thirty (30) days to review the Closing Statement following receipt thereof. On or before not been resolved at the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation disputed portion only of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement Buyer's Adjustment Certificate will be determined within the following 30 days by Xxxxxx Xxxxxxxx LLP or, if Xxxxxx Xxxxxxxx LLP is unwilling or unable to serve on commercially reasonable terms, by a national accounting firm that is mutually acceptable to the Buyer and neither party may thereafter dispute any the Sellers (in either case, the "Arbitrator"). The determination of the Arbitrator will, with respect to each item or amount not set forth in dispute, be within the range for such item as proposed by the Buyer in the Buyer's Adjustment Certificate and the Sellers in the Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation The determination of the Purchase Price Adjustment, and the Closing Statement shall Arbitrator will be final and will be binding on upon both parties. The Buyer and the Parties as Sellers will bear equally the expenses of the end of Buyer’s 30-day review periodsuch auditor incurred in connection with such determination.

Post-Closing Adjustment. (i) Within sixty (60) 180 days following after the Closing Date, Seller Bxxxx shall prepare and deliver to Buyer Seller a statement setting forth its good faith calculation of Closing Working Capital (which shall not include, for the avoidance of doubt, the Additional Liability), which statement shall contain an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate executed by the Chief Financial Officer of Buyer stating that shall set forth the Closing Working Capital Statement was prepared in reasonable detail Seller’s calculation accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies (including with respect to reserves) that were used in the preparation of the net amount of all adjustments Interim Financial Statements. If the Closing Working Capital Statement is not so timely delivered, then the Sellers’ Representative shall be permitted, within fifteen (15) calendar days after such 180th day, to prepare and deliver a written notice to Buyer setting forth the itemized amounts, if any, included in the Estimated Closing Working Capital calculation that, after giving effect to the Base Purchase Price required by Section 2.6(a) taking into account actual data Closing, the Sellers’ Representative disputes (such itemized amounts, the “Purchase Price Adjustment”)Sellers’ Representative Disputed Amounts” and such notice, together with reasonable supporting material regarding the computation thereofcalculations contained therein, the “Sellers’ Representative Closing Notice”). If the Sellers’ Representative does not deliver such Sellers’ Representative Closing Notice on or prior to such fifteenth (15th) calendar day, then the Estimated Closing Working Capital will be deemed final for all purposes of this Agreement. In the event that the Sellers’ Representative delivers to Buyer shall such Sellers’ Representative Closing Notice within such fifteen (15) calendar day period, Buyer will have thirty fifteen (3015) calendar days to review the Sellers’ Representative Closing Statement following receipt thereofNotice. On or before the end of such 30-day review period, If Buyer may object to the Closing Statement by provides written notice to Seller (the “Objection Notice”), Sellers’ Representative setting forth Buyer’s specific objections the itemized amounts, if any, included in the Sellers’ Representative Disputed Amounts to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagreesobjects, together with a detailed written explanation of supporting documentation relating thereto, within such fifteen (15) calendar day period, then such disputed itemized amounts (but not any other amounts) shall be resolved in accordance with the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not procedures set forth in a timely-delivered Objection Section 3.3(c) mutatis mutandis. Unless Buyer delivers written notice to the Sellers’ Representative on or prior to the fifteenth (15th) calendar day after Bxxxx’s receipt of the Sellers’ Representative Closing Notice, Buyer shall will be deemed to have accepted and agreed with Seller’s calculation of all other items to the Sellers’ Representative Closing Notice and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, statement (and the Closing Statement shall calculations contained therein) will be final and binding on the Parties as for all purposes of the end of Buyer’s 30-day review periodthis Agreement.

