Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable Within one hundred thirty (130) days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (herein called the “Final Settlement Statement”"POST CLOSING SETTLEMENT STATEMENT") setting forth each adjustment or payment that was not finally determined as of included or correctly included in the Closing Preliminary Settlement Statement and showing the calculation of such adjustments and the resulting Final Purchase Priceadjustments. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Within thirty (30) days after receipt of the Final Settlement StatementPost Closing Settlement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Post Closing Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such Post Closing adjustment no later than one hundred sixty (60160) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equallyClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” "SETTLEMENT DATE". In the event event that (ai) the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount, Purchaser Buyer shall pay to Seller Seller, in certified U.S. Funds, the amount of such difference, or difference (bii) the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount, Seller shall pay to Purchaser Buyer, in certified U.S. funds, the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Buyer or Seller, as the case may be, Seller shall be made within five ten (510) days of the Final Settlement Date. After the Settlement Date, additional proceeds received by or expenses paid by either Buyer or Seller on behalf of the other shall be settled by invoicing the other party for expenses paid or remitting to the other party any proceeds received. The gas imbalances of the Interests shall be considered final and neither party thereafter shall make claim upon the other concerning same.

Post-Closing Adjustments. As soon (A) Except for mathematical mistakes in the calculation of any proration or any other mistake of fact or mutual mistake in connection with any Prorated Items, the proration (i) for Property Taxes shall be final as practicable after provided in Section 15.4 hereof and (ii) for all other Prorated Items other than Property Taxes (the Closing“Remaining Prorated Items”), but shall be adjusted post-Closing in no event later than one hundred eighty accordance with this Section 3.6. (180B) days thereafter, A final determination of post-Closing adjustments for the Remaining Prorated Items shall be made in good faith by Seller and shall prepare and deliver to Purchaser be set forth in a final settlement statement (the “Final Proration Settlement Statement”) setting forth prepared by Seller and delivered to Buyer not later than one hundred twenty (120) days after the Closing. The final accounting for each adjustment or payment that was not finally Remaining Prorated Item shall be determined using the final, actual amount of such Remaining Prorated Item for the period of time prorated, and the Proration Settlement Statement shall (i) contain all information reasonably necessary to support the final accounting and (ii) be certified by an authorized officer of Seller to be true, correct and complete as of the Closing date thereof. If the final, actual amount for any Remaining Prorated Item is not available at the time of the preparation and showing delivery of the calculation of such adjustments and the resulting Final Purchase Price. Proration Settlement Statement, Seller shall make its workpapers so advise Buyer, and Seller shall provide a separate Proration Settlement Statement for any such Remaining Prorated Items within a reasonable time after the final, actual amounts become available. (C) The Party owing any amounts (“Payor”) on the Proration Settlement Statement shall pay all such amounts to the other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Party (“Payee”) within fifteen (15) days after Buyer's receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Proration Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes amounts owing pursuant to the Final Proration Settlement Statement and not paid within such fifteen (15) day period shall bear interest from the Closing until paid at the rate specified in Section 20.6. (D) If either Buyer or Seller discovers or determines within sixty (60) days following Purchaser’s after the Closing Date that any proration made as of the Closing Date was mathematically incorrect when made or that any other mistake of fact or mutual mistake occurred with respect to any proration, then the discovering Party shall notify the other Party in writing of any such mistake and provide such other Party with all information reasonably necessary to give notice of any mistake with specificity. The Payor owing any undisputed amounts necessary to correct any mistake shall pay the Payee promptly. (1) If the Party receiving such notice does not agree with the discovering Party, then such Party shall notify the discovering Party of its objections within thirty (30) days after its receipt of the Final Settlement Statement notice of mistake from discovering party. (2) With respect to any disputed amounts, the Parties shall reasonably attempt to resolve the dispute within a reasonable amount of time but no later than forty-five (45) days after the receipt of the discovering party's notice by the other party. If the parties fail to resolve the dispute in the specified time, then the foregoing determination shall be made by a partner or manager or representative of a major U.S. accounting firm acceptable to Seller and Buyer (an “Acceptable Accountant”), which determination shall be final and conclusive. For purposes of making the foregoing determination, a certified public accountant who is also a partner in one of the following accounting firms shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by SellerAcceptable Accountant: KPMG, Deloitte Touche Tohmatsu, or Ernst & Young. The parties shall agree with respect Notwithstanding anything to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto contrary in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 3.6(D), any current auditor of any Affiliate of Buyer or Seller that is a publicly traded company (including Chevron) shall not be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall deemed to be herein called the “Final Settlement Datean Acceptable Accountant.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after (a) Within 60 days following the Closing, but in no event later than one hundred eighty (180) days thereafterPurchaser shall cause to be prepared, Seller shall prepare and deliver to Purchaser a final settlement statement Seller (i) an audited consolidated balance sheet of the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Company as of the Closing Date (the "Closing Balance Sheet") together with a --------------------- report thereon of the Purchaser's accountants stating that the Closing Balance Sheet was prepared in accordance with GAAP and, if not inconsistent with GAAP, in a manner consistent with the preparation of the Balance Sheet and showing using the calculation same accounting policies, principles and practices that were used by the Company to prepare the Balance Sheet without any changes or modifications, which shall set forth the consolidated assets and liabilities of the Company as of such adjustments date; and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60ii) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the 's determination of the amount of the Final Settlement Statement Closing Net Asset Value, which shall be submitted to derived from the Closing Balance Sheet. The Closing Balance Sheet shall be prepared by a mutually agreed nationally recognized firm of independent public accountants (other than PricewaterhouseCoopers LLP and all of the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by relating to the Accounting Firm pursuant to this Section 12.1 preparation of the Closing Balance Sheet shall be borne solely by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DatePurchaser.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) Seller and Seller's accountants shall, within 30 days after the Final Purchase Price is less than delivery by Purchaser of the Estimated Final Purchase PriceClosing Balance Sheet, complete their review of the Closing Balance Sheet and the Closing Net Asset Value. In the event that Seller determines that the Closing Balance Sheet or the Closing Net Asset Value has not been determined on the basis set forth in Section 2.3(a) hereof, Seller shall pay so inform Purchaser in writing (the "Seller's Objection"), setting forth a specific ------------------ description of the basis of Seller's Objection and the adjustments to Purchaser the amount Closing Balance Sheet and/or the Closing Net Asset Value which Seller believes should be made, on or before the last day of such difference30-day period. Purchaser shall then have 30 days from receipt of the Seller's Objection to review and respond to the Seller's Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within 10 days following the completion of Purchaser's review of Seller's Objection, in either event by wire transfer in immediately available funds. Payment by they shall refer their remaining differences to a nationally recognized firm of independent public accountants other than PricewaterhouseCoopers LLP or, if such firm or its successor has had any significant business relationships with Seller, Purchaser or Sellertheir respective Affiliates within the last two years, another nationally recognized firm of independent public accountants as to which Seller and Purchaser mutually agree (the case may be"CPA Firm"), shall be within five (5) days who shall, determine on the basis of the Final Settlement Date.standard set forth in -------- Section

Post-Closing Adjustments. As soon as practicable after (a) Not less than five (5) business days prior to the Closingscheduled Closing Date, but in no event later than one hundred eighty (180) days thereafter, Seller the Company shall prepare and deliver to Purchaser Buyer an estimated Closing Date Balance Sheet. The Closing Date Balance Sheet shall present fairly, on a final settlement statement (good faith basis, the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined estimated financial position of the Network Business as of the Closing Date, subject to the GAAP Exceptions and showing the Closing Date Balance Sheet Exceptions. Such Closing Date Balance Sheet shall serve as the basis for the estimate of the Net Working Capital as of Closing for purposes of calculating the Total Consideration on the Closing Date. (b) Within ninety (90) days of the Closing Date, Buyer shall cause to be prepared and delivered to Stockholder an updated unaudited combined balance sheet of the Network Business as of the Closing Date (the “Post-Closing Balance Sheet”) prepared in a manner consistent with the Balance Sheet, subject to the Closing Date Balance Sheet Exceptions, together with Buyer’s calculation of the Net Working Capital as of the Closing Date. (c) Stockholder shall have thirty (30) days following the date of delivery by Buyer to Stockholder of the Post-Closing Balance Sheet to provide Buyer with a written certificate confirming that the Net Working Capital as set forth in the Post-Closing Balance Sheet is correct (the “Confirmation Certificate”) or notifying Buyer in writing of any good faith reasonable objections to the calculation of the Net Working Capital as set forth on the Post-Closing Balance Sheet (a “Balance Sheet Dispute Notice”), setting forth a reasonably specific and detailed description of such adjustments and objections. If a Confirmation Certificate is delivered by Stockholder pursuant to this Section 3.4(c), then the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review Net Working Capital calculated by Buyer in order to confirm connection with the adjustments shown on Seller’s draft. As soon as practicable after receipt preparation of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Post-Closing Balance Sheet shall deliver be deemed to Seller a written report containing any changes that Purchaser proposes be final and binding on the parties to make to this Agreement. During the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days 30-day period immediately following PurchaserStockholder’s receipt of the Final Settlement Statement Post-Closing Balance Sheet, Stockholder shall be permitted to review Buyer’s working papers related to the preparation of the Post-Closing Balance Sheet and determination of the Net Working Capital. (d) If Stockholder shall object to the Post-Closing Balance Sheet or Buyer’s calculation of the Net Working Capital as reflected in the Balance Sheet Dispute Notice, a representative of Buyer, on the one hand, and Stockholder, on the other, shall attempt in good faith to resolve any such objections within ten (10) business days of the receipt by Buyer of the Balance Sheet Dispute Notice. (e) If Stockholder and Buyer shall be unable to resolve any such dispute within the ten (10) business day period, Stockholder and Buyer (either together or separately) shall be entitled to submit the dispute to a mutually agreed upon independent accounting firm (the “Independent Accountant”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Independent Accountant shall make a final determination of the Net Working Capital to the extent such amount is in dispute, in accordance with the guidelines and procedures set forth in this Agreement. Each of Stockholder, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Representatives to provide full cooperation to the Independent Accountant. The Independent Accountant shall (i) act in its capacity as an expert and not as an arbitrator, (ii) limit its review to such items and calculations as were addressed in the Balance Sheet Dispute Notice that have not been resolved by the parties and any factual or mathematical errors contained in the information provided to or by Buyer and (iii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In resolving any matters in dispute, the Independent Accountant may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Stockholder, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Stockholder, on the other hand. The Independent Accountant’s determination will be based solely on presentations by Buyer and Stockholder which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Post-Closing Balance Sheet and the determination of the Net Working Capital shall become final and binding on the parties on the date the Independent Accountant delivers its final resolution in writing to the parties. The fees and expenses of the Independent Accountant shall be paid by the party determined by the Independent Accountant to be the non-prevailing party in connection with the dispute; provided, however, that if the Independent Accountant shall determine in its reasonable discretion that neither party shall be the non-prevailing party, then such fees and expenses shall be borne 50% by Stockholder and 50% by Buyer. (f) If Stockholder does not deliver a Balance Sheet Dispute Notice in accordance with Section 3.4(c) above (i.e., within the 30-day period specified therein), the Post-Closing Balance Sheet (together with Buyer’s calculation of the Net Working Capital set forth on the Post-Closing Balance Sheet) shall be deemed an acceptance to have been accepted by Purchaser all of the Final Settlement Statement as submitted parties to this Agreement. In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the provisions above and Stockholder and Buyer are able to resolve such dispute by Seller. The parties shall agree mutual agreement, the Post-Closing Balance Sheet, together with respect the calculation of the Net Working Capital, to the changes proposed extent modified by Purchaserthe mutual agreement of such parties, if any, no later than sixty (60) days after Seller receives from Purchaser shall be deemed to have been accepted by all of the written report described parties to this Agreement. In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the provisions set forth above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementStockholder and Buyer are unable to resolve such dispute by mutual agreement, the determination of the amount of the Final Settlement Statement Independent Accountant shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto parties, and the Post-Closing Balance Sheet, together with the calculation of the Net Working Capital, to the extent modified by the Independent Accountant, shall be enforceable against any party hereto deemed to have been accepted by all of the parties to this Agreement. (g) In the event that it is determined that the Net Working Capital shall have been overstated in any court the calculation of competent jurisdiction. Any costs and expenses incurred the Total Consideration for purposes of the Closing, Stockholder shall deliver to Buyer such overstated amount by wire transfer of immediately available funds to such accounts as Buyer specifies in written instructions to Stockholder within three (3) business days following the Accounting Firm final determination of such amounts pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date3.4.” (h) In the event (a) event that it is determined that the Final Purchase Price is more than Net Working Capital shall have been understated in the Estimated Final Purchase Pricecalculation of the Total Consideration for purposes of the Closing, Purchaser Buyer shall pay deliver to Seller the Stockholder such understated amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in of immediately available funds. Payment by Purchaser or Seller, funds to such accounts as Stockholder specifies in written instructions to Buyer within three (3) business days following the case may be, shall be within five (5) days final determination of the Final Settlement Datesuch amounts pursuant to this Section 3.4.

Post-Closing Adjustments. As soon as practicable (a) Not later than thirty (30) calendar days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined balance sheet, dated as of the Closing and showing Date, reflecting the calculation book value of such adjustments the Transferred Assets and the resulting Final Purchase PriceAssumed Liabilities as carried on the books of Seller and prepared in accordance with generally accepted accounting principles as in effect as of the date of this Agreement applied consistently with Seller’s practices used in the preparation of the Pre-Closing Balance Sheet (the “Post-Closing Balance Sheet”). Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon Post-Closing Balance Sheet. (b) Except as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and hereto, unless within thirty (30) calendar days after receipt by Purchaser of the Post-Closing Balance Sheet, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) business days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Such accounting firm shall be instructed to resolve the disputed items within ten (10) business days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) business day following the determination of the Post-Closing Balance Sheet (the “Adjustment Payment Date”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in the Transferred Assets and Assumed Liabilities between the Pre-Closing Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price, together with interest thereon computed from the Effective Time up to, but not including, the Adjustment Payment Date at the rate quoted for Federal Funds in the Money Rates Column of the WALL STREET JOURNAL, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date (the “Federal Funds Rate”). (d) Notwithstanding the foregoing provisions of this Section 2.3, if at any time within three (3) months after the delivery of the Post-Closing Balance Sheet either party hereto discovers an error in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to this Section 12.1 shall be borne by 2.3 (“Original Price”), being at least $50,000, individually or in the Seller and the Purchaser equally. The date upon which aggregate with all such agreement is reached errors, more or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price would have been but for such error (“Revised Price”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. If the parties disagree on the existence or magnitude of an error within ten (10) business days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Upon the determination of the Revised Price, Seller the appropriate party shall pay an amount to Purchaser the other party that is the difference between the amount of actually paid by such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerparty pursuant to Section 2.2, as adjusted pursuant to the case may beother paragraphs of this Section 2.3, shall be within five and the amount that such party would have paid to the other if the Original Price had been equal to the Revised Price, together with interest thereon computed from the Effective Time up to, but not including, the second (52nd) days business day following determination of the Final Settlement DateRevised Price at the applicable Federal Funds Rate.

Post-Closing Adjustments. As soon as practicable (a) Within ninety (90) days after the ClosingPrincipal Closing Date, but in no event later than Buyer shall prepare and deliver to Sellers a proposed final statement (the “Fiduciary Adjustment Statement”) reflecting Buyer’s calculation of the Closing Date Unrestricted Fiduciary Cash (as may be adjusted pursuant to this Section 2.11, the “Final Unrestricted Fiduciary Cash”). (b) Within one hundred eighty (180) days thereafterafter the Principal Closing Date, Seller Buyer shall prepare and deliver to Purchaser Sellers a proposed final settlement closing statement (the “Final Settlement Closing Statement”) setting forth each adjustment reflecting Buyer’s calculation of: (i) the Closing Date Cash, Closing Date Net Working Capital and Closing Date Indebtedness; (ii) the difference between the Preliminary Upfront Purchase Price and the final Upfront Purchase Price shown on the Final Closing Statement (by substituting the Closing Date Cash, Closing Date Net Working Capital, Closing Date Indebtedness shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (iii) the resulting final Upfront Purchase Price (as may be adjusted pursuant to this Section 2.11, the “Final Upfront Purchase Price”). (c) The Final Closing Statement and the Fiduciary Adjustment Statement shall be prepared in good faith and in accordance with the Accounting Principles and the definitions contained herein. Nothing in this Section 2.11 is intended to be used to adjust for errors, omissions or payment inconsistencies that was not finally determined as may be found with respect to the Business Financial Data, or any actual or alleged failure of the Closing and showing Business Financial Data to be prepared in accordance with GAAP. Buyer shall not be permitted to introduce accounting principles, procedures, policies, practices, estimates, judgments or methodologies that are inconsistent with the calculation of such adjustments and Accounting Principles in the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt preparation of the Final Settlement StatementClosing Statement or the determination of Closing Date Net Working Capital, but in no event later than sixty Closing Date Cash or Closing Date Indebtedness. (60d) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to Sellers may dispute Buyer’s calculation of the Final Settlement Statement. Any failure Closing Statement (or any element thereof) or the Fiduciary Adjustment Statement by Purchaser to deliver to Seller notifying Buyer in writing, setting forth in reasonable detail the written report detailing Purchaser’s proposed changes to particulars of such disagreement (the Final Settlement Statement “Notice of Objection”), within sixty (60) days following Purchaserafter Sellers’ receipt of the Final Closing Statement or within fifteen (15) days of Sellers’ receipt of the Fiduciary Adjustment Statement, as applicable. Any item or amount as to which no dispute is raised in the Notice of Objection shall be final, conclusive and binding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Notice of Objection. In the event that Sellers do not deliver a Notice of Objection to Buyer within such sixty (60) or fifteen (15) day period, as applicable, Sellers shall be deemed to have accepted Buyer’s calculation of the items set forth in the Final Closing Statement or Fiduciary Adjustment Statement, as applicable. In connection with the review by Sellers of the Final Closing Statement and Fiduciary Adjustment Statement, Buyer shall (i) permit Sellers and their Representatives to have reasonable access (subject to the execution of customary work paper access letters, if requested) to the books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to the preparation of the Final Closing Statement or Fiduciary Adjustment Statement, as applicable and the calculation of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness and Closing Date Unrestricted Fiduciary Cash and (ii) provide Sellers and their Representatives reasonable access to employees and accountants (subject to the execution of customary access letters, if requested) of Buyer and the Transferred Entities as reasonably requested by Sellers to verify the accuracy of the Final Closing Statement or Fiduciary Adjustment Statement, as applicable (and, in each case, the elements thereof). Buyer shall use reasonable best efforts to cause the employees and accountants of Buyer and the Transferred Entities to cooperate in all reasonable respects with Sellers and their Representatives in connection with their review of such work papers and other documents and information relating to the calculation of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Unrestricted Fiduciary Cash, and Closing Date Indebtedness, as Sellers may reasonably request and that are available to Buyer and its Affiliates, including the Transferred Entities, or any of their respective accountants. In the event that a Notice of Objection is timely delivered, Buyer and Sellers shall use their respective good faith efforts for a period of forty five (45) days after Buyer’s receipt of the Final Settlement Statement Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (e) If Buyer and Sellers are unable to resolve such disagreements within such forty five (45) day period (or such longer period as the Parties shall have agreed in writing), then KPMG LLP (or such other independent accounting firm of recognized international standing as may be mutually selected by Buyer and Sellers) (the “Independent Firm”) shall be deemed appointed, acting as an acceptance by Purchaser expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the Final Settlement Statement “Unresolved Items”), but in no case shall the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. If KPMG LLP is unwilling or unable to serve in such capacity and the Parties are not able to mutually select an alternative independent accounting firm that is willing and able to serve in such capacity, then Sellers shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of internationally recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as submitted by Seller. The parties the Independent Firm. (f) Buyer and Sapphire shall agree with respect instruct the Independent Firm to the changes proposed by Purchaserdetermine as promptly as practicable, if any, no later than and in any event within sixty (60) days after Seller receives from Purchaser the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, and the written report described above containing Purchaser’s proposed changes. If presentations by Sellers and Buyer, and not on an independent review, whether and to what extent (if any) the Purchaser and the Seller cannot then agree upon calculations set forth in the Final Settlement Closing Statement or Fiduciary Adjustment Statement, as applicable, require adjustment. In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by Sellers or Buyer or less than the smallest value for such item claimed by Sellers or Buyer, (ii) may not take oral testimony from the Parties or any other Person and (iii) shall not consider any facts that have occurred after the Principal Closing. Sellers and Buyer shall give each other copies of any written submissions at the same time as they are submitted to the Independent Firm. Buyer shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Upfront Purchase Price proposed by Sellers that are successful, and Sellers shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Upfront Purchase Price proposed by Sellers that are not successful, in each case, as determined by the Independent Firm. The determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Independent Firm shall be set forth in a written statement delivered to the Parties and shall be final, conclusive and binding on the parties hereto Parties, absent fraud or manifest error. (g) All discussions and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm negotiations pursuant to this Section 12.1 2.11 shall be borne by treated as compromise and settlement negotiations for purposes of Rule 408 of the Seller Federal Rules of Evidence and comparable rules of evidence of any Governmental Authority. (h) Neither Buyer nor Sapphire may disclose to the Independent Firm, and the Purchaser equally. The date upon which such agreement Independent Firm may not consider for any purpose, any settlement discussions or settlement offers made by or on behalf of either Buyer or Sapphire unless otherwise agreed by Buyer and Sapphire, and there shall be no ex parte communications with respect to the matters contemplated hereby between the Independent Firm and either Buyer or Sapphire. (i) If the Closing Date Unrestricted Fiduciary Cash is reached or upon which greater than the Final Purchase Price is establishedUnrestricted Fiduciary Cash, Sapphire shall, or shall be herein called cause the “Final Settlement Date.” In other Sellers to, promptly pay such difference to Buyer, in cash. If the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Closing Date Unrestricted Fiduciary Cash is less than the Estimated Final Purchase PriceUnrestricted Fiduciary Cash, Seller Buyer shall promptly pay such excess to Purchaser the amount of such differenceSellers, in either event cash. Any payment pursuant to this Section 2.11(i) shall be made by wire transfer in immediately available funds. Payment by Purchaser Buyer or SellerSellers, as the case may be, shall be by wire transfer of immediately available funds within five (5) days Business Days to such account or accounts of Buyer or Sapphire, as applicable, as may be designated by Buyer or Sapphire, as applicable, in writing. (j) If the Preliminary Upfront Purchase Price is greater than the Final Settlement DateUpfront Purchase Price, Sapphire shall, or shall cause the other Sellers to, promptly pay such difference to Buyer, in cash. If the Preliminary Upfront Purchase Price is less than the Final Upfront Purchase Price, Buyer shall promptly pay such excess to Sellers, in cash. Any payment pursuant to this Section 2.11(j) shall be made by Buyer or Sellers, as the case may be, by wire transfer of immediately available funds within five (5) Business Days to such account or accounts of Buyer or Sellers, as applicable, as may be designated by Buyer or Sellers, as applicable, in writing.

Post-Closing Adjustments. As soon as practicable (a) Within 90 days after the ClosingClosing Date, but Verizon shall cause to be prepared and delivered to the Surviving Corporation a statement derived from the books and records of Verizon and its Affiliates (the “Closing Statement”), setting forth Distribution Date Working Capital, including reasonable detail regarding the calculation thereof. The Distribution Date Working Capital shall be calculated in no event later than one accordance with GAAP, consistently applied, using the same accounting principles, methodologies and policies used in the preparation of the Spinco Audited Balance Sheet, pro forma for the completion of the Contribution, as modified by the principles, methodologies and policies set forth in Section 5.1 of the Disclosure Letter. (b) Verizon shall give the Surviving Corporation and each of its Representatives access at all reasonable times and on reasonable advance notice to Verizon’s books and records to the extent reasonably required to permit the Surviving Corporation to review the Closing Statement. Within 60 days after receipt of the Closing Statement, the Surviving Corporation shall, in a written notice to Verizon, describe in reasonable detail any proposed adjustments to the items set forth on the Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Article V). The Surviving Corporation shall have the right to discuss the Closing Statement with Verizon’s accountants, it being understood that in connection with such discussion, the Surviving Corporation will not have access to the work papers of such accountants. If Verizon shall not have received a notice of proposed adjustments (provided that any and all proposed adjustments to the calculation of Distribution Date Working Capital must in the aggregate exceed two hundred eighty fifty thousand dollars (180$250,000) or more) within such 60-day period, the Surviving Corporation will be deemed to have accepted irrevocably such Closing Statement. (c) Verizon and the Surviving Corporation shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Statement, during the 30 days following Verizon’s receipt of the proposed adjustments. If the parties are unable to resolve such dispute within such 30-day period, then, at the written request of either party (the “Dispute Resolution Request”), each party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 15-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Final Closing Statement”), executed within five days thereafter. If the business representatives do not resolve the dispute, Seller within five days the Surviving Corporation and Verizon shall prepare jointly select a nationally recognized independent public accounting firm (which is not the regular independent public accounting firm of either Verizon or the Surviving Corporation) to arbitrate and deliver resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 9.13. If the Surviving Corporation and Verizon do not jointly select such firm within five days, a nationally recognized accounting firm shall be selected by lot from among those nationally recognized firms which are not the regular firm of either Verizon or the Surviving Corporation. Such accounting firm shall arbitrate and resolve such dispute based solely on the written submission forwarded by Verizon and the Surviving Corporation and shall only consider whether the Closing Statement was prepared in accordance with this Article V and (only with respect to Purchaser a final settlement statement disputed matters submitted to the accounting firm) whether and to what extent the Closing Statement requires adjustment. The fees and expenses of such accounting firm shall be shared by the Surviving Corporation and Verizon in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Surviving Corporation and Verizon, respectively. (d) If the amount of the Distribution Date Working Capital, as set forth in the Final Closing Statement (the “Final Settlement StatementDistribution Date Working Capital”) setting forth each adjustment or exceeds the Target Working Capital, no payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance made by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree either party with respect to the changes proposed by Purchaserthereto and, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement Distribution Date Working Capital is less than the Target Working Capital, Verizon shall pay to the Surviving Corporation an amount equal to such deficit. All such amounts shall bear interest from the Distribution Date through but excluding the date of payment at the Applicable Rate; such interest shall accrue daily on the basis of a 365 day year calculated for the actual number of days for which payment is due and such payment shall be submitted payable together with the amount payable pursuant to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionforegoing sentence. Any costs and expenses incurred by the Accounting Firm amounts payable pursuant to this Section 12.1 5.1(d) shall be borne by made via wire transfer of immediately available funds within five Business Days after the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Closing Statement becomes a Final Purchase Price is established, shall be herein called the “Final Settlement DateClosing Statement.” In the event (ae) To the Final Purchase Price extent that Verizon makes any payment of an amount which constitutes a Current Liability between the Closing Date and the date any payment is more than due under Section 5.1(d), then Verizon shall have a right to offset the Estimated Final Purchase Priceaggregate of all such amounts against the amount, Purchaser shall pay if any, payable to Seller the amount Surviving Corporation under Section 5.1(d); provided that Verizon has provided evidence of the payment of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay amounts prior to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datemaking any offset.

Post-Closing Adjustments. As soon Except for mathematical mistakes in the calculation of any proration or any other mistake of fact or mutual mistake in connection with any Prorated Items, the proration (i) for Property Taxes shall be determined as practicable after provided in Section 11.4 hereof and (ii) for all other Prorated Items other than Property Taxes (the Closing“Remaining Prorated Items”), but shall be adjusted post-Closing in no event later than one hundred eighty (180) days thereafter, Seller accordance with this Section 3.4(b). A final determination of post-Closing adjustments for the Remaining Prorated Items shall prepare be made in good faith by Buyer and deliver to Purchaser shall be set forth in a final settlement statement (the “Final Proration Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing prepared by Buyer and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver delivered to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no not later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing. The final accounting for each Remaining Prorated Item shall be determined using the final, actual amount of such Remaining Prorated Item for the period of time prorated, and the Proration Settlement Statement shall (i) contain all information reasonably necessary to support the final accounting and (ii) be certified by an authorized officer of Buyer to be true, correct and complete as of the date thereof. If the Purchaser final, actual amount for any Remaining Prorated Item is not available at the time of the preparation and delivery of the Seller cannot then agree upon the Final Proration Settlement Statement, Buyer shall so advise Seller, and Buyer shall provide a separate Proration Settlement Statement for any such Remaining Prorated Item(s) within a reasonable time after the determination of final, actual amounts become available. The party owing any amounts (the amount of “Payor”) on the Final Proration Settlement Statement shall be submitted pay all such amounts to a mutually agreed firm of independent public accountants the other party (the “Accounting FirmPayee”). The determination by ) within fifteen (15) days after Seller’s receipt of the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionProration Settlement Statement. Any costs and expenses incurred by the Accounting Firm amounts owing pursuant to this Section 12.1 the Proration Settlement Statement and not paid within such fifteen (15) day period shall be borne by bear interest from the Seller and due date until paid at the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Daterate of ten percent (10%) per annum.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Not later than 60 business days after the Closing, but in no event later than one hundred eighty Effective Time (180) days thereafterthe "Post-Closing Balance Sheet Delivery Date"), Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined balance sheet dated as of the Effective Time and prepared in accordance with generally accepted accounting principles consistently applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Post-Closing and showing the Balance Sheet") together with a copy of Seller's calculation of such adjustments the adjusted purchase price and the resulting Final Purchase Priceamounts payable thereunder. Additionally, Seller shall deliver to Purchaser a list of Loans purchased, individually identified by account number. Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draftPost-Closing Balance Sheet. As soon as practicable after receipt of Within 15 business days following the Final Settlement StatementPost-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), but in no event later than sixty (60) days thereafter, Seller and Purchaser shall deliver meet at the offices of Seller in Charlotte, North Carolina, or such other location as may be mutually agreed, to Seller a written report containing effect the transfer of any funds as may be necessary to reflect changes that Purchaser proposes to make in such assets and liabilities between the Pre-Closing Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Effective Time to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller Adjustment Payment Date at the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty applicable Federal Funds Rate (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”hereinafter defined). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) In the Final Purchase Price is less than event that a dispute arises as to the Estimated Final Purchase Priceappropriate amounts to be paid to either party on the Adjustment Payment Date, Seller each party shall pay to Purchaser the amount of other on such difference, in either event Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by wire transfer in immediately available funds. Payment by Purchaser or Seller, as a party which are later found to be due to the case may be, other party shall be within five paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. (5c) days The Federal Funds Rate shall be the mean of the Final Settlement Datehigh and low rates quoted for Federal Funds in the Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the date paid.

Post-Closing Adjustments. As soon as practicable On or before the business day next following the ninetieth (90th) day after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (herein called the “"Final Settlement Statement”") setting forth each adjustment or payment to the Purchase Price that was not finally determined as of the Closing and showing the calculation of such adjustments, which adjustments and shall be in accordance with the resulting Final Purchase Priceprinciples of this Agreement. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after Within thirty (30) days of receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall negotiate in good faith and undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such post-Closing adjustments no later than sixty (6030) days after Seller receives from Purchaser the Buyer's submission of its written report described above containing Purchaser’s proposed changeshereunder to Seller. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of Any disputed items shall be removed from the Final Settlement Statement and thereafter shall be treated as a disputed matter and if the dispute cannot be resolved by agreement, the matter shall be submitted to a mutually agreed firm of independent public accountants (arbitration in accordance with the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto procedures set forth in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally10.17. The date upon which such agreement (the "Final Settlement Agreement") is reached or upon which the Final Purchase Price is established, shall be herein called the “"Final Settlement Date.” " which shall in no event be more than sixty (60) days following the date such Final Settlement Statement was received by Buyer. In that event, Buyer shall, within seven (7) days of the event (a) execution of the Final Purchase Price is more than the Estimated Final Purchase PriceSettlement Agreement, Purchaser pay to Seller, or Seller shall pay to Seller Buyer, whatever the case may be, in immediately available funds the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180a) Within ninety (90) days thereafterfollowing the Closing Date, Seller Parent shall prepare and deliver to Purchaser the Stockholders a final settlement written statement (the “Final Settlement "Closing Statement”") setting forth each adjustment or payment that was not finally determined which shall include (i) a balance sheet of the Company, as of the Closing Date (the "Closing Balance Sheet") and showing (ii) Parent's calculations of (A) Closing Cash, (B) Closing Indebtedness (including, for the calculation avoidance of doubt, the Section 481 Adjustment), (C) Closing Net Working Capital (without giving effect to the transactions contemplated by this Agreement), (D) the Working Capital Adjustment, and (E) the Company Expenses, in each case as of the Effective Time. The Closing Statement shall be prepared in accordance with the methodologies and practices used by the Company in the preparation of the Pre-Closing Statement and shall include reasonable supporting documentation for the calculations and components contained therein. (b) The Stockholders shall have thirty (30) days following their receipt of the Closing Statement (the "Review Period") to review the same. During the Review Period, the Surviving Entity and Parent shall provide the Stockholders with (i) such adjustments information as may be reasonably requested by the Stockholders with respect to their review of the Closing Statement, including without limitation all accountant work papers and the resulting Final Purchase Price. Seller shall make books and records of Surviving Entity and (ii) access to any personnel of Parent (or any of its workpapers subsidiaries) or the Company, including Third Party accountants and auditors who are familiar with such matters or otherwise involved in the preparation of the Closing Balance Sheet and other information available to Purchaser to review contained in order to confirm the adjustments shown on Seller’s draftClosing Statement and/or any components thereof. As soon as practicable after receipt On or before the expiration of the Final Settlement StatementReview Period, but in no event later than sixty (60) days thereafter, Purchaser the Stockholders shall deliver to Seller Parent a reasonably detailed written report containing any changes that Purchaser proposes to make statement accepting or objecting to the Final Settlement Closing Statement. Any failure by Purchaser to deliver to Seller In the written report detailing Purchaser’s proposed changes event that the Stockholders shall object to the Final Settlement Statement within sixty Closing Statement, such written statement (60an "Objection Notice") days following Purchaser’s receipt shall include a reasonable explanation of the Final Settlement Statement shall be deemed an acceptance by Purchaser Stockholders' objections and the reasons therefor. The Stockholders may object to any component of the Final Settlement Closing Statement as submitted by Seller. The parties shall agree with respect to and/or any of the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser calculations set forth therein and/or any component of any of the written report described above containing Purchaser’s proposed changesnumbers set forth in the Closing Statement or any other matters set forth therein. If the Purchaser Stockholders do not deliver an Objection Notice to Parent within the Review Period, the Stockholders shall collectively be deemed to have accepted the Closing Statement and all of the determinations and calculations contained therein, and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement same shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be become binding and conclusive and binding on the parties hereto and not subject to further appeal. (c) In the event that the Stockholders shall have duly delivered an Objection Notice to Parent within the Review Period, Parent and the Stockholders shall promptly in good faith attempt to resolve the objections contained therein. All such objections that are resolved in a signed writing between the parties shall be enforceable against final, binding and conclusive on the parties and not subject to further appeal (the "Resolved Items"). Any such objections which cannot be resolved between Parent and the Stockholders within thirty (30) days following Parent's receipt of the Objection Notice (such specific remaining objections, collectively, the "Unresolved Items") shall be resolved in accordance with this Section 3.3(c); provided, that neither Parent nor the Stockholders shall be permitted to raise any objection to the Pre-Closing Statement or the Closing Statement, as applicable, unless such objection is raised in the initial Closing Statement or the initial Objection Notice, respectively, as opposed to any amendment or restatement thereof, none of which shall be permitted. Should the Stockholders and Parent not be able to resolve such Unresolved Items, within the thirty (30) day period described above, either party hereto may submit only the Unresolved Items to the Independent Accounting Firm for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of its engagement. Each of Parent and the Stockholders agree to execute, if required, a customary engagement letter with the Independent Accounting Firm. Such Independent Accounting Firm shall review only the Unresolved Items and shall deliver a written statement, within thirty (30) days of the submission of the Unresolved Items to such Independent Accounting Firm (it being understood that all Unresolved Items must be submitted at the same time), setting forth its own calculation of each of the Unresolved Items. The calculation for each Unresolved Item shall not be greater than the highest value, or less than the lowest value, given such Unresolved Item in the Closing Statement or the Objection Notice, as applicable, and shall be made using the same methodologies and practices used by the Company in the preparation of the Most Recent Balance Sheet, consistently applied, and shall be based solely on the materials submitted to the Independent Accounting Firm by Parent or the Stockholders, and not by independent review. Neither Parent nor Stockholders shall have or conduct any communication, either written or oral, with the Independent Accounting Firm without the other party either being present or receiving a concurrent copy of any written communication. The Independent Accounting Firm's calculations of the Unresolved Items, absent manifest error, shall be binding and conclusive on the parties and not subject to appeal. Each party shall bear its own costs and expenses in connection with the resolution of such Unresolved Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be allocated between Parent and the Stockholders so that the amount of fees and expenses paid by the Stockholders (with the remainder of such amount being paid by Parent) shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and where (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Stockholders (as determined by the Independent Accounting Firm) and the denominator of which is the total value in dispute. The parties agree that the procedure set forth in this Section 3.3(c) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes. The Independent Accounting Firm's determination may be enforced in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable The Amberglen Consideration shall be adjusted after the Closing, but in no event later than one hundred eighty Closing Date as follows: (180i) Within ninety (90) days thereafterfollowing the Closing Date, Seller the Operating Partnership shall prepare and deliver to Purchaser Amberglen a final settlement statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Second City Initial Property Owners (as defined in the Second City Contribution Agreement) as of 12:01 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation shall be prepared in a manner consistent and using the same methodology with the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such date, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Operating Partnership shall comply with Amberglen’s reasonable requests for supporting documentation used in the preparation of the Closing Date Net Working Capital and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Settlement StatementResolution Date”): (a) setting forth each adjustment or payment that was not finally determined as Amberglen’s delivery of a written notice to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of Amberglen to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and showing (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If Amberglen disagrees with the Closing Date Net Working Capital, it may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii), deliver an Objection Notice setting forth Amberglen’s calculation of the Closing Date Net Working Capital. Any such adjustments Objection Notice shall specify those individual line items in the Closing Date Calculations with which Amberglen disagrees and the resulting Final Purchase Priceitems, facts, amounts, calculations, or valuations used to determine such line items. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement Amberglen shall be deemed an acceptance by Purchaser to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Closing Date Net Working Capital unless, and only to the changes proposed extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If Amberglen does not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by Purchaserthe Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If Amberglen timely delivers an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), if anythe Operating Partnership and Amberglen shall attempt in good faith to reconcile the parties’ differences, no later than sixty and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and Amberglen are unable to reach a resolution within thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If delivery of the Purchaser Objection Notice, the Operating Partnership and Amberglen shall submit their respective determinations and calculations and the Seller cannot then agree upon the Final Settlement Statementitems remaining in dispute for resolution to BDO USA, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants LLP (the “Independent Accounting Firm”). The determination by lead partner of the Independent Accounting Firm shall be conclusive named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each Party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, Amberglen and binding on the parties hereto Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be enforceable against any party hereto in any court the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of competent jurisdiction. Any costs the Parties to resolve disputes as promptly, efficiently, and expenses incurred inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or Amberglen. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 12.1 1.02(b): (A) The Operating Partnership and Amberglen shall be borne execute any agreement required by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventIndependent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (aB) The Operating Partnership and Amberglen shall each bear one-half of the Final Purchase Price is more than fees and costs of the Estimated Final Purchase PriceIndependent Accounting Firm; provided, Purchaser shall however, that the engagement agreement referred to above may require the Operating Partnership and Amberglen to be bound jointly and severally to the Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or Amberglen pay to Seller the Independent Accounting Firm any amount in excess of such differenceone-half of the fees and costs of its engagement, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay other Party agrees to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser reimburse Operating Partnership or SellerAmberglen, as applicable, upon demand, to the case may be, shall be within five (5) days extent required to equalize the payments made by Operating Partnership and Amberglen with respect to the fees and costs of the Final Settlement DateIndependent Accounting Firm.