Post-Closing Adjustment. (ia) Within sixty ninety (6090) days following the Closing Datedate of Closing, Seller shall prepare Mobil shall, at its expense, prepare, or cause to be prepared, and deliver to Buyer a post closing statement (the “Post Closing Statement”) that which shall set forth in reasonable detail Seller’s calculation the basis for any final adjustments and prorations as of the net amount of all adjustments Closing Date, including but not limited to (to the Base Purchase Price required by Section 2.6(aextent not determined at Closing) taking into account actual data (real estate taxes, utility charges, and prepaid expenses relating to the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereofTransferred Assets. Buyer shall have thirty (30) days the right to review the Post Closing Statement following and, if Buyer questions such Post Closing Statement in writing within ten (10) Business Days after Buyer’s receipt thereof, the Post Closing Statement will not be considered final until Mobil and Buyer agree upon all issues raised by Buyer. On or before The Parties shall negotiate a mutually-agreeable resolution within ten (10) Business Days following Mobil’s receipt of Buyer’s inquiry. Should the end Parties fail to reach agreement on any item in the Post Closing Statement within such ten (10) day period, the resolution of such 30-day review perioditem shall be referred to Ernst & Young LLP or another nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and Seller, Buyer may object to whose determination shall be binding on the Parties. The costs of such accounting firm shall be borne equally by the Parties. All amounts shown on the Post Closing Statement by written notice to Seller that are not in dispute shall be paid within ten (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation 10) days of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation receipt of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objectionsstatement. To the extent not set forth in a timely-delivered Objection Noticethat the Post Closing Statement, Buyer as finally agreed upon, reflects any payment or credit due to either Party, such amount shall be deemed to have agreed with Seller’s calculation paid within seven (7) days of all other items and amounts contained in receipt of invoice by Mobil or Buyer, as the Closing Statement and neither party case may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodbe.

Post-Closing Adjustment. (ia) Within sixty (60) days following On the Closing Date, Seller Members shall prepare and deliver to Buyer a written statement showing in reasonable detail Member’s estimate (the “Closing Estimate”) of the Company’s Net Receivables on the day immediately prior to the Closing Date (and without giving effect to any of the Transactions). Within Thirty (30) days after the Closing Date, Buyer shall prepare and deliver to the Members a statement showing in reasonable detail Buyer’s calculation of the Company’s Net Receivables on the day immediately prior to the Closing Date (and without giving effect to any of the Transactions) (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation ). The Members and a firm of independent public accountants designated by the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data Members (the “Purchase Price AdjustmentMembers’ Accountant”)) will be entitled to reasonable access during normal business hours to all relevant records and working papers of the Company to assist in their review of the Closing Statement. The Members will be solely responsible for all costs of the Members’ Accountants. The Closing Statement shall be deemed to be accepted by and shall be conclusive for the purposes of the adjustment described in Sections 3.1(b) and 3.1(c) hereof with respect to the Company, together with reasonable supporting material regarding except to the computation thereof. Buyer extent, if any, that the Members shall have delivered, within thirty (30) days to review after the date such Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object is delivered to the Closing Statement by Members, a written notice to Seller Buyer stating each and every item to which the Members take exception, specifying in reasonable detail the nature and extent of any such exception. If a change proposed by the Members is disputed by Buyer, then Buyer and the Members shall negotiate in good faith to resolve such dispute. If, after a period of twenty (20) days following the date on which the Members gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and the Members shall together choose an independent firm of public accountants of nationally recognized standing (the “Objection NoticeAccounting Firm”)) to resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, setting forth Buyer’s specific objections based on the presentations and submitted documents by the Members and Buyer and such additional review as the Accounting Firm believes is appropriate in order to render an informed decision, only those issues still in dispute. In connection with the arbitration by the Accounting Firm, the parties shall agree to reasonable procedures intended to permit each party to have a reasonable opportunity to present both oral and written presentations and documents to the calculation Accounting Firm and avoid bias or undue influence. The decision of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement Accounting Firm shall be final and binding binding, absent manifest error or bad faith, and shall be in accordance with the provisions of this Section 3.1(a). All of the fees and expenses of the Accounting Firm, if any, shall be paid equally by Buyer, on the Parties as one hand, and the Members, on the other hand; provided, however, that, if the Accounting Firm determines that either party’s position is totally correct, then the other party shall pay one hundred percent (100%) of the end of Buyer’s 30-day review periodcosts and expenses incurred by the Accounting Firm in connection with any such determination.