Post-Closing Adjustments. As soon as practicable The Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration (the “Adjustable Consideration”) shall be adjusted after the Closing, but in no event later than one hundred eighty Closing Date as follows: (180i) Within ninety (90) days thereafterfollowing the Closing Date, Seller the Operating Partnership shall prepare and deliver to Purchaser Sub 1, Sub 2 and the REIT (the “Adjustable Contributors”) a final settlement statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:01 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation shall be prepared in a manner consistent and using the same methodology with the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such date, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Operating Partnership shall comply with the Adjustable Contributors’ reasonable requests for supporting documentation used in the preparation of the Closing Date Net Working Capital and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Settlement StatementResolution Date”): (a) setting forth each adjustment or payment that was not finally determined as the Adjustable Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of the Adjustable Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and showing (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If the Adjustable Contributors disagree with the Closing Date Net Working Capital, the Adjustable Contributors may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii), deliver an Objection Notice setting forth the Adjustable Contributor’s calculation of the Closing Date Net Working Capital. Any such adjustments Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Adjustable Contributors disagree and the resulting Final Purchase Priceitems, facts, amounts, calculations, or valuations used to determine such line items. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement The Adjustable Contributors shall be deemed an acceptance by Purchaser to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Closing Date Net Working Capital unless, and only to the changes proposed extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Adjustable Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by Purchaserthe Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Adjustable Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), if anythe Operating Partnership and the Adjustable Contributors shall attempt in good faith to reconcile the parties’ differences, no later than sixty and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and the Adjustable Contributors are unable to reach a resolution within thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If delivery of the Purchaser Objection Notice, the Operating Partnership and the Seller cannot then agree upon Adjustable Contributors shall submit their respective determinations and calculations and the Final Settlement Statementitems remaining in dispute for resolution to BDO USA, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants LLP (the “Independent Accounting Firm”). The determination by lead partner of the Independent Accounting Firm shall be conclusive named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each Party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, the Adjustable Contributors and binding on the parties hereto Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be enforceable against any party hereto in any court the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of competent jurisdiction. Any costs the Parties to resolve disputes as promptly, efficiently, and expenses incurred inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Adjustable Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 12.1 1.02(b): (A) The Operating Partnership and the Adjustable Contributors shall be borne execute any agreement required by the Seller Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Purchaser equally. The date upon which such Adjustable Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement is reached referred to above may require the Parties to be bound jointly and severally to the Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall Adjustable Contributors pay to Seller the Independent Accounting Firm any amount in excess of such differenceone-half of the fees and costs of its engagement, or (bthe other Party(ies) agree(s) to reimburse Operating Partnership and the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerAdjustable Contributors, as applicable, upon demand, to the case may be, shall be within five (5) days extent required to equalize the payments made by Operating Partnership and the Adjustable Contributors with respect to the fees and costs of the Final Settlement DateIndependent Accounting Firm.

Post-Closing Adjustments. As soon as practicable after On or before the Closing, but in no event later than one hundred eighty third (1803rd) days thereafterBusiness Day following the expiration of the Cure Period, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment to the Purchase Price that was not finally determined as of included in the Closing Preliminary Settlement Statement and showing the calculation of such adjustments, which adjustments shall be in accordance with the principles of this Agreement, and based to the resulting Final Purchase Price. Seller shall make its workpapers extent possible on actual credits, charges, receipts and other information available items before and after the Effective Time. All adjustments on the Final Settlement Statement shall be calculated on an accrual basis net to Purchaser to review in order to confirm the adjustments shown on Seller’s draftinterest in the Properties. As soon as practicable after Within sixty (60) days of receipt of the Final Settlement StatementStatement (the “Audit Period”), but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser to deliver to During the Audit Period, Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of provide Buyer with supporting documentation for all adjustments set forth in the Final Settlement Statement as submitted reasonably requested by SellerBuyer. The parties Parties shall negotiate in good faith and undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such Final Settlement Statement no later than sixty thirty (6030) days after Seller receives from Purchaser the Buyer’s submission of its written report described above containing Purchaser’s proposed changes. If the Purchaser and the hereunder to Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event ”). Buyer shall, within seven (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (57) days of the Final Settlement Date, pay to Seller, or Seller shall pay to Buyer, whatever the case may be, in immediately available funds the final settlement adjustment amount set forth therein. Any disputed items that cannot be resolved by the mutual agreement of the Parties, shall be removed from the Final Settlement Statement and submitted to arbitration to a mutually agreeable arbitrator selected by the Parties and resolved as if such disputed item was a Disputed Matter in accordance with the procedures set forth in Article XI. Notwithstanding anything to the contrary set forth herein, there shall be no further Purchase Price adjustments pursuant to Section 2.2 for any item not included in the Final Settlement Statement delivered by Seller (or Buyer’s written report, if any, delivered with respect thereto) in accordance with the provisions of this Section 9.2.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to the Representative a statement (the “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Merger Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A. (b) The Surviving Corporation and Parent shall, upon reasonable prior notice, (i) permit the Representative and its representatives to have reasonable access during normal business hours to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc., subject to execution of customary work paper access letters if requested by the accountants of the Surviving Corporation or Parent) and shall cooperate with the Representative in seeking to obtain work papers from Purchaser the written report described above containing Purchaser’s proposed changesSurviving Corporation pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives reasonable access to the employees and accountants of Parent and its Subsidiaries as reasonably requested by the Representative. If the Purchaser and Representative disagrees with any part of the Seller cannot then agree upon Surviving Corporation’s calculation of the Final Settlement Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash or Closing Transaction Expenses as set forth on the Post-Closing Adjustment Statement, the determination Representative shall, within forty-five (45) days after the Representative’s receipt of the amount Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the Final Settlement Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute. If the Representative does not deliver an Objection Notice within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be submitted conclusive, final and binding on all of the parties (in such instance, a “Final Statement”). If an Objection Notice is delivered to Parent, then Parent and the Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, and any such resolution shall be conclusive and binding on all of the parties (in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Objection Notice, Parent or the Representative may submit such remaining disagreements to a mutually agreed nationally recognized certified public accounting firm of independent public accountants as is reasonably acceptable to Parent and the Representative (the “Accounting Firm”). (c) Parent and the Representative shall instruct the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within thirty (30) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree (it being understood and agreed that all other items which are not the subject of objections in the Objection Notice shall be conclusive, final and binding on all of the parties). In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and on the definitions set forth in this Agreement. The determination by of the Accounting Firm shall be conclusive and binding on upon the parties hereto and shall not be enforceable against any party hereto subject to appeal or further review (other than with respect to errors in any court of competent jurisdiction. Any arithmetic calculations) (in such instance, a “Final Statement”). (d) The costs and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller Surviving Corporation in the proportion that the aggregate dollar amount of the items that are successfully disputed by the Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm and by the Purchaser equally. The date upon Representative (which such agreement is reached or upon which the Final Purchase Price is established, amount shall be herein called treated as a Representative Expense and paid from the Escrow Account as provided in Section 11.13) in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by the Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 shall be the “Final Settlement Date.Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” In and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the event Enterprise Value, less (aii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Purchase Price is more than Net Working Capital Adjustment, less (vi) the Estimated Final Purchase PriceEscrow Amount, Purchaser shall pay to Seller less (vii) the amount Indemnity Escrow Amount. For purposes of such differencethis Agreement, or “Post-Closing Adjustment Amount” means (bx) the Final Purchase Price is Closing Merger Consideration less than (y) the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsClosing Merger Consideration (which may be a positive or negative number). Payment by Purchaser or Seller, as the case may be, shall be within Within five (5) days of Business Days after the Final Settlement Date.Closing Merger Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Post-Closing Adjustments. As soon as practicable after To the Closingextent applicable, but Seller and Purchaser, acting in good faith, shall reconcile with each other within ninety (90) days of the later of (i) the Closing Date or (ii) the date an allocated amount becomes fixed and ascertainable (provided that in no event shall such date be later than one hundred eighty six (1806) months following the Closing Date), the amounts prorated and adjusted pursuant to this Article V using any new or updated information, including the reconciliation of estimated amounts with actual amounts, the correction of any errors and the inclusion of any items which should have been included at the Closing. Notwithstanding anything to the contrary contained herein, Seller’s obligations for real estate and personal property taxes shall be based on the assessed value set forth on Schedule 5.6. All adjustments to be made based on the mutual agreement of the parties shall be paid to the party entitled to the benefit of such adjustment within thirty (30) days thereafter, Seller shall prepare and deliver to Purchaser a after the final settlement statement (determination thereof. In the “Final Settlement Statement”) setting forth each adjustment or payment that was event the parties have not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree agreed with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall all adjustments required to be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm made pursuant to this Section 12.1 5.6 within thirty (30) days following expiration of such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne split equally by the Seller and parties, unless one party prevails in all matters relating to such dispute, in which case the Purchaser equallyparty that is not the prevailing party shall pay all charges of such accountant. The date upon which such agreement is reached or upon which All adjustments to be made as a result of the Final Purchase Price is established, final results of the adjustments shall be herein called paid to the “Final Settlement Date.” In party entitled to the event benefit of such adjustment within thirty (a30) days after the Final Purchase Price is more than final determination thereof. Notwithstanding anything to the Estimated Final Purchase Pricecontrary contained in this Agreement, (i) in the event that, following the Closing, Purchaser shall pay receive a refund of real estate taxes which relates to Seller any period of time all or partly prior to the Closing (whether such refund is made by direct payment or in the form of a credit against future real estate tax obligations), such refund (net of the reasonable, out-of-pocket costs of obtaining such refund, which shall be apportioned in the same percentages as the refund itself) shall be apportioned between the parties in proportion to the amount of such differencetime that each party owned the Property during the tax period to which the refund relates, or and (bii) subject to the Final Purchase Price is less than requirements of clause (i), neither party shall have any obligation to re-adjust any items after the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days expiration of the Final Settlement Dateperiods set forth in this Section 5.6.

Post-Closing Adjustments. As soon as practicable (a) No later than 60 days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “"Final Settlement Closing Date Statement”") setting that sets forth each adjustment or payment that was not finally determined the actual financial data as of the Closing Date required to be estimated in the Estimated Closing Date Statement. The Final Closing Date Statement shall be prepared in a manner consistent with the Estimated Closing Date Statement and showing shall be accompanied by a copy of all documents used in the calculation of such adjustments preparation thereof. The Final Closing Date Statement and the resulting calculations and information set forth therein shall be reviewed and certified by a Fellow of the Society of Actuaries who is also a Member of the American Academy of Actuaries (an FSA and MAAA) familiar with the business of Seller and in particular the Annuity Business. The Final Purchase Price. Closing Date Statement shall be binding on Purchaser unless Purchaser delivers to Seller shall make within 60 days after its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement StatementClosing Date Statement from Seller written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (b) If Purchaser and Seller are unable to resolve any disagreement with respect to the Final Closing Date Statement within 30 days after Seller receives a timely notice of disagreement, but in no event later than sixty the items of disagreement alone shall be referred for final determination to the U.S. national office of Price Waterhouse or, if such firm is unable or unwilling to make such final determination, to such other independent accounting firm as the Parties shall mutually designate. The firm making such determination is referred to herein as the "Independent Party." The Final Closing Date Statement shall be deemed to be binding on Purchaser and Seller upon the earlier to occur of (60i) days thereafter, Purchaser shall Purchaser's failure to deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement notice of disagreement within sixty (60) 30 days following Purchaser’s after its receipt of the Final Settlement Closing Date Statement prepared by Seller, (ii) resolution of any disagreement by mutual agreement of the Parties after a timely notice of disagreement has been delivered to Seller or (iii) notification by the Independent Party of its final determination of the items of disagreement submitted to it. The fees and disbursements of the Independent Party shall be deemed an acceptance borne equally, one-half by Purchaser of and one-half by Seller. (c) The Closing Date Ceding Commission, including the adjustments set forth in Section 1.3(c) hereof, shall be recalculated based on the actual financial information set forth in the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Closing Date Statement, which will establish the "Final Ceding Commission." If the Final Ceding Commission is greater than the Closing Date Ceding Commission, Purchaser will pay to Seller an amount equal to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser difference between the written report described above containing Purchaser’s proposed changesFinal Ceding Commission and the Closing Date Ceding Commission. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Ceding Commission is less than the Estimated Final Purchase PriceClosing Date Ceding Commission, Seller shall pay to Purchaser an amount equal to the difference between the Final Ceding Commission and the Closing Date Ceding Commission. (d) A Reinsurance Premium adjustment shall be made as follows using the calculations set forth on the Final Closing Date Statement): (i) If the Final Closing Net Assets are less than the amount of the Reserve Liabilities, Seller shall deliver cash to the Trustee in an amount equal to such difference for deposit in the Trust. (ii) If the Final Closing Net Assets are greater than the amount of the Reserve Liabilities, Purchaser and Seller shall cause the Trustee to pay cash to Seller in an amount equal to such excess, as contemplated by the Trust Agreement. (e) An adjustment with respect to the Accrued but Unpaid Investment Income will be made as follows (using the calculations set forth on the Final Closing Date Statement): (i) If the Accrued but Unpaid Investment Income is greater than Accrued but Unpaid Investment Income set forth on the Estimated Closing Date Statement, Purchaser shall pay cash to Seller in an amount equal to such excess. (ii) If the Accrued but Unpaid Investment Income is less than Accrued but Unpaid Investment Income set forth on the Estimated Closing Date Statement, Seller shall pay cash to Purchaser in an amount equal to such difference, . (f) All amounts paid under this Section 1.6 shall be paid in either event by wire transfer cash in immediately available funds. Payment funds within 10 days after receipt by Purchaser or Seller, as of a binding Final Closing Date Statement with interest calculated at a rate equal to the case may be, shall be within five (5) days of three month LIBOR rate plus 25 basis points on the Final Settlement Dateamount due from the Closing Date through but not including the date on which such amount is actually paid.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser▇▇▇▇▇▇▇▇▇, if any, no later than sixty (60) days after Seller ▇▇▇▇▇▇ receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Not later than thirty (30) calendar days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined closing statement, dated as of the Closing and showing Date, reflecting the calculation Acquisition Value of such adjustments the Transferred Assets and the resulting Final Purchase PriceAssumed Liabilities as carried on the books of Seller and prepared in accordance with GAAP as in effect as of the date of this Agreement applied consistently with Seller’s practices used in the preparation of the Estimated Payment Amount (the “Post Closing Statement”). Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order preparing the Post Closing Statement; provided, that Seller shall not be required to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statementprovide Purchaser any such work papers that it deems confidential or subject to attorney-client privilege; provided, but in no event later than sixty (60) days thereafter, Purchaser further that Seller shall deliver to Seller a written report containing any changes that Purchaser proposes to make provide such confidential work papers to the Final Settlement Statement. Any failure independent accounting firm selected by Purchaser to deliver to and Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty for purposes of Section 2.3(b) hereof. (60b) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement Except as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Post Closing Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and hereto, unless within thirty (30) calendar days after receipt by Purchaser of the Post Closing Statement, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) business days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Such accounting firm shall be instructed to resolve the disputed items within ten (10) business days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) business day following the determination of the Post Closing Statement (the “Adjustment Payment Date”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in the Transferred Assets and Assumed Liabilities between the Estimated Payment Amount and the Post Closing Statement and resulting changes in the Payment Amount, together with interest thereon computed from the Effective Time up to, but not including, the Adjustment Payment Date at the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date (the “Federal Funds Rate”). (d) Notwithstanding the foregoing provisions of this Section 2.3, if at any time within three (3) months after the delivery of the Post Closing Statement either party hereto discovers an error in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Post Closing Statement that resulted in the Payment Amount or Negative Payment Amount actually paid, as adjusted pursuant to this Section 12.1 shall be borne by 2.3 (“Original Price”), being at least $50,000, individually or in the Seller and the Purchaser equally. The date upon which aggregate with all such agreement is reached errors, more or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Payment Amount or Negative Payment Amount would have been but for such error (“Revised Price”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. If the parties disagree on the existence or magnitude of an error within ten (10) business days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Upon the determination of the Revised Price, Seller the appropriate party shall pay an amount to Purchaser the other party that is the difference between the amount of actually paid by such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerparty pursuant to Section 2.2, as adjusted pursuant to the case may beother paragraphs of this Section 2.3, shall be within five and the amount that such party would have paid to the other if the Original Price had been equal to the Revised Price, together with interest thereon computed from the Effective Time up to, but not including, the second (52nd) days business day following determination of the Final Settlement DateRevised Price at the applicable Federal Funds Rate.

Post-Closing Adjustments. (a) As soon promptly as reasonably practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterafter the Closing Date, Purchaser Parent shall cause the Surviving Corporation to prepare and deliver to Seller the Representative a written report containing any changes that Purchaser proposes statement (the “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit B. (b) The Surviving Corporation and Parent shall (i) permit the Representative and its representatives to make have reasonable access to the Final Settlement books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) of the Surviving Corporation and any successor thereof and shall cooperate with the Representative in seeking to obtain work papers from the Surviving Corporation pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives reasonable access to the employees and accountants of the Surviving Corporation and any successor thereof as reasonably requested by the Representative, in each case, in connection with its review of the Post-Closing Adjustment Statement. Any failure by Purchaser to deliver to Seller If the written report detailing PurchaserRepresentative disagrees with any part of the Surviving Corporation’s proposed changes to calculation of the Final Settlement Statement Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash or Closing Transaction Expenses as set forth on the Post-Closing Adjustment Statement, the Representative shall, within sixty forty-five (6045) days following Purchaserafter the Representative’s receipt of the Final Settlement Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute. If the Representative does not deliver an Objection Notice and to the extent the Objection Notice does not so dispute items in the Post-Closing Adjustment Statement within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be deemed an acceptance by Purchaser conclusive, final and binding on all of the parties (in such instance, a “Final Settlement Statement as submitted by SellerStatement”). The parties If an Objection Notice is delivered to Parent, then Parent and the Representative shall agree negotiate in good faith to resolve their disagreements with respect to the changes proposed by Purchasercomputation of the Closing Net Working Capital Adjustment, if anyClosing Indebtedness, no later than sixty Closing Cash and/or Closing Transaction Expenses, and any such resolution shall be conclusive and binding on all of the parties (60in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Seller receives from Purchaser Parent’s receipt of such Objection Notice, Parent or the written report described above containing Purchaser’s proposed changes. If the Purchaser Representative may submit such remaining disagreements to a nationally recognized certified public accounting firm as is reasonably acceptable to Parent and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Representative (the “Accounting Firm”). Parent and the Representative shall enter into an engagement letter with the Accounting Firm promptly after its retention, which includes customary indemnification and other provisions. (c) Parent and the Representative shall use reasonable best efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within thirty (30) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and shall be determined on a basis consistent with this Agreement, including, as applicable, Exhibit B. The determination by of the Accounting Firm shall be conclusive and binding on upon the parties hereto and shall not be enforceable against any party hereto subject to appeal or further review (other than with respect to errors in any court of competent jurisdiction. Any arithmetic calculations) (in such instance, a “Final Statement”). (d) The costs and expenses incurred by of the Accounting Firm in determining the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses shall be borne equally by the Surviving Corporation, on the one hand, and the Representative, on behalf of the Stockholders and the Optionholders (which amount shall be treated as a Representative Expense and paid from the Representative Escrow Account as provided in Section 11.13(e)), on the other hand. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 is the “Final Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Consideration” means (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount less (vii) the Representative Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.4.2:

Post-Closing Adjustments. As soon as practicable after the Closingclosing, but and in no any event later than one hundred eighty within sixty (18060) days thereafterafter Closing, Seller shall prepare and deliver to Purchaser Purchaser, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment or payment pursuant to Paragraph 4 hereof that was not finally determined as of the Closing ("Post-Closing Adjustments") and showing the calculation of such adjustments Post-Closing Adjustments and the resulting Final Purchase Priceaggregate amount thereof. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Within ten (10) business days after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make be made to the Final Settlement Statement. Any failure by Purchaser The Parties undertake to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, amounts of such Post-Closing Adjustments no later than sixty ninety (6090) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equallyClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, aggregate amount of the adjustments are finally established shall be herein called the “"Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, " Seller shall pay to Purchaser the amount of such differencePurchaser, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellervice versa, as the case may be, shall be within five ten (510) business days of after the Final Settlement DateDate the amount of such adjustments (as finally established), by means of wire transfer in immediately available funds or by means of a certified bank check. Without limiting the foregoing obligation of Seller to timely pay, Purchaser may elect to offset its obligation under the Notes by any sums which may be due and owing hereunder by Seller to Purchaser.

Post-Closing Adjustments. As soon as practicable (a) Within 60 days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller the Buyer shall prepare and deliver to Purchaser the Seller statements showing, as at the Effective Date, the actual amount (or, as applicable, the amount conclusively established by definition) of: (i) the “Total Working Capital” (consisting of the actual Hotel Working Capital and the actual Seller Working Capital, with the latter to be supplied by the Seller not less than 45 days after the Closing Date, accompanied by a final settlement statement certificate of an officer of the Seller with knowledge of the matter, stating that to the best of such officer’s knowledge, the Seller Working Capital is true, complete and accurate in all material respects); (ii) the amount of aggregate expenditures on Miscellaneous Operating Supplies at each of the Hotels from January 1, 2005 through the Effective Date; (iii) the Capital Expenditures in respect of the Target North American Capex Amount; (iv) the Capital Expenditures in respect of the Target Foreign Capex Amount; (v) the PIP Expenditures and (vi) the Cash True-Up (the statements in clauses (i) through (vi) collectively, the “Final Settlement StatementClosing Statements”) setting forth ). The Closing Statements shall be presented in the same manner as the estimates prepared by the Buyer for each adjustment or payment (except that was not finally determined the Closing Statement for the Total Working Capital shall include the Seller Working Capital as aforesaid and that there shall be no estimate in respect of the Cash True-Up), and shall be accompanied by a certificate of an officer of the Buyer with knowledge of the matter, stating that to the best of such officer’s knowledge, each Closing Statement is true, complete and accurate in all material respects (except with respect to information furnished by the Seller in respect of the Seller Working Capital). The Seller and its Representatives shall have the right, at the Seller’s expense, to observe the cut-off procedures and physical inventory count as of the Effective Date at each Hotel. (b) Within ten (10) days of the delivery of the Closing and showing Statements, the calculation of such adjustments Seller and the resulting Final Purchase Price. Seller Buyer shall make its workpapers submit the Closing Statements and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make Closing Management Fee Statement to the Final Settlement StatementAccounting Firm. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement The Accounting Firm shall be deemed an acceptance engaged by Purchaser of both the Final Settlement Statement as submitted by Seller. The parties shall agree Seller and the Buyer to perform procedures and render its report with respect to the changes proposed Closing Statements and the Closing Management Fee Statement, and they shall each pay for one-half of the Accounting Firm’s fees and expenses. With respect to the Closing Statements, the Accounting Firm shall undertake the procedures outlined by Purchaserthe parties on Schedule 3.3(b), if anyand any such other procedures as may be agreed by the parties and the Accounting Firm, no later than sixty (60) days after Seller receives from Purchaser to verify whether such items were prepared in accordance with the written report described above containing Purchaser’s proposed changesterms of this Agreement. With respect to the Management Fees reflected on the Closing Management Fee Statement, the Accounting Firm shall verify the mathematical computation of such fees. With respect to the Reimbursables reflected on the Closing Management Fee Statement, the Accounting Firm shall verify the mathematical computation thereof and shall examine the back-up documentation for the Reimbursables maintained at the Hotels. If the Purchaser Accounting Firm determines that any adjustments or corrections are required to the Closing Statements or the Closing Management Fee Statement, it shall make adjustments thereto as it, in its sole discretion, deems appropriate. The Seller and Buyer shall, and the Seller cannot then agree upon Buyer shall cause the Final Settlement Statementmanagement of each Hotel to, cooperate fully with the determination Accounting Firm, and each party shall afford the Accounting Firm access to its books and records and employees, as the Accounting Firm deems necessary or desirable for the completion of its report. Each party shall have access to the workpapers and personnel of the amount of Accounting Firm to review and discuss the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”)’s work and determinations. The determination by determinations of the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by both the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DateBuyer.” In the event (ac) Within five (5) Business Days of the Final Purchase Price is more than Accounting Firm’s delivery of its final report, the Estimated Final Purchase Price, Purchaser shall pay to Seller or the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerBuyer, as the case may be, shall be within five transfer by wire transfer of United States dollars in immediately available funds to a bank account designated in writing by the other party the difference between the adjustments made to the Unadjusted Purchase Price (5pursuant to Section 3.2(c), above) days and the final determination of the Final Settlement DateAccounting Firm as set forth in Section 3.3(b), above. The interest on such sums shall accrue from the Effective Date to the date of such payment(s) at the Closing Interest Rate.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event not later than one hundred eighty ninety (18090) days thereafterafter the Closing Date, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally recognized industry accounting practices, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment to Purchase Price that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftadjustments. As soon as practicable after receipt of the such Final Settlement StatementStatement from Seller, but in and no event later than sixty thirty (6030) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes be made to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted proposed by Seller. The parties shall undertake to agree with respect to the changes proposed by Purchaser, if any, no amounts due pursuant to such Final Settlement Statement not later than sixty one hundred fifty (60150) days after the Closing Date. The final agreed price paid by Buyer to Seller receives from Purchaser for the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted Assets after all adjustments is hereinafter referred to a mutually agreed firm of independent public accountants (as the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. Final Purchase Price.” The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In If the event Buyer and Seller are unable to agree upon a Final Purchase Price within one hundred fifty (a150) days from the Closing Date, Seller shall select an independent accounting firm with expertise in oil and gas accounting from a list of three (3) such reputable firms provided by Buyer, which firm shall audit the disputed items on the Final Settlement Statement and determine the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount . The decision of such differenceindependent accounting firm shall be binding on Buyer and Seller, or (b) and the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount fees and expenses of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, independent accounting firm shall be within five (5borne one-half ( 1/2) days by each of the Final Settlement DateBuyer and Seller.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty ninety (18090) days thereafterfollowing the Closing Date, Seller Cedent shall prepare and deliver to Purchaser Reinsurer a final settlement statement statement, substantially in the form attached as Exhibit B (the “Cedent’s Final Settlement Reserve Statement”) ), setting forth each adjustment or payment that was not finally determined in reasonable detail Cedent’s calculation of the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR in accordance with the Reserve Methodology and the definitions thereof, which amounts shall be calculated, to the extent applicable, based upon the inventory of Reinsured Policies in-force as of the Effective Date that is included in the in force cession file to be delivered by Cedent to Reinsurer within ten (10) Business Days following the Closing Date pursuant to Section 3(a) of Article II and showing Exhibit VI-A of the calculation Reinsurance Agreement. The Cedent’s Final Reserve Statement shall be accompanied by a certificate signed by a senior officer of Cedent that Cedent’s Final Reserve Statement was prepared in accordance with this Section 2.4(a). (b) If Reinsurer reasonably disagrees that Cedent’s Final Reserve Statement was not determined in accordance with Section 2.4(a) or believes that Cedent’s Final Reserve Statement contains mathematical errors, Reinsurer may, within thirty (30) days after receipt of Cedent’s Final Reserve Statement, deliver a notice of disagreement (a “Notice of Disagreement”) to Cedent disagreeing with Cedent’s Final Reserve Statement and specifying in reasonable detail each item that Reinsurer in good faith disputes (each, a “Disputed Item”) and the amount in dispute for each such Disputed Item (determined in accordance with the Reserve Methodology). If Reinsurer does not deliver a Notice of Disagreement within such thirty (30) day period, then the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR shall be deemed to equal the amount provided in Cedent’s Final Reserve Statement. (c) If a Notice of Disagreement was timely delivered pursuant to Section 2.4(b), Cedent and Reinsurer shall, during the fifteen (15) days following Cedent’s receipt of such adjustments Notice of Disagreement (the “Resolution Period”), seek in good faith to reach agreement on the Disputed Items. If, by the end of the Resolution Period, Cedent and Reinsurer are unable to reach such agreement with respect to all of the Disputed Items, they shall promptly thereafter engage and submit the unresolved Disputed Items (the “Unresolved Items”) to Milliman (other than the Chicago office thereof) or other firm mutually agreed by the parties (the “Actuarial Firm”) which shall promptly review this Agreement and the resulting Final Purchase PriceUnresolved Items. Seller The Actuarial Firm shall make issue its workpapers written determination with respect to each Unresolved Item within thirty (30) days after the Unresolved Items are submitted for review. The Actuarial Firm’s determination of the Unresolved Items shall be in accordance with the Reserve Methodology and within the range of Cedent’s and Reinsurer’s disagreement with respect to each Unresolved Item, and the Actuarial Firm shall recalculate the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR (as applicable) after giving effect to its resolution of the Unresolved Items. Each party shall use commercially reasonable efforts to furnish to the Actuarial Firm such work papers, books, records and documents and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make pertaining to the Final Settlement StatementUnresolved Items as the Actuarial Firm may request. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementAbsent manifest error, the determination of the amount of the Final Settlement Statement Actuarial Firm shall be submitted to a mutually agreed firm of independent public accountants (final, binding and conclusive on Cedent and Reinsurer. Judgment may be entered upon the “Accounting Firm”). The determination by the Accounting Actuarial Firm shall be conclusive in accordance with Section 9.7. The fees, expenses and binding on costs of the parties hereto and shall be enforceable against Actuarial Firm incurred in rendering any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm determination pursuant to this Section 12.1 2.4 shall be borne by the Seller split equally between Cedent and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DateReinsurer.” In the event (ad) Each party shall use commercially reasonable efforts to provide promptly to the other party all relevant information and reasonable access to employees as such other party may reasonably request in connection with its review of the Cedent’s Estimated Net Settlement Statement, the Cedent’s Final Purchase Price is more than Reserve Statement or the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount Notice of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerDisagreement, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to the requesting party and its Representatives entering into any reasonable customary undertakings required by the other party’s accountants in connection therewith), and shall otherwise cooperate in good faith with such other party to arrive at a final determination of the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR; provided, that Cedent shall not be required to provide Reinsurer with any information set forth in the provisos to the definition of “Books and Records.” (e) As used herein, the “Adjusted Initial Ceded Total Reserves,” “Adjusted Initial Economic Reserves,” “Adjusted Initial Assumed IMR” and “Adjusted Initial Discounted IMR” shall be Initial Ceded Total Reserves, Initial Economic Reserves, Initial Assumed IMR and/or Initial Discounted IMR, respectively, each as finally determined pursuant to this Section 2.4. Following final determination of the Adjusted Initial Ceded Total Reserves, Adjusted Initial Economic Reserves, Adjusted Initial Assumed IMR and Adjusted Initial Discounted IMR, whether by the absence of timely delivery of Notice of Disagreement or pursuant to Section 2.4(c): (i) Cedent shall pay to Reinsurer the excess, if any, of the Adjusted Initial Ceded Total Reserves over the Estimated Initial Ceded Total Reserves; and Reinsurer shall pay to Cedent the excess, if any, of the Estimated Initial Ceded Total Reserves over the Adjusted Initial Ceded Total Reserves; (ii) Cedent shall pay to Reinsurer the excess, if any, of the Adjusted Initial Assumed IMR over the Estimated Initial Assumed IMR; and Reinsurer shall pay to Cedent the excess, if any, of the Estimated Initial Assumed IMR over the Adjusted Initial Assumed IMR; (iii) Cedent shall pay to Reinsurer the excess, if any, of the Estimated Initial Discounted IMR over the Adjusted Initial Discounted IMR; and Reinsurer shall pay to Cedent the excess, if any, of the Adjusted Initial Discounted IMR over the Estimated Initial Discounted IMR; and (iv) Cedent shall pay to Reinsurer the excess, if any, of the Estimated Initial Allowance over the Adjusted Allowance; and Reinsurer shall pay to Cedent the excess, if any, of the Adjusted Allowance over the Estimated Initial Allowance. “Adjusted Allowance” means the difference of the Adjusted Initial Ceded Total Reserves and the Adjusted Initial Economic Reserves. The payments contemplated by the foregoing clauses (i)-(iv) of this Section 2.4(e) shall be settled on a net basis within five (5) days Business Days after such amounts have been resolved pursuant to this Section 2.4, by wire transfer of the Final Settlement Dateimmediately available funds to an account designated by Reinsurer or Cedent, as applicable. The amount of any payment to be made pursuant to this Section 2.4(e) shall not bear any interest.

Post-Closing Adjustments. As soon as practicable On or before 120 days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller with the assistance of Buyer’s staff and with access to such records as reasonably necessary, shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Base Purchase Price or payment that was not finally determined as of the Closing (including payments pursuant to Section 4.8 relating to any Title Defect Reduction Amount and Section 5.5 relating to any Environmental Defect Reduction Amount) and showing the calculation of such adjustments adjustment and the resulting Purchase Price as finally adjusted (the “Final Purchase Price”). Seller The Final Settlement Statement shall make its workpapers set forth all ▇▇▇▇▇ (on a Well-by-Well or property-by-property basis) and other information available pipeline imbalances for which no adjustments to Purchaser to review the Base Purchase Price were made in order to confirm the adjustments shown on Seller’s draftPreliminary Settlement Statement. As soon as practicable after receipt of the Seller’s proposed Final Settlement Statement, but in no any event later than sixty (60) on or before 30 days thereafterafter receipt of Seller’s proposed Final Settlement Statement, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any Buyer’s failure by Purchaser to deliver to Seller the a written report detailing Purchaser’s proposed changes to the proposed Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement such 30 day period shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Seller. The parties Parties shall attempt in good faith to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty (60) 30 days after receipt by Seller receives from Purchaser of Buyer’s comments on the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, established shall be herein called the “Final Settlement Date.” In the event (a) If the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount plus the Deposit plus the amount deposited into the Defect Escrow Account at Closing, Purchaser Buyer shall pay to Seller the amount of such difference, or (b) . If the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount plus the Deposit plus the amount deposited into the Defect Escrow Account at Closing, Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any such payment by Buyer or Seller shall be by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be funds within five (5) days of 5 Business Days after the Final Settlement Date. No further adjustments to the Base Purchase Price shall be made.

Post-Closing Adjustments. As soon as practicable (a) The Initial Sale Price shall be determined after the ClosingClosing Date as follows: (i) Within 30 days after the Closing Date, but in no event later than one hundred eighty (180) days thereafter, the Seller shall prepare and deliver to Purchaser a final settlement statement the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the “"Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Settlement Statement”Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth each adjustment or payment that was not finally determined as their respective positions on the Unresolved Objections. Each of the Closing and showing the calculation of such adjustments Buyer and the resulting Final Purchase Price. Seller may (but shall make its workpapers and not be required to) submit to the Accountant (with a copy delivered to the other information available to Purchaser to review in order to confirm Party on the adjustments shown on Seller’s draft. As soon as practicable same day), within 60 days after receipt the date of the Final Settlement Statementengagement of the Accountant, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make memorandum responding to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes initial memorandum submitted to the Final Settlement Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement within sixty of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (60iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days following Purchaser’s receipt after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Final Settlement Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed an acceptance to be the Final Closing Balance Sheet. (6) The resolution by Purchaser the Accountant of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm Unresolved Objections shall be conclusive and binding on upon the parties hereto Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be enforceable against the sole and exclusive method for resolving any party hereto such disputes; provided that this provision shall not prohibit either Party from instituting litigation in any court to enforce the ruling of competent jurisdiction. Any costs the Accountant. (7) The Buyer and the Seller shall share the fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be borne by responsible for an amount equal to the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the total amount of such differencefees and expenses multiplied by a fraction, orthe numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Purchase Price Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Purchase Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment funds to an account or accounts designated in writing by Purchaser or the Seller, as and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case may beunder clause (i) or (ii) of this Section 1.6(c), shall be within in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) days per annum calculated from and including the Closing Date to, but not including, the date of the Final Settlement Datepayment.