Post-Closing Adjustment. (ia) Within sixty (60) days following The Company agrees that as of the Closing, the Net Acquired Assets will not be less than $0, as determined by a calculation of the Net Acquired Assets as at the Closing DateDate (the "Net Acquired Assets Calculation"). Subject to the dispute resolution procedure described in this paragraph, Seller if the Net Acquired Assets are less than $0, the Closing Purchase Consideration shall be reduced by an amount (the "Shortfall Amount") equal to the amount by which Net Acquired Assets are less than $0. The Net Acquired Assets Calculation shall be prepared on the basis of the book value of the Acquired Assets on the Company's balance sheet as of immediately prior to the Closing, in accordance with GAAP consistent with the accounting principles used to prepare the Company Balance Sheet. Buyer shall prepare and deliver the Net Acquired Assets Calculation to Buyer a statement (Company not later than 30 days after the “Closing Statement”) that Date and the Company and its independent certified public accountants shall set forth in reasonable detail Seller’s calculation have the opportunity to review such balance sheet and the books and records of the net amount Company relating thereto. If the Company does not notify Buyer within 30 days of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following its receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagreesNet Acquired Assets Calculation that it objects to any item included in such Net Acquired Assets Calculation, together with a detailed written explanation of the reasons for disagreement with each then such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer Net Acquired Assets Calculation shall be deemed to have agreed with Seller’s calculation be final for purposes of all other determining any adjustment pursuant to this Section. If the Company objects to one or more items in such Net Acquired Assets Calculation, it shall specify its objection in writing to Buyer and amounts contained the parties shall attempt to resolve such differences within 15 days after the Buyer's receipt of the Company's objection. If such objection is not resolved within such 15 day period, an Independent Accounting Firm shall act as arbiter (the "Arbiter") to resolve such dispute not later than ninety (90) days after the Closing Date. The determination of the Arbiter shall be final. The fees of the Arbiter shall be shared equally by Buyer and Company. The Company shall promptly remit to Buyer an amount equal to the Shortfall Amount by Wire Transfer. The amount payable described in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer immediately preceding sentence shall be deemed to have agreed with and accepted Seller’s calculation accompanied by interest thereon calculated at the prime rate of The Chase Manhattan Bank for the Purchase Price Adjustment, and period from the Closing Statement shall be final and binding Date to the date on the Parties as of the end of Buyer’s 30-day review periodwhich such payment is made.

Post-Closing Adjustment. (ia) Within sixty ninety (6090) days following the Closing Date, Seller Purchaser shall prepare and deliver to Buyer a statement the Company (i) Purchaser’s good faith calculation of the Current Operating Assets and Current Operating Liabilities and based on such calculation, the Closing Net Working Capital and the Closing Cash Consideration (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of and (ii) all records and work papers necessary to compute and verify the net amount of all adjustments Closing Statement. If Purchaser does not deliver the Closing Statement to the Base Purchase Price required Company within ninety (90) days after the Closing Date, then, the Company may elect (acting in its sole discretion) by Section 2.6(agiving written notice to Purchaser within ten (10) taking into account actual data Business Days thereafter, to either (A) prepare and present the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have Closing Statement to Purchaser within an additional thirty (30) days thereafter or (B) designate the Estimated Closing Statement as the final Closing Statement (and the Estimated Closing Net Working Capital as the final Closing Net Working Capital and the Estimated Closing Cash Consideration as the final Closing Cash Consideration). If the Company elects to review prepare the Closing Statement following receipt in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.4.3(a) to Purchaser, on the one hand, and the Company, on the other hand, will be deemed to be references to the Company, on the one hand, and Purchaser, on the other hand, respectively. After delivery of the Closing Statement, the Company and its accountants shall be permitted to make inquiries of, and shall have access to, Purchaser and its accountants, accounting records, work papers and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of its review thereof. On If the Company has any objections to the Closing Statement, then the Company shall deliver to Purchaser a statement (an “Objection Statement”) setting forth its disputes or before objections (the end “Objection Disputes”) to the Closing Statement. If an Objection Statement is not delivered to Purchaser within thirty (30) days after receipt of such 30-day review period, Buyer may object to the Closing Statement by written notice the Company, then the Closing Statement as originally received by the Company shall be final, binding, and non-appealable by the Parties. If an Objection Statement is timely delivered, then Purchaser and the Company shall negotiate in good faith to Seller resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the either the Company or Purchaser may submit (on behalf of itself and the other parties hereto) each unresolved Objection Dispute to Gxxxx Xxxxxxxx LLP or if Gxxxx Xxxxxxxx LLP is unavailable, RSM US LLP (the “Independent Auditor”) to resolve such Objection Notice”)Disputes. Any retainer required by the Independent Auditor shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by the Company, setting forth Buyer’s specific objections subject to offset and reimbursement, if applicable, pursuant to the calculation final allocation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagreesfees, together with a detailed written explanation costs, and expenses of the reasons for disagreement Independent Auditor in accordance with each such item or amount (and reasonable supporting material thereforthis Section 2.4.3(a), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer The Independent Auditor shall be deemed instructed to have agreed with Seller’s calculation of all other items and amounts contained in base its decision solely on the Closing Statement and neither party may thereafter dispute the Objection Statement and shall work to provide for prompt