Post-Closing Adjustments. As soon as practicable (a) Not later than 30 days after the ClosingEffective Time (such actual date of delivery, but in no event later than one hundred eighty (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser a final settlement statement balance sheet dated as of the Effective Time based on Seller’s books and records and using the internal accounting procedures of Seller consistently applied reflecting the Transferred Assets and the Transferred Liabilities (the “Final Settlement StatementPost-Closing Balance Sheet”) setting forth each adjustment or payment that was not finally determined as ), together with a copy of Seller’s calculation of the Closing and showing the calculation of such adjustments Date Payment Amount as adjusted hereunder and the resulting Final Purchase Priceamounts payable thereunder. Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon Post-Closing Balance Sheet. (b) Except as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and unless within 90 days after receipt by Purchaser of the Post-Closing Balance Sheet, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten Business Days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a national independent accounting firm selected by mutual agreement between Seller and Purchaser. Such accounting firm shall be instructed to resolve the disputed items within ten Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any party hereto in any court of competent jurisdiction. Any costs and expenses incurred such accounting firm shall be paid by the Accounting Firm Purchaser, unless either (x) the amount of the net adjustment payable to Purchaser is more as a result of the Post-Closing Balance Sheet is more than 110% of the final net adjustment determined to be payable to Purchaser by such accounting firm or (y) the amount of the net adjustment payable to Seller as a result of the Post-Closing Balance Sheet is less than 90% of the final net adjustment determined to be payable to Seller by such accounting firm. Notwithstanding the foregoing provisions of this Subsection, if at any time within three months after the Post-Closing Balance Sheet Delivery Date either party discovers an error in the calculation of the Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to this Section 12.1 shall be borne by Section, being at least $50,000, individually or in the Seller and the Purchaser equally. The date upon which aggregate with all such agreement is reached errors, more or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase PricePrice would have been but for such error, and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. If the parties disagree on the existence or magnitude of an error within ten Business Days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items. (c) Not later than the close of business on the fifth day following the determination of the Post-Closing Balance Sheet (the “Adjustment Payment Date”), Seller and Purchaser shall pay effect the transfer of any funds as may be necessary to Purchaser reflect changes in such assets and liabilities between the amount of Pre-Closing Balance Sheet and the Post-Closing Balance Sheet to the extent such differenceassets and liabilities were used to calculate the Purchase Price pursuant to Section 2.2(a) and the resulting changes in the Purchase Price as a result thereof, in either event by wire transfer in immediately available funds. together with interest thereon computed from the Effective Time up to but not including the Adjustment Payment by Purchaser or Seller, as Date at the case may be, shall be within five (5) days of the Final Settlement Dateapplicable Federal Funds Rate.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsfunds or, if the amount of such difference is less than Twenty-Five Thousand Dollars ($25,000.00), by check. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. (a) As soon as reasonably practicable after the ClosingClosing Date, but in no event later than one hundred eighty fifteen (18015) days Business Days thereafter, Seller shall prepare and deliver to Purchaser: (i) an updated Schedule 3.4 (Deposits) and Schedule 3.4(i) (purchased Excluded Deposits) that shall accurately reflect the related balances, including Accrued Interest thereon, as of the Close of Business on the Closing Date; (ii) an updated Schedule 3.6 (Loans) that shall accurately reflect the related balances, including Accrued Interest thereon, as of the Close of Business on the Closing Date; (iii) an updated Schedule 9.3(a)(i) that shall accurately reflect the amount of Cash on Hand as of the Close of Business on the Closing Date, which schedule shall be prepared by Seller based upon a cash count to be mutually conducted by Seller and Purchaser at the Close of Business on the Closing Date; and (iv) an updated Schedule 9.3(a)(ii) that shall accurately reflect the amount of Prepaid Expenses and other fees and expenses to be prorated between the parties as of the Close of Business on the Closing Date. (b) As soon as reasonably practicable after the Closing Date, but no later than fifteen (15) Business Days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as substantially in the form of the Closing Exhibit G hereto, and showing supported by appropriate schedules and exhibits, which shall show the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available Payment Amount based upon the updated schedules delivered pursuant to Purchaser to review in order to confirm the adjustments this Section 9.5. (c) The final payment amount shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmFinal Payment Amount”). The determination by the Accounting Firm ) shall be conclusive and binding on paid in the parties hereto and following manner: if the Cash Payment shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which have been greater than the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase PricePayment Amount, Purchaser shall pay refund to Seller the amount of difference between such difference, or (b) amounts; if the Final Purchase Price is Cash Payment shall have been less than the Estimated Final Purchase PricePayment Amount, Seller shall pay to Purchaser the amount difference between such amounts. Such refund or payment shall be made simultaneous with the delivery of such differenceFinal Settlement Statement, in either event by wire transfer in immediately available funds. a credit or charge to the Correspondent Account for the Final Payment by Purchaser or SellerAmount together with interest thereon for the number of calendar days from and including the Closing Date to such settlement date, as but excluding such settlement date, at the case may be, rate per annum equal to the Federal Funds Rate. (d) The Final Settlement Statement shall be final and binding upon Purchaser five (5) Business Days after delivery unless Purchaser gives written notice to Seller setting forth with specificity any objection Purchaser has with respect to any item contained in the Final Settlement Statement (“Purchaser’s Objection”). Seller and Purchaser shall use their reasonable best efforts to resolve any disagreement during the ten (10) day period following receipt by Seller of Purchaser’s Objection. If Purchaser and Seller are unable to resolve their disagreement within such ten-day period, the accounting firm of ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP shall resolve such disagreement and modify the Final Settlement Statement accordingly, which shall thereafter be deemed final and binding. Any payment called for by the accountant’s adjustment to the Final Settlement Statement shall be made within five (5) days Business Days after the accountant’s determination is delivered to the parties. (e) Purchaser and Seller shall share equally in the cost of any accountant unless the adjustment in the Final Settlement DateStatement does not increase Seller’s payment to Purchaser, in which case all costs of such accountant shall be borne by Purchaser.

Post-Closing Adjustments. As soon promptly as practicable after the Closingpracticable, but in no event later than one hundred eighty forty-five (18045) days thereafterfollowing the Closing Date, Seller Purchaser shall prepare and deliver cause to Purchaser a final settlement statement (be determined the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined aggregate amount of Accounts Receivable plus Inventory as of the Closing Date (the “Closing Date Working Capital Balance”), determined in accordance with GAAP and showing with past practice of Seller (including the calculation valuation of Inventory at fully loaded cost) (provided that Accounts Receivable whose aging is beyond 90 days shall be valued at 30 percent of gross amount and any receivable deemed to be uncollectable shall be valued at zero) by retaining an independent inventory taking service provider mutually selected by Purchaser and Seller on or before the Closing Date to perform such adjustments calculation. Notwithstanding anything herein to the contrary, the Closing Date Working Capital Balance shall be increased by an amount equal to all payments made by Seller prior to the Closing Date in respect of Inventory (and associated shipping and freight charges), to the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review extent that such Inventory remains in order to confirm the adjustments shown transit or otherwise is not included in Inventory on Seller’s draft. As soon balance sheet as practicable after receipt of the Final Settlement Statement, but in Closing Date; provided that no event later than sixty (60) days thereafter, Purchaser such adjustment shall deliver to Seller a written report containing any changes that Purchaser proposes to make be made to the Final Settlement StatementClosing Date Working Capital Balance if such amount resulted in an add-back to the Cash Purchase Price pursuant to Section 3.1(a)(i)(C). The Closing Date Working Capital balance shall be subject to Seller’s approval, not to be unreasonably withheld or delayed. The cost of the Inventory taking shall be divided equally between Seller and Purchaser. If the Closing Date Working Capital Balance is less than the Estimated Working Capital Balance, the Cash Price shall be adjusted downward on a dollar for dollar basis by the amount of such difference. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes adjustments to the Final Settlement Statement Cash Price made pursuant to this Section 3.1(e)(ii) shall be made within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing Date. If the adjustment contemplated hereby requires payment to be made by Seller to Purchaser, Escrow Agent shall, promptly upon receipt of Notice from the Parties make such payment to Purchaser and by wire transfer of immediately available funds to an account designated in advance in writing by Purchaser. In such event, Escrow Agent shall release the Seller cannot then agree upon the Final Settlement Statement, the determination balance of the amount of Holdback to Seller less the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Indemnity Claim Holdback (the “Accounting Firm”defined below). The determination by If the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant Holdback is not sufficient to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which satisfy such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Priceadjustment, Seller shall promptly pay the balance to Purchaser Purchaser. If the amount adjustment contemplated hereby does not require payment to be made by Seller to Purchaser, Escrow Agent shall, promptly upon receipt of such differenceNotice from the Parties, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as release the case may be, shall be within five Holdback to Seller less the Indemnity Claim Holdback (5) days of the Final Settlement Datedefined below).

Post-Closing Adjustments. As soon as practicable after (a) Within 60 days following the ClosingEffective Time, but in no event later than one hundred eighty the Buyer shall at its expense prepare or cause to be prepared and delivered to the Parent the Preliminary Closing Date Balance Sheet and the calculation of Net Working Capital. The Preliminary Closing Date Balance Sheet (1801) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (will present fairly the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined consolidated financial position of the Fastener Business as of the Closing Date, (2) will be in conformity with GAAP, and showing (3) will be prepared in a manner consistent with and using the same principles and line items as those set forth on the March Pro Forma Balance Sheet -- As Adjusted, including those principles set forth on Schedule 2.7(a), and no categories of assets or liabilities shall be included on or excluded from the Preliminary Closing Date Balance Sheet that were not included on or excluded from the March Pro Forma Balance Sheet -- As Adjusted except as provided in Sections 2.7(a)(iii), (iv), (v), (vi), (vii), (viii) and (ix) and Schedules 1.93(a), (b) and (c); provided, however, that the following additional principles shall in any event govern the preparation of the Preliminary Closing Date Balance Sheet: (i) All intradivisional account balances, including receivables and payables, among the Fastener Businesses shall be in balance (i.e., net to zero when consolidated within the Fastener Business) and all Intercompany Accounts payable or receivable shall be settled prior to the Closing Date and no such amounts shall be reflected on the Preliminary Closing Date Balance Sheet. (ii) All inventory shall be valued in a manner consistent with the principles set forth on Schedule 2.7(a). On, or immediately following the Closing Date, the Buyer shall have the right to have physical inventories conducted and observed by its representatives and representatives of the Sellers as well as audit testing of physical inventory cycle counts at the Buyer's expense. The results of this activity will be reflected on the Preliminary Closing Date Balance Sheet. (iii) In the event the Parent notifies the Buyer that it intends for the Buyer to assume the Estimated Transferred Fastener Subsidiary Debt pursuant to Section 2.3(b), there shall be included on the Preliminary Closing Date Balance Sheet an amount equal to the actual amount of the debt of the Transferred Fastener Subsidiaries as of the Closing Date, plus the amount of all costs associated with the Buyer assuming the debt of the Transferred Fastener Subsidiaries, including, without limitation, interest rate step ups, make whole payments, prepayment penalties and any other payment required to be made upon a "change of control" (the "Actual Transferred Subsidiary Debt"). None of the Actual Transferred Subsidiary Debt shall be recorded on the Preliminary Closing Date Balance Sheet as a "Current Liability" or otherwise included in the calculation of such adjustments and Net Working Capital. (iv) There shall be no cash or cash equivalents recorded on the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review Preliminary Closing Date Balance Sheet in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt respect of the Final Settlement Statement, but in no United States Fastener Business. In the event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing there is any changes cash or cash equivalents on the Fastener Business Books and Records that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt has not been distributed as of the Final Settlement Statement Closing Date out of the Transferred Fastener Subsidiaries organized in jurisdictions outside of the United States there shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding recorded on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller Closing Date Balance Sheet under "Current Assets" the amount of such differencecash and cash equivalents (the "Remaining Cash"); provided, or (b) the Final Purchase Price is less than the Estimated Final Purchase Pricehowever, Seller shall pay to Purchaser the amount of such differencecash and cash equivalents shall not be included in the calculation of Net Working Capital. (v) The dollar amount of the Overdue Closing Receivables retained by the Sellers at the Closing pursuant to the Buyer Closing Receivables Notice shall be recorded as a separate line item to be part of "current assets" on the Preliminary Closing Date Balance Sheet solely for purposes of ensuring that the Parent does not pay twice for the Overdue Closing Receivables and not for purposes of including such Overdue Closing Receivables in the Fastener Business Assets or Assumed Fastener Business Liabilities. In addition, there shall be no "Allowance for Doubtful Accounts" reserve recorded on the Preliminary Closing Date Balance Sheet. (vi) The amount of the reserve for environmental, health, safety and litigation on the Preliminary Closing Date Balance Sheet shall be equal to $8,450,000 but shall not be included in the calculation of Net Working Capital. (vii) The Multivision Investment, the Other Asset - Purchase Accounting/Restructuring Account and the Other Asset - Cash Clearing Account at Aichach, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, each case as the case may beset forth on Schedule 1.54, shall not be within five (5) days of included on the Final Settlement DatePreliminary Closing Date Balance Sheet.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than on or before one hundred eighty twenty (180120) days thereafterafter Closing, the Seller Representative shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments adjustment and the resulting final Purchase Price, including each final Per Seller Purchase Price (the “Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft”). As soon as practicable after receipt of the Seller Representative’s proposed Final Settlement Statement, but in no event later than sixty on or before thirty (6030) days thereafterafter such receipt, Purchaser Buyer shall deliver to the Seller Representative a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any Buyer’s failure by Purchaser to deliver to the Seller the Representative a written report detailing Purchaser’s proposed changes to the proposed Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement by that date shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Sellerthe Seller Representative. The parties Buyer and the Seller Representative shall endeavor to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and receipt by the Seller cannot then agree upon Representative of Buyer’s comments to the proposed Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, established for the Transaction shall be herein called the “Final Settlement Date.” In the event (a) If the Final Purchase Price allocable to any Seller is more than the Estimated Final Purchase Pricerelevant Per Seller Closing Amount, Purchaser Buyer shall pay to such Seller the amount of such difference, or (b) . If the Final Purchase Price allocable to any Seller is less than the Estimated Final Purchase Pricerelevant Per Seller Closing Amount, such Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any payment by Buyer or any Seller shall be by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, Any such payment shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Not later than fifteen (15) business days after the Closing, but in no event later than one hundred eighty Effective Date (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser Buyer a final settlement statement balance sheet dated as of the Effective Date reflecting the assets sold and assigned hereunder as set forth in Section 1.2(a), and the liabilities transferred and assumed hereunder prepared in accordance with generally accepted accounting principles (the “Post-Closing Balance Sheet” or “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined substantially in the form attached hereto as Exhibit 2.3(a). Additionally, Seller shall deliver to Buyer a list of the Closing and showing Loans purchased, individually identified by account number, which list shall be appended to the calculation ▇▇▇▇ of such adjustments and the resulting Final Purchase PriceSale. Seller shall make afford Buyer and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documents used by Seller in order to confirm preparing the adjustments shown on Seller’s draftPost-Closing Balance Sheet. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty Within fifteen (6015) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) business days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Post-Closing Balance Sheet Delivery Date (the “Accounting FirmAdjustment Payment Date”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerBuyer, as the case may be, shall effect the offer of any funds as may be within five (5) days necessary to reflect changes in the Par Value of the Final Settlement Loans Purchased or the Assumed Liabilities between the Closing Balance Sheet and the Post-Closing Balance Sheet together with interest thereon computed from the Effective Date to the Adjustment Payment Date at the applicable Interest Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date, all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the rate of two and one-half percent (2.5%) per annum (the “Interest Rate”).

Post-Closing Adjustments. As soon as practicable after the Closing(a) Azoff Management shall deliver to MSG Member, but in no event later than one hundred eighty within ten (18010) days thereafterfollowing the Closing Date, Seller shall prepare and deliver to Purchaser a final settlement statement notice (the “Final Settlement StatementClosing Adjustments Notice”) setting forth each adjustment or payment that was not finally determined as Azoff Management’s calculation of (i) the operating cash flows of the Contributed Business (calculated on the basis of actual cash received and actual cash expenses paid, in each case to the extent relating solely to the period on and after August 1, 2013) during the period August 1, 2013 through the close of business on the day prior to the Closing Date (the “Interim Period Statement”), and showing (ii) a statement of all amounts paid by AMM prior to August 1, 2013 to the calculation extent they relate solely to the period on or after August 1, 2013 under the Prepayment Arrangements (the “Prepayments” and, together with the net amount of operating cash reflected on the Interim Period Statement, the “Closing Adjustments”), together in each case with documentation reasonably necessary to support Azoff Management’s calculations and shall give MSG Member and its Affiliates access, during normal business hours and upon reasonable notice, to such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt employees and books and records of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement Contributed Business as submitted by SellerMSG Member may reasonably request. The parties shall agree MSG Member must deliver written notice to Azoff Management setting forth in reasonable detail any objections it has with respect to the changes proposed by Purchaser, if any, Closing Adjustments no later than sixty thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If date on which Azoff Management delivered the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Closing Adjustments Notice (the “Accounting FirmNotice of Objection”). The determination by If MSG Member does not so deliver the Accounting Firm Notice of Objection within such thirty (30) day period, the Closing Adjustments Notice shall be become conclusive and binding on the parties hereto for all purposes of this Agreement. If MSG Member does so deliver the Notice of Objection within such thirty (30) day period, then Azoff Management and MSG Member shall be enforceable against any party hereto use good faith efforts to resolve all the objections contained in any court the Notice of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called Objection (the “Final Settlement DateObjections”) within such thirty (30) day period.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) If MSG Member and Azoff Management are unable to resolve all of the Final Purchase Price is less than Objections within said thirty (30) day period, they shall refer any remaining Objections that have not been resolved by such date to the Estimated Final Purchase PriceCPA Firm, Seller which, acting as experts and not as arbitrators, shall pay make its determination as to Purchaser the amount resolution of such difference, in either event by wire transfer in immediately available fundsremaining Objections. Payment by Purchaser or Seller, as The CPA Firm’s determination with respect to the case may be, remaining Objections shall be conclusive and binding upon the parties. Azoff Management shall make readily available to the CPA Firm all relevant books and records and any work papers relating to the Closing Adjustment Notice and all other items reasonably requested by the CPA Firm in connection therewith. (c) Promptly (and in any event within five (5) days Business Days) after all aspects of the Final Settlement DateClosing Adjustments shall have become conclusive and binding on the parties pursuant to the foregoing provisions, (i) if the Closing Adjustments amount is a positive number (i.e., the net positive operating cash flow exceeds the Prepayments), Azoff Management will pay the absolute value thereof to Newco by wire transfer of immediately available funds to an account or accounts designated by Newco and (ii) if the Closing Adjustments amount is a negative number, then Newco will pay the absolute value thereof to Azoff Management by wire transfer of immediately available funds to an account or accounts designated by Azoff Management. (d) For the avoidance of doubt, Newco shall not pay any expenses relating to any period prior to August 1, 2013. If at any time Azoff Management or its Affiliates receive or received any cash revenues or other payments in respect of the operations of the Contributed Business on or after August 1, 2013 and such revenues or other payments were not reflected in the Closing Adjustment, Azoff Management shall promptly turn over such cash revenues or other payments to Newco. If at any time Newco receives any cash revenues or other payments in respect of the operations of the Contributed Business prior to August 1, 2013, Newco shall promptly turn over such cash revenues or other payments to Azoff Management.