resolution of any item or amount not set forth unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection NoticeDisputes within thirty (30) days following its retention. If Buyer does not timely deliver any The Independent Auditor’s determination of such Objection Notice, Buyer Disputes shall be deemed to have agreed with and accepted Seller’s calculation treated as expert determinations or appraisals under the laws of the Purchase Price Adjustment, State of Delaware and the Closing Statement such expert determinations shall be final and binding upon the Parties and not subject to review by a court or other tribunal; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to Purchaser than is set forth in the Closing Statement or any more favorable to the Company than is proposed in the Objection Statement. If any unresolved Objection Disputes are submitted to the Independent Auditor, then, the fees, costs, and expenses of the Independent Auditor shall be paid by Purchaser and the Company in inverse proportion to the aggregate dollar amount of the unresolved Objection Disputes decided in favor of such party hereto (e.g., if there are $200,000 of disputed items to be determined by the Independent Auditor and the Independent Auditor determines that Purchaser’s claims prevail with respect to $125,000 and the Company’s claims prevail with respect to $75,000, then Purchaser would pay 37.5% of the fees, costs, and expenses of the Independent Auditor and the Company would pay 62.5% of the fees, costs, and expenses of the Independent Auditor). The final Closing Statement, however determined pursuant to this Section 2.4.3(a), will produce the Closing Net Working Capital Surplus or Closing Net Working Capital Shortfall, if any, and based on such amounts, the final Closing Cash Consideration. The process set forth in this Section 2.4.3(a) shall be the exclusive remedy of the parties hereto for any disputes related to items required to be reflected on the Parties as Closing Statement or included in the calculation of the end Net Working Capital, whether or not the underlying facts and circumstances constitute a breach of Buyer’s 30-day review periodany representations or warranties.

Post-Closing Adjustment. As promptly as practicable, but in no event later than ninety (i) Within sixty (6090) days following after the Closing DateClosing, Seller shall prepare and deliver to Buyer a statement (setting forth the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation Working Capital, Cap-Ex Amount and Proratable Items as of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data Closing Date (the “Purchase Price Adjustment”"FINAL STATEMENT"), together which shall be certified by the Seller to have been prepared in good faith and in accordance with reasonable supporting material the principles described in the definitions of "Working Capital", "Cap-Ex Amount" and "Proratable Items." Buyer and its representatives shall be entitled to review all Support Documents, and consult with Seller and its representatives regarding the computation thereofmethods used to calculate the Working Capital, Cap-Ex Amount and Proratable Items. Buyer shall have Within thirty (30) days after receipt of the Final Statement, Buyer shall notify Seller in writing (the "Dispute Notice") of any dispute as to review the Closing Final Statement following receipt thereofor any supporting documentation furnished in connection therewith. On The parties shall provide one another with such additional information relating to the Final Statement as each party shall reasonably request. Within thirty (30) days after delivery of the Dispute Notice, if any, Seller and Buyer shall attempt to resolve such dispute in good faith, and if the parties cannot agree within forty-five (45) days after delivery of the Dispute Notice such dispute shall be resolved by a nationally known independent firm of certified public accountants (the "Accountants"), jointly chosen by Seller and Buyer. If Seller and Buyer are unable to agree upon the Accountants, the Accountants shall be selected by lot from a list of three "Big Five" accounting firms (but excluding any firm which has previously audited the financial statements of Seller or before Buyer or any Affiliate). Promptly, but not later than thirty (30) days after the end acceptance of its appointment, the Accountants will determine (based solely on presentations by the Seller and Buyer to the Accountants and not by independent review) only those items in dispute ("DISPUTED ITEMS") and will render a report as to its resolution of such 30-day review period, Buyer may object to Disputed Items and the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the resulting calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with Disputed Items, which Buyer disagrees, together with a detailed written explanation are the subject of the reasons Dispute Notice. In resolving any Disputed Item, the Accountants may not assign a value to such Disputed Item greater than the greatest value for disagreement with such Disputed Item claimed by either party or less than the lowest value for such Disputed Item claimed by either party, in each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation case as presented to the Accountants. The written decision of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement Accountants shall be final and binding on the Parties parties hereto and shall not be subject to dispute or review. Any fees or expenses payable to the Accountants shall be shared equally between Seller and Buyer. If the Working Capital, Cap-Ex Amount and Proratable Items as finally determined exceeds the amounts paid to Seller at Closing pursuant to the Preliminary Statement ("WORKING CAPITAL EXCESS"), then within ten (10) days after the final determination of the end Working Capital Excess, Buyer shall pay by wire transfer of immediately available funds to an account or accounts designated by Seller or its representative: (i) such Working Capital Excess, PLUS (ii) interest accrued thereon from the Closing Date through the date of payment of such Working Capital Excess, at a rate equal to the corporate base rate of interest announced to be in effect from time to time by Bank One ("BASE RATE"). If the Working Capital, Cap-Ex Amount and Proratable Items as finally determined is less than the amounts paid to Seller at Closing pursuant to the Preliminary Statement ("WORKING XXXXXXX XXXXXXXXXX"), then within ten (10) days after the final determination of the Working Capital Deficiency, Seller shall pay to Buyer by wire transfer of immediately available funds to an account or accounts designated by Buyer’s 30-day review period: (i) such Working Capital Deficiency, PLUS (ii) interest accrued thereon from the Closing Date through the date of payment of such Working Capital Deficiency at a rate equal to the Base Rate.

Post-Closing Adjustment. (ia) Within sixty ninety (6090) days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer Seller a statement setting forth Buyer’s good faith calculation of the Cash Amount, Debt Amount, Permitted Indebtedness Amount, Transaction Expenses Amount, Working Capital, Working Capital Surplus, if any, and Working Capital Deficit, if any, in each case as of the open of business on the Closing Date and, based on such calculations, the Cash Payment and the Buyer Shares (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments ). If Seller has any objections to the Base Purchase Price required Closing Statement prepared by Section 2.6(a) taking into account actual data Buyer, then Seller shall deliver a detailed written statement (the “Purchase Price AdjustmentObjections Statement”)) describing (a) which items on the Closing Statement have not been prepared in accordance with this Agreement, together (b) the basis for Seller’s disagreement with reasonable supporting material regarding the computation thereof. calculation of such items and (c) Seller’s proposed dollar amount for each item in dispute, to Buyer shall have within thirty (30) days after delivery of the Closing Statement. If Seller fails to review deliver an Objections Statement within such thirty (30) day period, then the Closing Statement following receipt thereofshall become final and binding on all Parties. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other amounts and items and amounts contained or reflected in the Closing Statement and neither party may thereafter dispute any item to the extent such amounts or amount items are not set forth disputed in such Objection Noticethe Objections Statement. If Buyer does not timely deliver any Objection NoticeSeller delivers an Objections Statement within such thirty (30) day period, then Seller and Buyer shall use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within twenty (20) days after Seller has submitted any Objections Statements, any remaining matters which are in dispute shall be deemed resolved by the office of an impartial nationally recognized firm of independent certified public accountants, appointed by mutual agreement of Buyer and Seller (the “Accountants”). The Accountants shall prepare and deliver a written report to have agreed with Buyer and accepted Seller’s calculation Seller and shall submit a proposed resolution of such unresolved disputes promptly, but in any event within twenty (20) days after the Purchase Price Adjustment, and dispute is submitted to the Closing Statement Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding on upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Parties as Closing Statement or any more favorable to Seller than is proposed in the Objections Statement. The costs, expenses and fees of the end Accountants shall be borne by the Party whose calculation of Buyer’s 30-day review periodthe Cash Payment and the Buyer Shares has the greatest difference from the final Cash Payment and Buyer Shares as determined by the Accountants under this Section 1.8. The final Closing Statement, however determined pursuant to this Section 1.8(a), shall produce the Working Capital Surplus, if any, the Working Capital Deficit, if any, the Cash Amount, the Debt Amount, the Permitted Indebtedness Amount and the Transaction Expenses Amount to be used to determine the final Cash Payment and the Buyer Shares.

Post-Closing Adjustment. (ia) Within sixty (60) days As soon as reasonably practicable following the Closing Date, Seller and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to Buyer the Company Stockholder Representative a statement schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing StatementAdjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) that shall set forth in reasonable detail Seller’s calculation Business Days of the net amount of all adjustments to date Buyer delivers the Base Purchase Price required by Section 2.6(a) taking into account actual data Post-Closing Adjustment Schedule (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end last day of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection NoticeResponse Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth including Buyer’s calculation of the Purchase Price Adjustment based on such objectionsAmount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. To In the extent not set forth in a timely-delivered Objection Noticeevent any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have agreed with Seller’s calculation been finally determined for all purposes of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review periodthis Agreement.