Post-Closing Adjustments. As soon (a) After the Arrangement, the Surviving Corporation shall hire an auditor, licensed by the U.S. Public Corporation Accounting Oversight Board, to perform an audit (in accordance with U.S. Generally Accepted Accounting Principles) of the balance sheet of Comamtech as practicable after of the ClosingClosing Date (the “Opening Balance Sheet Audit”). Such Opening Balance Sheet Audit shall include line items for Comamtech’s assets, but in no event later than one hundred eighty (180) days thereafterliabilities and shareholders’ equity as of the Closing Date. Comamtech shall provide the Surviving Corporation’s auditors and accounting and other personnel access to the books and records of Comamtech and any other documents or information reasonably requested. On or before August 25, Seller 2011, the Surviving Corporation shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Purchase Price Statement”) setting forth each adjustment or payment that was not finally determined its good faith computation of the shareholders’ equity as of August 15, 2011. The Purchase Price Statement shall include the Closing balances from the Opening Balance Sheet Audit with adjustments for realized and showing unrealized gains and losses and income and expenses from the disposition and maintenance of the assets and liabilities on the Opening Balance Sheet Audit. The Surviving Corporation shall deliver such Purchase Price Statement to the Shareholder Representatives together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Statement. Following the delivery of the Purchase Price Statement, the Surviving Corporation shall provide the Shareholder Representatives prompt and reasonable access to the Surviving Corporation’s auditors and accounting and other personnel to the books and records and any other documents or information reasonably requested by the Shareholder Representatives in order to allow the Shareholder Representatives to verify the accuracy of the computation set forth in the Purchase Price Statement. (b) If the Shareholder Representatives disagree with the calculation of any of the items set forth in the Purchase Price Statement, the Shareholder Representatives shall notify the Surviving Corporation in writing of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable disagreement (an “Objection Notice”) within 10 days after receipt of the Final Settlement Statement, but Purchase Price Statement by the Shareholder Representatives. Any Objection Notice shall (i) specify in no event later than sixty reasonable detail the nature of any disagreement so asserted and (60ii) days thereafter, Purchaser specify the line item or items in the Purchase Price Statement with which the Shareholder Representatives disagree and the amount of each such line item or items as calculated by the Shareholder Representatives. The Shareholder Representatives shall be deemed to have agreed with all items and amounts included in the Purchase Price Statement except such items that are specifically disputed in the Objection Notice. If the Shareholder Representatives fail to deliver to Seller a written report containing any changes that Purchaser proposes to make an Objection Notice to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement Surviving Corporation within sixty (60) 10 days following Purchaser’s after receipt of the Final Settlement Purchase Price Statement by the Shareholder Representatives, the Purchase Price Statement shall be deemed final and binding on the Comamtech Shareholders and the DecisionPoint Shareholders. (c) If the Shareholder Representatives deliver an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Objection Notice to the changes proposed by PurchaserPurchase Price Statement within 10 days following the receipt of such statement, if any, no later than sixty (60) then the Shareholder Representatives and the Surviving Corporation shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within ten days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementdelivery of an Objection Notice, the determination of the amount of the Final Settlement Statement issues remaining in dispute shall be submitted to a mutually agreed firm neutral auditor selected by the Shareholder Representatives and Board of independent public accountants Directors of the Surviving Corporation (the “Accounting FirmNeutral Auditor”), each acting reasonably. Within 5 days of selecting the Neutral Auditor, the Shareholder Representatives shall furnish or cause to be furnished to the Neutral Auditor such work papers and other documents and information relating to the disputed issues as they may deem necessary or appropriate or as the Neutral Auditor may request and that are available to that party or its agents. Further, the Shareholder Representatives shall be afforded the opportunity to present to the Neutral Auditor any material relating to the disputed issues and to discuss the issues with the Neutral Auditor, provided, however, that no party shall have any discussions with the Neutral Auditor without first providing the other parties with notice of such discussions and a reasonable opportunity to attend, observe or otherwise participate in such discussions. The Neutral Auditor will deliver to the Shareholder Representatives, as promptly as practicable and in any event within 21 days after its appointment, a written determination (which determination shall include a worksheet setting forth all material calculations used in arriving at such determination and shall be based solely on information provided to the Neutral Auditor by the Accounting Firm Shareholder Representatives of the disputed items. In resolving any disputed item, the Neutral Auditor: (i) shall be conclusive bound by the principles set forth in this Section and (ii) shall limit its review to the line items and items specifically set forth in and properly raised in an Objection Notice. The Neutral Auditor’s determination shall be final and binding on the parties hereto Comamtech Shareholders and the DecisionPoint Shareholders. (d) Upon the agreement of the Shareholder Representatives or the decision of the Neutral Auditor, or if the Shareholder Representatives fail to deliver an Objection Notice within the 10 day period provided in this section, the Purchase Price Statement, as adjusted (if necessary), including the final (as adjusted pursuant hereto) shareholders’ equity balance (the “Final Shareholders’ Equity Balance”) shall constitute the final shareholders’ equity balance for all purposes hereunder. (e) If the Final Shareholders’ Equity Balance exceeds $7,633,000, then the shareholders of Comamtech at the Record Date shall be enforceable against any party hereto in any court entitled to receive on a pro rata basis, to be issued as additional consideration, shares equal to the Additional Comamtech Shares on Schedule 5 according to the Final Shareholders’ Equity Balance. (f) If the Final Shareholders’ Equity Balance is less than $7,233,000, then the shareholders of competent jurisdiction. Any costs and expenses incurred by DecisionPoint at the Accounting Firm pursuant to this Section 12.1 Record Date shall be borne by entitled to receive on a pro rata basis, to be issued as additional consideration, shares equal to the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which Additional DecisionPoint Shares on Schedule 5 according to the Final Purchase Price is establishedShareholders’ Equity Balance. (g) The Additional Comamtech Shares or Additional DecisionPoint Shares, if any, shall be herein called distributed in accordance with the “Final Settlement Dateforegoing on or before October 31, 2011.” In the event (ah) It is agreed that any costs related to the audit shall not be accrued as liabilities in the Opening Balance Sheet Audit or in the Final Purchase Price is more than Shareholders’ Equity Balance. The Shareholder Representatives may consult with such professional advisors as they may deem reasonably necessary in order to verify the Estimated Final Purchase Price, Purchaser shall pay to Seller accuracy or computations set forth herein at the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days expense of the Final Settlement DateSurviving Corporation, it being understood that such professional advisory expenses shall in no event exceed $10,000.

Post-Closing Adjustments. The following adjustments shall be made following Closing: 2.6.4.1 As soon as practicable after the Closingpracticable, but in no any event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser following the written report described above containing Purchaser’s proposed changes. If the Purchaser Closing Date, ▇▇▇▇▇ Tulsa shall cause to be prepared and delivered to the Seller cana statement (the “Post-Closing Statement”) setting forth the aggregate value of all adjustments to the Purchase Price required by Section 2.6.3.1 and Section 2.7.3 not then agree upon previously effected (the Final Settlement Statement, “Adjustment Balance”) (with adjustments reducing the determination Purchase Price to an amount less than the amount of estimated Purchase Price paid at Closing being a negative number to the extent of the deficit and adjustments increasing the Purchase Price to an amount in excess of the amount of estimated Purchase Price paid at Closing being a positive number to the Final Settlement extent of such surplus) together with reasonably detailed information supporting the Adjustment Balance. Upon receipt of the Post-Closing Statement, the Seller and the Seller’s independent accountants shall be permitted during the succeeding thirty (30) day period to examine the Post-Closing Statement, the supporting information provided by the Buyers and such other documents as the Seller may reasonably request in connection with its review. If, within thirty (30) days following delivery of the Post-Closing Statement, the Seller shall not have given ▇▇▇▇▇ Tulsa notice of the Seller’s objection to any of the computations in the Post-Closing Statement (which notice shall contain a reasonably detailed statement of the basis of such objection), then the Post-Closing Statement will be final and binding upon the Parties. If the Seller gives notice to ▇▇▇▇▇ Tulsa of the Seller’s objection, and the Seller and ▇▇▇▇▇ Tulsa are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, such dispute shall be finally and exclusively referred to and settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”); provided, that the foregoing shall not prevent any Party from seeking any court order in aid of arbitration and, provided further, that only disputes between the Parties related to the Adjustment Balance shall be submitted to a mutually agreed firm and determined through arbitration, and this provision shall not limit the applicability of independent public accountants (Section 11.6 below to all other disputes arising out of or related to this Agreement. In the “Accounting Firm”)event of any conflict between the Commercial Arbitration Rules of the AAA and the provisions of this Section, the provisions of this Section shall govern and control. The determination by the Accounting Firm arbitration shall be conclusive heard and binding on the parties hereto and determined by three (3) neutral arbitrators. Each side shall be enforceable against any party hereto in any court appoint an arbitrator of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be its choice within five (5) days of the Final Settlement Datesubmission of a notice of arbitration. The Party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within five (5) days following the appointment of both Party-appointed arbitrators. If the Party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or one Party fails or refuses to appoint its Party-appointed arbitrator within the prescribed period, the appointing authority for the presiding arbitrator and/or such Party-appointed arbitrator shall be the AAA, which, in each case, shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim or bear any relationship to either Party. Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) the arbitration proceedings shall be held in Dallas, Texas; (ii) the arbitrators shall be and remain at all times wholly independent and impartial; (iii) the arbitration proceedings shall be conducted under the Commercial Arbitration Rules of the AAA, as amended from time to time; (iv) any procedural issues not determined under the arbitration rules selected pursuant hereto shall be determined by the arbitration act and any other Laws of the State of Utah, other than those laws which would refer the matter to another jurisdiction; (v) all decisions and awards by the arbitration tribunal with respect to the determination of the Adjustment Balance shall be made by majority vote, shall be reduced to writing, shall state the reasoning on which the award is based, shall be final and binding without the right of appeal and shall constitute the final and exclusive determination of the Adjustment Balance for purposes of the Post-Closing Statement; (vi) the Adjustment Balance determined by the arbitrators shall be promptly paid free of any deduction or offset; and (vii) any costs or fees incident to enforcing the Adjustment Balance determined by the arbitrators shall, to the maximum extent permitted by Law, be charged against the Party resisting such enforcement. The fees of the arbitrators shall be borne by ▇▇▇▇▇ Tulsa, on the one hand, and the Seller, on the other hand, in the same proportion that the dollar amount of disputed items lost by ▇▇▇▇▇ Tulsa, on the one hand, or the Seller, on the other hand, bears to the total dollar amount in dispute that is resolved by the arbitrators, and the arbitrators shall set forth apportionment of such fees (according to the foregoing) as part of their decision. Each of the respective Parties shall bear all other fees, costs and expenses of the arbitration proceedings (including reasonable attorneys’ fees and costs) incurred by such Party. The arbitration shall proceed in the absence of a Party who, after due notice, fails to answer or appear; determination of the Adjustment Balance shall not be made solely on the default of a Party, but the arbitrator(s) shall require the Party that is present to submit such evidence as the arbitrators may determine is reasonably required to determine the Adjustment Balance. 2.6.4.2 If the Adjustment Balance, as finally determined pursuant to Section 2.6.4.1, is less than zero, then the Seller shall pay to ▇▇▇▇▇ Tulsa an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of ▇▇▇▇▇ Tulsa, as may be designated by ▇▇▇▇▇ Tulsa. If the Adjustment Balance is greater than zero, ▇▇▇▇▇ Tulsa shall pay to the Seller an amount equal to the surplus by wire transfer of immediately available funds to such account or accounts of the Seller, as may be designated by the Seller. Such amounts shall be paid by the applicable Party to the other Party within two (2) Business Days of the final determination of the Adjustment Balance pursuant to Section 2.6.4.1, which amount of the payment shall bear interest from and including the Closing Date to, but excluding, the date of payment at a rate per annum equal to 4%. Such interest shall be payable at the same time as the payments to which it relates and shall be calculated on the basis of a year of three hundred sixty-five (365) days and the actual number of days for which it is due. 2.6.4.3 Each Party agrees that, following the Closing, it shall not knowingly take any actions with respect to the accounting books, records, policies and procedures of the Business that would obstruct or prevent the preparation of the Post-Closing Statement as provided in this subsection. The Seller shall cooperate in the preparation of the Post-Closing Statement, including providing customary certifications to each Buyer, or, if requested, to each Buyer’s independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to this Section. The Buyers and the Seller shall each bear its own expenses incurred in connection with the preparation and review of the Post-Closing Statement.

Post-Closing Adjustments. As soon as practicable (a) Not later than the close of business on the thirtieth (30th) day after the ClosingEffective Time (such actual date of delivery, but in no event later than one hundred eighty (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser a final settlement statement balance sheet dated as of the Effective Time based on Seller’s books and records and using the internal accounting procedures of Seller consistently applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder and prepared in accordance with the Accounting Standards, with the book value of any Transferred Assets determined net of any charge offs, valuation allowances or reserves and except to the extent otherwise specifically provided in this Agreement (the “Final Settlement StatementPost-Closing Balance Sheet”) setting forth each adjustment or payment that was not finally determined as ), together with a copy of Sellers’s calculation of the Purchase Price as adjusted based on the Post-Closing and showing the calculation of such adjustments and the resulting Final Purchase PriceBalance Sheet. Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon Post-Closing Balance Sheet. (b) Except as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and unless within thirty (30) days after receipt by Purchaser of the Post-Closing Balance Sheet, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a nationally-recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) Business Day following the determination of the Post-Closing Balance Sheet (the “Adjustment Payment Date”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Determination Date Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price. Such funds shall be transferred together with interest thereon computed from the Effective Time up to but not including the Adjustment Payment Date at the applicable Federal Funds Rate. (d) Notwithstanding the foregoing provisions of Section 3.3, if at any time within three (3) months after the Post-Closing Balance Sheet Delivery Date either party hereto discovers an error in any court the calculation of competent jurisdictionthe Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to Section 3.3 (“Original Price”), being at least $50,000, individually or in the aggregate with all such errors, more or less than the Purchase Price would have been but for such error (“Revised Price”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. Any costs If the parties disagree on the existence or magnitude of an error within ten (10) Business Days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and expenses incurred that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Upon the determination of the Revised Price, the appropriate party shall pay an amount to the other party that is the difference between the amount actually paid by the Accounting Firm such party pursuant to Section 3.3(c), as adjusted pursuant to this Section 12.1 shall be borne by the Seller 3.3(d), and the Purchaser equally. The date upon which amount that such agreement is reached or upon which party would have paid to the Final Purchase other party if the Original Price is established, shall be herein called had been equal to the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Revised Price, Purchaser shall pay together with interest thereon computed from the Effective Time up to Seller but not including the amount of such difference, or (b) Adjustment Payment Date at the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Dateapplicable Federal Funds Rate.