Post-Closing Adjustment. (i) Within sixty (60) As soon as practicable after the Closing, ----------------------- but in no event later than 90 days following after the Closing Date, Seller the Founders shall prepare and deliver furnish to Buyer a Parent an unaudited statement (the “Closing Statement”"POST-CLOSING STATEMENT") that shall set forth in reasonable detail Seller’s calculation of reflecting the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object Net Book Value immediately prior to the Closing Statement by written notice to Seller (Date, prepared in accordance with Modified GAAP. Within 30 days after the “Objection Notice”), setting forth Buyer’s specific objections to the calculation delivery of the Purchase Price Adjustment. Such Objection Notice Post-Closing Statement to Parent, Parent shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation either accept the determination of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall Net Book Value set forth Buyer’s calculation of the Purchase Price Adjustment based on therein, in which case such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement determination shall be final and binding on the Parties as parties, or object to the determination, specifying in reasonable detail in writing the nature of their objections (including any supporting schedules, analyses, working papers and other documentation), provided, however, that Parent may object to the determination of the end Founders -------- ------- only on the basis of Buyer’s 30mathematical errors or on the grounds that the determination was not made in accordance with Modified GAAP. If Parent fails to accept or reject the determination within such 30 day period, the determination shall be deemed to have been accepted at 5:00 p.m., Pacific Standard Time, on the 30th day. In the event that Parent shall object to the Founders' determination of Net Book Value, the parties shall endeavor in good faith to reconcile their differences for a period of 15 days following the receipt of such written objection. In the event that Parent and the Founders are unable to resolve their differences within said 15 day period, the parties shall submit the matter to Gilderman, Johnson & Co. (Encino, California), xxxxx firm shall be directed by Parent and the Founders to resolve the dispute within 30 days. Such firm shall (i) limit its review to those issues specifically disputed by Parent in its notice of objections, (ii) further limit its review to whether the Post-day review periodClosing Statement contained mathematical errors or whether the Net Book Value was calculated in accordance with Modified GAAP, and (iii) not assign a value to any item greater than the greatest value for such item claimed by Parent or the Founders or less that the smallest value for such item claimed by Parent or the Founders. Such firm's determination shall be final and binding upon the parties. The costs and expenses of such firm shall be borne equally by Parent and the Company Shareholders; provided that (i) Parent shall bear all such costs and expenses if the Net Book Value as determined by such firm exceeds the Net Book Value set forth in the Closing Statement by ten percent (10%) or more, and (ii) the Company Shareholders shall bear all such costs and expenses if the Net Book Value as determined by such firm is less than the Net Book Value set forth in the Closing Statement by ten percent (10%) or more. For purposes of this Section 3.2, any writing or act of the Founders shall be deemed effective only if jointly signed or taken by the Founders.

Post-Closing Adjustment. (i) Within sixty (60) As promptly as practicable, but in no event later than 90 days following after the Closing Date, Seller Buyer shall prepare and deliver to Buyer the Owners a written statement (the “Closing Proposed Statement”) that shall set setting forth in reasonable detail Seller’s a calculation of the net amount of all adjustments actual NAV (“Actual NAV”). If Owners have any objections to the Base Purchase Price required by Section 2.6(a) taking into account actual data Proposed Statement, they shall jointly deliver a detailed statement describing the objections to Buyer within 30 days after receiving the Proposed Statement, and in the absence of providing any such objection, the Proposed Statement shall be deemed the final statement (the “Purchase Price AdjustmentFinal Statement”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to and the calculation of the Purchase Price AdjustmentActual NAV set forth on the Final Statement shall be conclusive and binding upon the parties hereto. Such Objection Notice The Buyer and the Company shall specify those items or amounts with which use commercially reasonable efforts to resolve any such objections. If the Buyer disagreesand the Company fail to obtain a final resolution within 30 days after the Buyer receives the Company’s objections to the Proposed Statement, together with the Buyer and the Company shall select a detailed written explanation of single accounting firm mutually acceptable to the reasons for disagreement with each Buyer and the Company, and such item or amount accounting firm shall resolve any objections. If the Buyer and the Company are unable to select a mutually acceptable accounting firm, they will select a nationally-recognized “Big-4” accounting firm by lot (and reasonable supporting material thereforafter excluding their respective regular outside accounting firms), and such accounting firm shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such resolve any objections. To the