Post-Closing Adjustments. As soon as practicable after the Closing, Closing but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days Business Days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If Closing Date, Investor shall deliver to the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination Sellers’ Representative a final calculation of the amount Net Working Capital as of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Closing Date (the “Accounting FirmFinal Working Capital Statement”). The determination by Final Working Capital Statement shall (i) be prepared in accordance with GAAP and provide for the Accounting Firm true up of all reserves, in all cases using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the New 2004 Audited Financial Statements, (ii) reflect the results of the Physical Inventory, and (iii) not reflect any Tax benefits or other accounting adjustments arising from the transactions resulting from or in connection with this Agreement or any of the Related Agreements. As part of this process, the reserves for general liability, automobile liability and workers’ compensation obligations shall also be conclusive and binding trued up even though such reserves shall not be included in Current Liabilities when determining Net Working Capital. If the Net Working Capital set forth on the parties hereto and Final Working Capital Statement is greater than the Net Working Capital set forth in the Preliminary Working Capital Statement, then the Company shall be enforceable against any party hereto in any court remit the entire amount of competent jurisdictionthe difference to the Sellers’ Representative for payment to the Sellers according to their respective Ownership Percentages. Any costs and expenses incurred by If the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which Net Working Capital set forth on the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Working Capital Statement is less than the Estimated Final Purchase PriceNet Working Capital set forth in the Preliminary Working Capital Statement, Seller then the Sellers’ Representative shall direct the Escrow Agent, pursuant to the Escrow Agreement, to pay to Purchaser the Company, out of the then-remaining Escrow Amount, an amount equal to such difference. Sellers shall remit the entire amount of such difference, difference in either event by wire transfer in immediately available fundsexcess of such Escrow Amount to the Company according to their respective Ownership Percentages. Payment by Purchaser or Seller, as the case may be, Amounts payable under this Section 2.03(b) shall be within five due no later than ten (510) days Business Days following the finalization of the Final Settlement DateWorking Capital Statement pursuant to Section 2.03(c) below.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty seventy-five (18075) days thereafterafter the Closing Date, Seller Parent shall cause the Surviving Corporation to prepare and deliver to Purchaser the Representative (on behalf of the Stockholders) a final settlement statement (the “Final Settlement Post-Closing Adjustment Statement”) setting forth each adjustment or payment that was not finally determined as the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and showing Closing Transaction Expenses, which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit C. (b) The Surviving Corporation and Parent shall (i) permit the Representative and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) and shall cooperate with the Representative in seeking to obtain work papers from the Surviving Corporation pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives reasonable access to the employees and accountants of Parent and the Surviving Corporation as reasonably requested by the Representative. If the Representative (on behalf of the Stockholders and Optionholders) disagrees with any part of the Surviving Corporation’s calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm Closing Net Working Capital Adjustment, the adjustments shown Closing Indebtedness, the Closing Cash or the Closing Transaction Expenses as set forth on Seller’s draft. As soon as practicable after receipt of the Final Settlement Post-Closing Adjustment Statement, but in no event later than sixty the Representative shall, within forty-five (6045) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to after the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following PurchaserRepresentative’s receipt of the Final Settlement Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute by setting forth the Representative’s own calculation of the Closing Net Working Capital Adjustment, the Closing Indebtedness, the Closing Cash or the Closing Transaction Expenses, as applicable. If the Representative does not deliver an Objection Notice within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be deemed an acceptance by Purchaser conclusive, final and binding on all of the parties (in such instance, a “Final Settlement Statement as submitted by SellerStatement”). The parties If an Objection Notice is delivered to Parent, then Parent and the Representative (on behalf of the Stockholders and Optionholders) shall agree negotiate in good faith to resolve their disagreements with respect to the changes proposed by Purchasercomputation of the Closing Net Working Capital Adjustment, if anyClosing Indebtedness, no later than sixty Closing Cash and/or Closing Transaction Expenses and any such resolution shall be conclusive and binding on all of the parties (60in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Seller receives from Purchaser Parent’s receipt of such Objection Notice, Parent or the written report described above containing Purchaser’s proposed changes. If the Purchaser Representative may submit such remaining disagreements to any nationally recognized certified public accounting firm other than PricewaterhouseCoopers or Ernst & Young as is reasonably acceptable to Parent and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Representative (the “Accounting Firm”). (c) Parent and the Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within forty-five (45) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and on the definitions set forth in this Agreement. The determination by of the Accounting Firm shall be conclusive and binding on upon the parties hereto and shall not be enforceable against any party hereto subject to appeal or further review (other than with respect to errors in any court of competent jurisdiction. Any arithmetic calculations) (in such instance, a “Final Statement”). (d) The costs and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 in determining the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be borne by the Seller Surviving Corporation, on the one hand, and the Purchaser equally. The date Representative, on behalf of the Stockholders and the Optionholders (which amount shall be treated as a Representative Expense and paid from the Escrow Account as provided in Section 11.12), on the other hand, based upon which such agreement is reached or upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (by way of illustration only, if Parent claims the Closing Net Working Capital Adjustment is $5,000 less than the amount determined by the Representative, and the Representative contests only $4,000 of the amount claimed by Parent, and if the Accounting Firm ultimately resolves the dispute by awarding Parent $3,000 of the $4,000 contested, then the costs and expenses of the Accounting Firm will be allocated 75% (i.e., 3,000 ÷ 4,000) to the Representative (on behalf of the Stockholders) and 25% (i.e., 1,000 ÷ 4,000) to Parent. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Purchase Price Statement as determined in accordance with this Section 4.2 is established, shall be herein called the “Final Settlement Date.Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” In the event and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Consideration” means, without duplication, (ai) two billion four hundred fifty million dollars ($2,450,000,000), less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Purchase Price is more than Net Working Capital Adjustment, less (vi) the Estimated Escrow Amount, less (vii) the Representative Expense Amount. For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Purchase PriceIndebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof. For purposes of this Agreement, Purchaser shall pay to Seller the amount of such difference, or “Post-Closing Adjustment Amount” means (bx) the Final Purchase Price is Closing Consideration less than (y) the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsClosing Consideration (which may be a positive or negative number). Payment by Purchaser or Seller, as the case may be, shall be within Within five (5) days of Business Days after the Final Settlement Date.Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Post-Closing Adjustments. As soon as practicable after (a) Within 90 days following the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Buyer shall prepare and deliver to Purchaser Sellers a final settlement statement setting forth, as of the Effective Time, the Net Working Capital, the Closing Cash Amount and any Business Indebtedness (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined ), which statement shall be derived from balance sheets of the Business as of the Effective Time, prepared in accordance with GAAP, except for the use of accounting practices, principles and methodologies reflected in Section 2.6(a) of the Seller Disclosure Letter. From the date of the delivery of the Closing Statement until the end of the Sellers’ Review Period, Buyer shall provide Sellers and their accountants reasonably requested access to the Books and Records, any other information (including the work papers of its accountants) and to any management employees, to the extent necessary for Sellers to review the Closing Statement. Buyer agrees that following the Closing and showing prior to the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt determination of the Final Settlement Closing Statement, but in no event later than sixty it shall neither alter nor destroy any of the Books and Records on which the Closing Statement is to be based. (60b) Sellers shall, within 30 days thereafterafter the delivery by Buyer of the Closing Statement (the “Sellers’ Review Period”), Purchaser shall deliver to Seller a written report containing complete its review of the Net Working Capital, the Closing Cash Amount and any changes that Purchaser proposes to make to Business Indebtedness reflected on the Final Settlement Closing Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement The Closing Statement shall be binding and conclusive upon, and deemed an acceptance by Purchaser accepted by, Sellers unless Sellers shall have notified Buyer in writing prior to the expiration of the Final Settlement Statement as submitted by SellerSellers’ Review Period of any good faith objection thereto (the “Sellers’ Objection”). The parties Sellers’ Objection shall agree set forth a specific description of the basis of the Sellers’ Objection and the specific adjustments to the Net Working Capital, the Closing Cash Amount and/or Business Indebtedness reflected on the Closing Statement which Sellers believe should be made. Any items not disputed in a valid Sellers’ Objection shall be deemed to have been accepted by Sellers and shall be final and binding. (c) If Sellers and Buyer are unable to resolve all of their disputes with respect to the changes proposed by PurchaserClosing Statement within 15 days following Buyer’s receipt of Sellers’ Objection to such Closing Statement pursuant to Section 2.6(b), if anythey shall refer their remaining differences to the CPA Firm for decision, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement which decision shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto upon delivery of the written opinion set forth in sub-clause (iii) below. The procedure and schedule under which any dispute shall be enforceable against submitted to the CPA Firm shall be as follows: (i) Within 15 days following the expiration of the period referred to in paragraph (c) above, Buyer or Sellers may submit any unresolved portion of Sellers’ Objection to the CPA Firm in writing (with a copy to the other party), supported by any documents and/or affidavits upon which it relies. (ii) Within 15 days following submission of the unresolved portion of Sellers’ Objection as specified in sub-clause (i) above, the other party hereto shall submit a response to the CPA Firm in writing (with a copy to the party that submitted such unresolved portion to the CPA Firm), supported by any court documents and/or affidavits upon which they rely. (iii) Buyer and Sellers shall request that the CPA Firm deliver its written opinion within 20 days following its receipt of competent jurisdictionthe information provided for in sub-clause (ii) above, or such longer period of time as the CPA Firm determines is necessary, but not to exceed 30 days. The scope of the disputes to be resolved by the CPA Firm is limited to the unresolved portion of the Sellers’ Objection. In resolving any disputed items, the CPA Firm may not assign a value to any particular item greater than the greatest value for such item claimed by Buyer or Sellers or less than the smallest value for such item claimed by Buyer or Sellers. Buyer and Sellers shall make readily available to the CPA Firm all relevant Books and Records and any work papers (including those of the parties’ respective accountants) relating to the Closing Statement and all other items reasonably requested by the CPA Firm. Any expenses relating to the engagement of the CPA Firm shall be allocated between Buyer and Sellers so that Sellers’ share of such costs shall be in the same proportion that (x) the aggregate amount of the disputed items of Sellers’ Objection submitted to the CPA Firm that are unsuccessfully disputed bears to (y) the total amount of all disputed items of Sellers’ Objection submitted to the CPA Firm. Sellers, on the one hand, and expenses Buyer, on the other, shall each bear the fees of their respective auditors and advisors incurred in connection with the determination and review of the Closing Statement. (d) The Closing Statement shall become final and binding on the parties upon the earliest of (i) if no Sellers’ Objection has been given, the expiration of the period within which Sellers must make the Sellers’ Objection pursuant to Section 2.6(b), (ii) agreement in writing by Sellers and Buyer that the Accounting Closing Statement, together with any modifications thereto agreed by Sellers and Buyer, shall be final and binding and (iii) the date on which the CPA Firm shall issue its written determination with respect to any dispute relating to such Closing Statement. The Closing Statement, as submitted by Buyer if no timely Sellers’ Objection has been given or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the CPA Firm, is herein referred to as the “Final Closing Statement.” (e) Within five Business Days following the determination of the Final Closing Statement, the adjustment payment payable pursuant to this Section 12.1 2.6(e) (the “Adjustment Payment”) and interest (as described below) thereon shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event paid by wire transfer in of immediately available funds. Payment funds to a bank account designated by Purchaser Sellers or SellerBuyer, as the case may be, . The Adjustment Payment shall be within five (5) days equal to the absolute value of the Post-Closing Difference. For purposes of this Agreement, the “Post-Closing Difference” shall mean (i) the Net Working Capital, as reflected on the Final Settlement DateClosing Statement, minus the Working Capital Target, plus (ii) the Closing Cash Amount, as reflected on the Final Closing Statement, minus the Estimated Closing Cash Amount, minus (iii) the amount of the Business Indebtedness reflected on the Final Closing Statement, minus the Estimated Business Indebtedness Amount. The Adjustment Payment shall be payable by Buyer to Sellers if the Post-Closing Difference is positive, and by Sellers to Buyer if the Post-Closing Difference is negative. The Adjustment Payment shall bear interest from the date on which the Final Closing Statement becomes final and binding to the date of payment at the Closing Date Interest Rate, which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such interest shall be paid on the same date and in the same manner as such Adjustment Payment. Any adjustment or non-adjustment to the Purchase Price shall not form the basis for any claim for damages pursuant to this Agreement. The parties’ payment obligations under this Section 2.6 will not be subject to offset or reduction by reason of any actual or alleged breach of, or inaccuracy in, any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason or under any other agreement.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180a) Within ninety (90) days thereafterfollowing the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a final settlement statement setting forth, as of the Effective Time, the Net Working Capital and any Business Indebtedness (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined ), which statement shall be derived from balance sheets of the Nordisk Business and the Telair Business as of the Effective Time, prepared in accordance with GAAP, except for the use of accounting practices, principles and methodologies reflected in Section 2.6(a) of the Seller Disclosure Letter. Buyer agrees that following the Closing and showing prior to the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt determination of the Final Settlement Closing Statement, but in no event later than sixty (60) days thereafterit shall neither alter nor destroy any of the Books and Records on which the Closing Statement is to be based, Purchaser and shall deliver make such Books and Records available to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to and its representatives. (b) Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement shall, within sixty (60) days following Purchaser’s receipt after the delivery by Buyer of the Final Settlement Closing Statement (“Seller’s Review Period”), complete its review of the Net Working Capital and any Business Indebtedness reflected on the Closing Statement. The Closing Statement shall be binding and conclusive upon, and deemed an acceptance by Purchaser accepted by, Seller unless Seller shall have notified Buyer in writing prior to the expiration of Seller’s Review Period of any good faith objection thereto (the “Seller’s Objection”). The Seller’s Objection shall set forth a specific description of the Final Settlement basis of Seller’s Objection and the specific adjustments to the Net Working Capital and/or Business Indebtedness reflected on the Closing Statement as submitted which Seller believes should be made. Any items not disputed in a valid Seller’s Objection shall be deemed to have been accepted by Seller. The parties Seller and shall agree be final and binding. (c) If Seller and Buyer are unable to resolve all of their disputes with respect to the changes proposed by Purchaser, if any, no later than sixty Closing Statement within fifteen (6015) days after Seller receives from Purchaser following Buyer’s receipt of Seller’s Objection to such Closing Statement pursuant to Section 2.6(b), they shall refer their remaining differences to the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementCPA Firm for decision, the determination of the amount of the Final Settlement Statement which decision shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto upon delivery of the written opinion set forth in sub-clause (iii) below. The procedure and schedule under which any dispute shall be enforceable against submitted to the CPA Firm shall be as follows: (i) Within fifteen (15) days following the expiration of the period referred to in paragraph (c) above, Seller shall submit any party hereto unresolved portion of Seller’s Objection to the CPA Firm in writing (with a copy to Buyer), supported by any court documents and/or affidavits upon which it relies. (ii) Within fifteen (15) days following Seller’s submission of competent jurisdictionthe unresolved portion of Seller’s Objection as specified in sub-clause (i) above, Buyer shall submit its response to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. (iii) Buyer and Seller shall request that the CPA Firm deliver its written opinion within twenty (20) days following its receipt of the information provided for in sub-clause (ii) above, or such longer period of time as the CPA Firm determines is necessary, but not to exceed thirty (30) days. The scope of the disputes to be resolved by the CPA Firm is limited to the unresolved portion of the Seller’s Objection. In resolving any disputed items, the CPA Firm may not assign a value to any particular item greater than the greatest value for such item claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. Buyer and Seller shall make readily available to the CPA Firm all relevant Books and Records and any work papers (including those of the parties’ respective accountants) relating to the Closing Statement and all other items reasonably requested by the CPA Firm. Any costs expenses relating to the engagement of the CPA Firm shall be allocated between Buyer and Seller so that Seller’s share of such expenses shall be in the same proportion that (x) the aggregate amount of the disputed items submitted by Seller to the CPA Firm that are unsuccessfully disputed bears to (y) the total amount of all disputed items submitted by Seller to the CPA Firm. Seller and Buyer shall each bear the fees of their respective auditors incurred in connection with the determination and review of the Closing Statement. (d) The Closing Statement shall become final and binding on the parties upon the earliest of (i) if no Seller’s Objection has been given, the expiration of the period within which Seller must make the Seller’s Objection pursuant to Section 2.6(b), (ii) agreement in writing by Seller and Buyer that the Accounting Closing Statement, together with any modifications thereto agreed by Seller and Buyer, shall be final and binding and (iii) the date on which the CPA Firm shall issue its written determination with respect to any dispute relating to such Closing Statement. The Closing Statement, as submitted by Buyer if no timely Seller’s Objection has been given or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the CPA Firm, is herein referred to as the “Final Closing Statement.” (e) Within five (5) Business Days following the determination of the Final Closing Statement, the adjustment payment payable pursuant to this Section 12.1 2.6(e) (the “Adjustment Payment”) and interest thereon shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event paid by wire transfer in of immediately available funds. Payment funds to a bank account designated by Purchaser Seller or SellerBuyer, as the case may be, . The Adjustment Payment shall be within five (5) days equal to the absolute value of the Post-Closing Difference. For purposes of this Agreement, the “Post-Closing Difference” shall mean (x) the Post-Closing Working Capital Difference minus (y) any Business Indebtedness reflected on the Final Settlement DateClosing Statement. For purposes of this Agreement, the “Post-Closing Working Capital Difference” shall mean (x) the Net Working Capital, as reflected on the Final Closing Statement, minus (y) the Working Capital Target. Notwithstanding the foregoing, if the absolute value of the Post-Closing Working Capital Difference as calculated pursuant to the immediately preceding sentence is $2,000,000 or less, then the Post-Closing Working Capital Difference shall be deemed to be $0 for purposes of calculating the Post-Closing Difference. The Adjustment Payment shall be payable by Buyer to Seller if the Post-Closing Difference is positive, and by Seller to Buyer if the Post-Closing Difference is negative. The Adjustment Payment shall bear interest from the Closing Date to the date of payment at the Closing Date Interest Rate, which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such interest shall be paid on the same date and in the same manner as such Adjustment Payment. Any adjustment or non-adjustment to the Purchase Price shall not form the basis for any claim for damages pursuant to this Agreement. The parties’ payment obligations under this Section 2.6 will not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason or under any other agreement.

Post-Closing Adjustments. As soon The Purchase Price shall be increased by the amount by which the retained profits (accumulated earnings less declared dividends) (Bilanzgewinn) of the Company for the fiscal year ended September 30, 2011 as practicable after determined by the Closing, but in no event later than one hundred eighty Company’s audited financial statements (180Jahresabschluss) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement2011 Financial Statements”) setting forth each adjustment or payment that was not finally determined as prepared by accountants of Purchaser’s choice, applying German GAAP (the “Retained Profits”) exceed the amount of EUR 2,000,000.00 (in words: Euro two million). The 2011 Financial Statements shall be prepared on the basis of the Closing and showing unaudited financial statements for the calculation of such adjustments and the resulting Final Purchase Pricefiscal year ending on September 30, 2011 to be prepared by ▇▇. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) ten days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesSignature Date. If the Purchaser and It is hereby understood that any bonuses to which the Seller canmay be entitled pursuant to his employment agreement (Anstellungsvertrag) with the Company shall not then agree upon the Final Settlement Statement, be considered in the determination of the amount Retained Profits. The 2011 Financial Statements shall be prepared in accordance with German GAAP as consistently applied in past practice (in particular the financial statements of the Final Settlement Statement Company for the fiscal year ending on September 30, 2010) maintaining, to the extent permitted under mandatory statutory provisions and accepted accounting principles, full accounting and valuation consistency (Bilanzkontinuität und Bilanzstetigkeit). For the avoidance of doubt, the Retained Profits of the Company for the fiscal year ending on September 30, 2011 shall not be reduced by transferring any amounts to the profit reserve (Gewinnrücklage). Any increase in the Purchase Price shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event paid by wire transfer in of immediately available funds. Payment funds by the Purchaser or Seller, as to the case may be, shall be account reflected in Section 3.2 within five thirty (530) days of the Final Settlement 2011 Financial Statements having become final and binding between the Parties in accordance with Section 3.4. If and to the extent accruals (Rückstellungen) will be made in the 2011 Financial Statements to cover potential claims in connection with the damage event disclosed in Schedule 23A, and if and to the extent these accruals will be dissolved (“Dissolved Accruals”) no later than the date the financial statements of the Company for the fiscal year ended September 30, 2012 are prepared by the Company (such date, the “2012 Financial Statement Date”), for example, due to payments of an insurance provider of the Company, the Retained Profits shall be recalculated as if the Dissolved Accruals had not been made in the 2011 Financial Statements. The Purchaser shall without undue delay inform the Seller about any dissolution of such accruals, especially if such dissolution is due to payment by an insurance provider of the Company, and the Seller shall have the right to review the documentation pertaining to the calculation of the accruals and their dissolution. Any further increase of the Purchase Price as a result of such recalculation shall be paid to the Seller. For the avoidance of doubt, this clause does not constitute an obligation of either Party or of the Company to establish accruals in the 2011 Financial Statements for the damage event set forth in Schedule 23A. Alternatively, if and to the extent the damage event set forth in Schedule 23A results in damages to the Company that exceeds the accruals made in the 2011 Financial Statements to account for such damage event (the “Excess Damages”) and such damages are incurred no later than the 2012 Financial Statement Date, the Retained Profits shall be recalculated as if an additional accrual had been made equal to such Excess Damages. Any further decrease to the Purchase Price as a result of such recalculation shall be deducted from the Deferred Consideration or, if such decrease to the Purchase Price occurs after the Deferred Consideration is paid to the Seller, shall be paid by the Seller to the Purchaser, provided that such deduction from the Deferred Consideration and such payment by the Seller (i) shall not exceed EUR 360,000 and (ii) shall be counted toward the cap on the aggregate liability of the Seller set forth in Section 5.1.2(c).