extent not The determination of any accounting firm so selected shall be set forth in a timely-delivered Objection Notice, writing and shall be conclusive and binding upon the Buyer and the Company. The Buyer shall be deemed thereafter revise the Proposed Statement to have agreed reflect the determination of the accounting firm and the final revised Proposed Statement shall become the Final Statement. Buyer and Company shall equally share the costs, fees and expenses associated with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute retaining any item or amount not set forth in such Objection Noticeaccounting firm. If the Actual NAV (as finally determined pursuant to this Section 2.5(a)(iii)) is less than the Estimated NAV, Company will pay to Buyer does not timely deliver any Objection Noticean amount equal to the full amount of such difference (plus interest thereon at the prime rate of Xxxxx Fargo Bank, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties N.A. then in effect plus 100 basis points per annum calculated as of the end Closing Date) by wire transfer or delivery of Buyer’s 30-day review periodother immediately available funds within three business days after the date on which the Actual NAV is finally determined. If the Actual NAV (as finally determined pursuant to this Section 2.5(a)(iii)) is more than the Estimated NAV, Buyer will pay to Company an amount equal to the full amount of such difference (plus interest thereon at the prime rate of Xxxxx Fargo Bank, N.A. then in effect plus 100 basis points per annum calculated as of the Closing Date) by wire transfer or delivery of other immediately available funds within three business days after the date on which the Actual NAV is finally determined.

Post-Closing Adjustment. (ia) Within sixty (60) 60 days following the Closing Date, Seller shall the Surviving Corporation shall, in good faith, prepare and deliver to Buyer the Shareholders’ Representative a statement (in its final and binding form as determined below, the “Closing Statement”) that setting forth the Final Per Share Common Price and Final Aggregate Common Purchase Price (and each component thereof). During the 30-day period immediately following Shareholders’ Representative’s receipt of the Closing Statement, Shareholders’ Representative and its representatives and agents shall set forth be permitted to review the Surviving Corporation’s and its representatives’ working papers related to the preparation of the Closing Statement and determination of the Final Per Share Common Price and Final Aggregate Common Purchase Price (and each component thereof). The Closing Statement shall become final and binding upon the parties 30 days following Shareholders’ Representative’s receipt thereof, unless Shareholders’ Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to the Surviving Corporation prior to such date. Any Notice of Disagreement shall specify in reasonable detail Sellerthe nature and dollar amount of any disagreement so asserted and the Shareholders’ Representative’s calculation of the net amount Final Per Share Common Price and Final Aggregate Common Purchase Price (and each component thereof). If a timely Notice of all adjustments Disagreement is received by the Surviving Corporation, then the Closing Statement (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 Base Purchase Price required matters specified in the Notice of Disagreement, or (y) the date all matters in dispute are finally resolved in writing by Section 2.6(a) taking into account actual data the Accounting Firm. During the 20 days following delivery of a Notice of Disagreement, the Surviving Corporation and Shareholders’ Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, the Surviving Corporation and its agents and representatives shall be permitted to review Shareholders’ Representative’s and its representatives’ working papers relating to the Notice of Disagreement. If, at the end of the 20-day period referred to above, the matters in dispute have not been resolved, then the parties shall submit to a mutually satisfactory independent “big-four” accounting firm (the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Final Per Share Common Price and Final Aggregate Common Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (extent such amounts are in dispute, in accordance with the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (guidelines and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not procedures set forth in this Agreement. If the parties are unable to mutually agree on an Accounting Firm, the Surviving Corporation and Shareholders’ Representative shall select a timely“big-delivered Objection Notice, Buyer shall be deemed to have agreed four” Accounting Firm by lot (after excluding Deloitte & Touche LLP). The parties will cooperate with Seller’s calculation the Accounting Firm during the term of all other items and amounts contained in the its engagement. The Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation the determination of the Final Per Share Common Price and Final Aggregate Common Purchase Price Adjustment, (and the Closing Statement each component thereof) shall be become final and binding on the Parties as parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than 45 days following submission of such disputed matters). The fees and expenses of the end Accounting Firm shall be allocated by the Accounting Firm between the Surviving Corporation and Shareholders’ Representative based on the merits of Buyersuch party’s 30-day review periodclaim with respect to such dispute.