Post-Closing Adjustments. As soon as practicable Within 90 days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Sellers shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement "Closing Statement”") setting of (i) the net amount of the Current Assets minus the Current Liabilities ("Net Working Capital") as at the Closing Date and (ii) capital expenditures with respect to the Business and depreciation with respect to the Business during the period from the date hereof to and including the Closing Date ("Measurement Period"), in each case in accordance with the accounting principles and assumptions set forth each adjustment or in, and in the form provided in, the document entitled Financial Principles which is included as Schedule 2.3.3 hereto (the "Financial Principles"). If Net Working Capital is more than $1,600,000, the Closing Purchase Price shall be increased by the amount by which Net Working Capital exceeds $1,600,000. If Net Working Capital is less than $1,600,000, the Closing Purchase Price shall be decreased by the amount by which Net Working Capital is less than $1,600,000. If capital expenditures with respect to the Business during the Measurement Period exceed depreciation with respect to the Business during the Measurement Period, the Closing Purchase Price shall be increased by the amount by which such capital expenditures exceed such depreciation, but this amount shall not exceed $1,000,000. If depreciation with respect to the Business during the Measurement Period exceeds capital expenditures with respect to the Business during the Measurement Period, the Closing Purchase Price shall be decreased by the amount by which such depreciation exceeds such capital expenditures. If the Purchase Price, as adjusted as provided above, exceeds the Closing Purchase Price, Buyer shall pay the amount of such excess to Sellers. If the Purchase Price, as adjusted as provided above, is less than the Closing Purchase Price, then Sellers shall pay the amount of such deficit to Buyer. Any such payment that was not finally determined as shall be made by wire transfer of immediately available funds within 15 days after Buyer's written notification to Sellers of Buyer's acceptance of the Closing Statement or within 15 days after Buyer is deemed to have accepted the Closing Statement as provided in this Section 2.3.3. The amount of any payment required by this Section 2.3.3 shall bear interest from the Closing Date through the date of actual payment at the rate of 30-day LIBOR plus 50 basis points. After delivery of the Closing Statement, Sellers shall permit Buyer and showing the calculation of such adjustments Buyer's independent accountants access, upon reasonable notice and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser during reasonable business hours, to review in order their work papers and all books and records of Sellers relevant to the items covered by the Closing Statement, and Sellers shall permit such accountants to perform such tests as they may reasonably require to confirm the adjustments shown accuracy of such items. In the event Buyer disputes any matter or matters on Seller’s draft. As soon as practicable the Closing Statement, Buyer may within forty-five (45) days after receipt the delivery of the Final Settlement StatementClosing Statement notify Sellers of such dispute in a writing setting forth in reasonable detail the nature of such dispute and the facts upon which it is based, but in no event later together with the application or treatment proposed by Buyer and the reasons supporting the use of such application or treatment rather than sixty (60) days thereafter, Purchaser shall deliver that used by Sellers. If both the Closing Statement as delivered by Sellers to Seller Buyer and the Closing Statement as proposed by Buyer would require a written report containing any changes that Purchaser proposes to make payment by the same party pursuant to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt second paragraph of this Section 2.3.3, then such party shall make a payment of the Final Settlement lesser amount reflected on the respective Closing Statements within 15 days of delivery of Buyer's proposed Closing Statement to Sellers, together with interest thereon as provided by such paragraph. If no such notice is given by Buyer within the time specified, the Closing Statement shall be deemed an acceptance accepted by Purchaser Buyer. If the parties have not resolved all matters in dispute relating to the Closing Statement within forty-five (45) days after Sellers' receipt of such notice from Buyer, then any party may notify the Final Settlement Statement as submitted others in writing that it elects to submit all remaining issues to resolution by Sellera neutral accounting firm of national reputation. The Within ten (10) days after receipt of such notice of election by a party, the parties shall agree with respect to upon the changes proposed by Purchaserselection of a neutral accounting firm or, if anythey are unable to agree, no later than sixty (60) days after Seller receives Sellers and Buyer shall each submit the names of two neutral firms and a firm shall be selected at random from Purchaser among them. A firm shall be considered neutral if it has not within the written report described above containing Purchaser’s proposed changes. If the Purchaser past three years performed and the Seller candoes not then agree upon the Final Settlement Statementcurrently perform or contemplate performing any accounting, the determination consulting or other services for any of the amount parties and their respective Affiliates having an aggregate value in excess of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date$250,000.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. (i) As soon as practicable practicable, but no later than ninety (90) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafterthe U.S. Buyer, Seller on behalf of itself and the other Buyers, shall prepare and deliver to Purchaser Seller a final settlement statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as Buyers’ calculation of: (1) the Closing Date Indebtedness; (2) the Closing Date Net Working Capital and the resulting Net Working Capital Adjustment Amount; and (3) the Closing True-Up Amount and the resulting True-Up Adjustment Amount; and based thereon, Buyers’ calculation of the Final Purchase Price (pursuant to the calculation of Final Purchase Price as set forth in Section 1.3(a)). Buyers’ calculations set forth in the Closing and showing Statement (collectively, the “Buyer Purchase Price Calculations”) shall be delivered with reasonable supporting detail with respect to the calculation of such adjustments and amounts. (ii) For the resulting Final Purchase Price. purpose of preparing the Closing Statement, Seller shall make its workpapers cause each of the Transferred Entities to conduct, on the day immediately prior to the Closing Date, a physical inventory of the inventory of each of the Transferred Entities (which physical inventory shall be valued in accordance with the rules and procedures set forth in Exhibit A of this Agreement), and Buyers and their Affiliates and their respective accountants and other information available representatives shall be entitled to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than observe such physical inventory. (iii) Within sixty (60) days thereafterof receipt of the Closing Statement, Purchaser shall deliver to Seller a may provide written report containing any changes that Purchaser proposes to make notice to the Final Settlement StatementU.S. Buyer disputing all or a part of the Buyer Purchase Price Calculations (such notice, a “Purchase Price Dispute Notice”). Any failure by Purchaser to deliver to If Seller the written report detailing Purchaser’s proposed changes does not provide a Purchase Price Dispute Notice to the Final Settlement Statement U.S. Buyer within such sixty (60) days following Purchaser60)-day period, then the parties agree that the Buyer Purchase Price Calculations set forth in the applicable Closing Statement shall become final and binding on the parties hereto. If a Purchase Price Dispute Notice is provided to the U.S. Buyer, then the U.S. Buyer and Seller shall use reasonable efforts to resolve the disputed items during the thirty (30)-day period commencing on the date of the U.S. Buyer’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of Purchase Price Dispute Notice. (iv) If Seller and the Final Settlement Statement as submitted by Seller. The parties shall U.S. Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement remaining items in dispute shall be submitted immediately to a mutually agreed KPMG LLP, or, if such firm declines to be retained to resolve the dispute or, in the reasonable judgment of the U.S. Buyer and Seller, is conflicted, another internationally recognized, independent public accountants accounting firm reasonably acceptable to the U.S. Buyer and Seller (in either case, the “Accounting Firm”). The parties agree to instruct the Accounting Firm to render a determination of the applicable dispute within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and the U.S. Buyer, and any associated engagement fees shall be initially borne 50% by Seller and 50% by the U.S. Buyer; provided that such fees shall ultimately be borne by Seller and the U.S. Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the disputed items. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm: (1) shall be bound by the provisions of this Section 1.3; (2) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either the U.S. Buyer or Seller; (3) shall rely solely on the written submissions of the parties and shall not conduct an independent investigation; (4) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Buyer Purchase Price Calculations to comply with the provisions of this Agreement; and (5) shall act as an expert and not as an arbitrator. Such determination of the Accounting Firm shall be conclusive and binding on upon the parties hereto hereto. (v) The parties agree that they will, and shall be enforceable against any party hereto agree to cause their respective independent accountants and their respective Affiliates to, cooperate and assist in any court the calculation of competent jurisdiction. Any costs the Final Purchase Price and expenses incurred in the conduct of the review by the Accounting Firm pursuant of any proposed calculations of the Final Purchase Price or the components thereof, including the making available, to this Section 12.1 shall be borne by the Seller extent necessary, of books, records, work papers and personnel. (vi) Within three (3) Business Days after the Purchaser equally. The date upon which such agreement is reached or upon on which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventdetermined pursuant to this Section 1.3(c): (a1) if the Final Purchase Price is more greater than the Estimated Purchase Price, then the U.S. Buyer shall pay to Seller or other parties designated by Seller, a cash amount equal to such excess, by wire transfer of immediately available funds to the Seller Designated Account(s) (or such other accounts as Seller shall designate in writing to the U.S. Buyer); or (2) if the Estimated Purchase Price is greater than the Final Purchase Price, Purchaser then Seller or its designees shall pay to Seller the U.S. Buyer a cash amount equal to such excess, by wire transfer of immediately available funds to an account that the U.S. Buyer designates in writing to Seller, provided, however, that to the extent any portion of the amounts payable as reflected on the Closing Statement is not disputed pursuant to a Dispute Notice, such difference, orundisputed portion shall be paid by the applicable party within three (3) Business Days after receipt of the Dispute Notice. (bvii) Any amount paid pursuant to this Section 1.3(c) shall be: (1) increased by an amount calculated as interest on such amount at the Applicable Rate from the Closing Date to and including the date of payment based on a three hundred sixty-five (365)-day year; (2) made by wire transfer of immediately available funds to an account designated by the receiving party; and (3) treated as an adjustment to the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datefor Tax reporting purposes.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within Within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement Closing Date, the Parent shall be deemed an acceptance by Purchaser of cause the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Surviving Company to prepare and deliver to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser Stockholders’ Representative an unaudited balance sheet for the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Company (the “Accounting FirmClosing Date Balance Sheet”) and a calculation of the Closing Date Working Capital as of the close of business on the Closing Date, which shall be prepared by the Surviving Company in accordance with GAAP utilizing the same GAAP methodology and assumptions as was used in preparing the Estimated Closing Date Balance Sheet (to the extent consistent with those used in preparing the Financial Statements). The determination Parent shall, and shall use commercially reasonable efforts to cause the Surviving Company’s accountants to, provide the Stockholders’ Representative with reasonable access to all books, records, work papers and other documents and data as was used to prepare the Closing Date Balance Sheet. The Stockholders’ Representative shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Working Capital calculations and make any proposed adjustments thereto as provided in Section 2.10(c) hereof. (i) If it is determined (A) there is a Working Capital Surplus based on the Closing Date Balance Sheet less than the estimated Working Capital Surplus calculated under Section 2.10(a) (the “Surplus Shortfall”), or (B) there is a Working Capital Shortfall based on the Closing Date Balance Sheet, either (I) in excess of the estimated Working Capital Shortfall calculated under Section 2.10(a) or (II) if there was an estimated Working Capital Surplus calculated under Section 2.10(a), the Stockholders’ Representative shall pay to the Surviving Company on the Settlement Date from the Working Capital Holdback either (1) the Surplus Shortfall, (2) in the case of Section 2.10(b)(i)(B)(I), the excess Working Capital Shortfall, or (3) in the case of Section 2.10(b)(i)(B)(II), the Working Capital Shortfall plus any estimated Working Capital Surplus added to the Purchase Price pursuant to Section 2.10(a) hereof. (ii) If it is determined (A) there is a Working Capital Shortfall based on the Closing Date Balance Sheet less than the estimated Working Capital Shortfall calculated under Section 2.10(a) (the “Shortfall Underage”), or (B) there is a Working Capital Surplus based on the Closing Date Balance Sheet either (I) in excess of the estimated Working Capital Surplus calculated under Section 2.10(a) or (II) if there was an estimated Working Capital Shortfall calculated under Section 2.10(a), the Parent shall pay to the Stockholders’ Representative (to be distributed to Holdings’ stockholders and the Optionholders immediately prior to the Effective Time on a Pro Rata Basis) either (1) the Shortfall Underage, (2) in the case of Section 2.10(b)(ii)(B)(I), the excess Working Capital Surplus, or (3) in the case of Section 2.10(b)(ii)(B)(II), the Working Capital Surplus plus any estimated Working Capital Shortfall deducted from the Purchase Price pursuant to Section 2.10(a) hereof. (iii) In the event any amount due to a party under this Section 2.10 is not paid on the Settlement Date, the payor shall pay interest on such amounts at a rate of ten percent (10%) per annum, which shall accrue from the Closing Date to the date of actual payment. All amounts paid by the Accounting Firm shall be conclusive Stockholders’ Representative to the stockholders and binding on the parties hereto and shall be enforceable against any party hereto in any court Optionholders of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Holdings pursuant to this Section 12.1 2.10(b) shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Datepaid on a Pro Rata Basis.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable A post-closing adjustment statement (the “Post-Closing Adjustment Statement”) based on the actual income and expenses shall be prepared and delivered by Seller to Buyer within ninety (90) days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver proposing further adjustments to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of Purchase Price based on the Closing and showing the calculation of such adjustments and the resulting Final Purchase Priceinformation then available. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerBuyer, as the case may be, shall be given access to and shall be entitled to review and audit the other Party’s records pertaining to the computation of amounts claimed in such Post-Closing Adjustment Statement. Within sixty (60) days after receipt of the Post-Closing Adjustment Statement, the Parties hereto shall use their best efforts to agree upon the proposed adjustments and the Seller or Buyer, as the case may be, shall pay to the other such sums as may be agreed to be due. Additional adjustments shall be made from time to time as required to settle accounts between the Parties. In the event Buyer and Seller shall be unable to agree upon proposed adjustments within five sixty (560) days of the Final Settlement Datedate of the Post-Closing Adjustment Statement, then such adjustments shall be determined by an independent third party chosen by mutual agreement of Seller and Buyer. If Seller and Buyer are unable to agree on the selection of an independent third party, then each shall select an independent third party who in turn shall mutually agree upon an independent third party. Such third party shall provide Buyer and Seller with a statement showing its reasonable computations regarding any information which may then be available pertaining to the adjustments. The parties shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. After such adjustments are made, no further adjustments shall be made under this Section 6.6; provided that Seller’s obligations retained elsewhere in this Agreement shall not be affected thereby.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of following the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterfollowing the Closing Date, Purchaser Buyer shall prepare and deliver to Seller a written report containing statement (the “Post-Closing Statement”), (i) prepared in the same format as the Reference Closing Statement, (ii) setting forth Buyer’s good faith calculation of Tangible Book Value, the Consulting Expenses and the resulting calculation of the Cash Purchase Price (the “Preliminary Cash Purchase Price”) and (ii) setting forth Buyer’s good faith calculation of the Reinsurance Premium in a manner consistent with the calculation of Tangible Book Value (the “Preliminary Reinsurance Premium”), together with reasonable supporting detail and documentation. (b) Following receipt of the Post-Closing Statement, Seller shall have thirty (30) days (the “Review Period”) to review such Post-Closing Statement and related computations of the Preliminary Cash Purchase Price and Preliminary Reinsurance Premium. In connection with the review of the Post-Closing Statement, Buyer shall cooperate with and give, and shall cause the Acquired Companies and its and the Acquired Companies’ Representatives to cooperate with and give, to Seller and its Representatives, reasonable access to the books and records of the Acquired Companies, the personnel of Buyer and the Acquired Companies, and work papers used in the preparation of the Post-Closing Statement, along with such other information as Seller or its Representatives may reasonably request in connection therewith; provided, however, that the independent accountants of Buyer or any changes that Purchaser proposes of the Acquired Companies shall not be obligated to make any working papers available to Seller unless and until Seller has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. If Seller has accepted such Post-Closing Statement in writing or has not given written notice to Buyer setting forth any objection of Seller to such Post-Closing Statement (a “Statement of Objections”) prior to the expiration of the Review Period, then such Post-Closing Statement shall be final and binding upon the Parties, and shall be deemed the Final Settlement StatementClosing Statement for purposes of Section 2.5g). Any failure Statement of Objections given by Purchaser to deliver to Seller shall specify in reasonable detail the written report detailing Purchaseramount in dispute and the reasons supporting Seller’s proposed changes position. (c) If Seller delivers a Statement of Objections prior to the Final Settlement Statement expiration of the Review Period, then Buyer and Seller shall negotiate to resolve the Seller’s objections within sixty thirty (6030) days following Purchaser’s the receipt by Buyer of the Final Settlement Statement of Objections (the “Consultation Period”). If Seller and Buyer reach an agreement as to all such objection(s) within the Consultation Period, then the Post-Closing Statement shall be revised to reflect such agreement and shall be deemed an acceptance by Purchaser of the Final Settlement Closing Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesfor purposes of Section 2.5g). If Seller and Buyer are unable to reach an agreement as to all such objection(s) within the Purchaser and the Seller cannot Consultation Period, then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement any objections which remain in dispute shall be submitted to the final and binding determination of a mutually agreed senior employee or partner of an independent accounting firm of international standing who is not the independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive auditor of, and binding on the parties hereto is independent and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs impartial of, Buyer, Seller and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne their respective Affiliates and is jointly appointed by the Seller and the Purchaser equallyBuyer (in either case, such accountant, the “Settlement Accountant”); provided, that, if Buyer and Seller cannot agree on such an accountant within fifteen (15) days of receipt by a Party of a written request for the appointment of such an accountant by the other Party, then the American Arbitration Association shall appoint the Settlement Accountant. The date upon Each of Seller and Buyer agree to enter into a customary engagement letter with the Settlement Accountant. (d) Within ten (10) days of the appointment of the Settlement Accountant, the Settlement Accountant shall set a schedule for written submissions, which such agreement is reached or upon which the Final Purchase Price is established, submissions shall be herein called transmitted simultaneously to the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Accountant and Buyer or Seller, as the case may be. Unless otherwise directed by the Settlement Accountant, (i) Buyer shall first make a written submission addressing the challenged items on the Statement of Objections, (ii) Seller shall then be given an opportunity to respond in writing to Buyer’s submission, (iii) Buyer shall thereafter be given an opportunity to reply to Seller’s response and (iv) Seller shall be given a final opportunity to submit a rejoinder on the points raised by the Buyer. The Settlement Accountant shall have the right, but not the obligation, to request information or ask questions of the Parties as he or she sees fit. The Settlement Accountant’s determination shall be made solely in accordance with the terms and procedures set forth in this Agreement and the definitions of Cash Purchase Price, Purchase Price, Tangible Book Value, Consulting Expenses, Reinsurance Premium, Applicable Reserves, Valuation Date ULAE and Rollover Amount contained herein. The Settlement Accountant shall only consider those items that are (x) identified on the Statement of Objections as in dispute and (y) were not amicably settled in writing during the Consultation Period. Neither Seller nor Buyer shall discuss with the Settlement Accountant, and the Settlement Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by any of the Parties with respect to any objections under this Section 2.5, unless otherwise agreed in writing by the Parties. (e) Seller and Buyer shall use their respective commercially reasonable efforts to cause the Settlement Accountant to resolve all disagreements as soon as practicable and in any event, barring exceptional circumstances, within twenty (20) days after the submission of the Seller’s final submission as provided herein. The Settlement Accountant’s determination shall be made solely in accordance with the terms and procedures set forth in this Agreement and based solely on the submissions and supporting materials provided by Buyer and Seller in accordance with the terms and procedures set forth in this Agreement. The Settlement Accountant may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The resolution of the dispute by the Settlement Accountant shall be final, binding and non-appealable on the Parties, absent manifest error by the Settlement Accountant, and judgment thereon may be entered and enforced in any court of competent jurisdiction. The Settlement Accountant shall act as an expert, not as an arbitrator, and the determination of the Settlement Accountant, and this agreement to submit to the determination of the Settlement Accountant, shall not be deemed or considered an arbitration agreement and shall not be subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq., or any state arbitration statute or law. (f) The costs and expenses of the Settlement Accountant shall be borne by Buyer in the proportion that the aggregate dollar amount of the items that are successfully disputed by Seller (as finally determined by the Settlement Accountant) bears to the aggregate dollar amount of the items submitted to the Settlement Accountant and by Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Seller (as finally determined by the Settlement Accountant) bears to the aggregate dollar amount of the items submitted to the Settlement Accountant, as determined by the Settlement Accountant in his or her final determination. (g) The Post-Closing Statement (x) that has become final and binding pursuant to Section 2.5b) or Section 2.5c) or (y) as determined by the Settlement Accountant is referred to herein as the “Final Closing Statement” and (A) the Tangible Book Value set forth on such Final Closing Statement shall be deemed the final Tangible Book Value, (B) the Consulting Expenses set forth in such Final Closing Statement shall be deemed the final Consulting Expenses, (C) the Cash Purchase Price set forth on such Final Closing Statement shall be deemed the final Cash Purchase Price (the “Final Cash Purchase Price”), and (D) the Reinsurance Premium set forth on such Final Closing Statement shall be deemed the final Reinsurance Premium (the “Final Reinsurance Premium”). (i) In the event that the Final Cash Purchase Price is greater than the Closing Cash Purchase Price, Buyer shall deposit, or cause to be deposited, within five three (53) days Business Days of the determination of the Final Settlement DateClosing Statement, with Seller, by wire transfer of immediately available funds to the account designated in writing by Seller, an amount equal to such excess. (ii) In the event that the Closing Cash Purchase Price is greater than the Final Cash Purchase Price, Seller shall deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with Buyer, by wire transfer of immediately available funds to the account designated in writing by Buyer, an amount equal to such excess. (iii) In the event that the Final Reinsurance Premium is greater than the Closing Reinsurance Premium, Buyer shall cause the Insurance Subsidiaries to deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with the Reinsurer, by wire transfer of immediately available funds to the account designated in writing by Seller, an amount equal to such excess. (iv) In the event that the Closing Reinsurance Premium is greater than the Final Reinsurance Premium, Seller shall cause the Reinsurer to deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with the Insurance Subsidiaries, by wire transfer of immediately available funds to the accounts designated in writing by Buyer, an amount equal to such excess. The amount of any payment to be made pursuant to this Section 2.5(g) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 1.5% during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (h) This provision shall constitute the exclusive remedy of the Parties with respect to determination of the Final Cash Purchase Price and Final Reinsurance Premium. The Parties agree that any adjustment to the Final Cash Purchase Price as determined pursuant to this Section 2.5 shall be treated as an adjustment to the consideration for Tax purposes, except as otherwise required by Law.

Post-Closing Adjustments. As soon as practicable Within sixty (60) days after the Closing, but in no event later than one hundred eighty (180) days thereafterEffective Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Post-Closing Statement”) setting that shall set forth each adjustment or payment that was not finally determined as of the Closing Purchase Price and showing the calculation of such all adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure Purchase Price proposed by Purchaser Seller to deliver be required by the definition of Purchase Price in Section 3.2 (the “Proposed Post-Closing Adjustment”); provided that if any adjustments to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement be made cannot be made within sixty (60) days following Purchaser’s receipt after the Effective Date, the Parties agree that additional Post-Closing Statements can be subsequently prepared to address such adjustments for a period of up to June 1 of the Final Settlement calendar year following the Effective Date. To the extent applicable, the Post-Closing Statement shall be deemed an acceptance by Purchaser prepared using the same accounting principles, policies and methods as the Operating Agent has historically used in connection with the calculation of the Final Settlement items reflected on such Post-Closing Statement. Within thirty (30) days after the delivery of the Post-Closing Statement as submitted by Seller. The parties shall agree with respect Seller to Purchaser, Purchaser may object in good faith to the changes proposed Proposed Post-Closing Adjustment in writing, stating in reasonable detail its objections thereto. Seller and Purchaser agree to cooperate to exchange information used to prepare the Post-Closing Statement and information relating thereto. If Purchaser objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days after any objection by Purchaser, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller’s and Purchaser’s joint expense, review the Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any, no later than sixty within thirty (6030) days after Seller receives from Purchaser such appointment. The Parties agree to cooperate with the written report described above containing Purchaser’s proposed changesIndependent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. If For purposes of this Section 3.3 and wherever the Purchaser Independent Accounting Firm is retained to resolve a dispute between the Parties, the Independent Accounting Firm may determine the issues in dispute following such procedures, consistent with the language of this Agreement, as it deems appropriate to the circumstances and with reference to the amounts in issue. No particular procedures are intended to be imposed upon the Independent Accounting Firm, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. The Independent Accounting Firm shall have no liability to the Parties in connection with such services except for acts of bad faith, willful misconduct or gross negligence, and the Seller cannot then agree upon Parties shall provide such indemnities to the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Independent Accounting Firm”)Firm as it may reasonably request. The determination by the finding of such Independent Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court Parties hereto. Upon determination of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called appropriate adjustment (the “Final Settlement Date.” In Post-Closing Adjustment”) by agreement of the event Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party no later than three (a3) the Final Purchase Price is more than the Estimated Final Purchase PriceBusiness Days after such determination, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment funds or in any other manner as reasonably requested by the payee; provided that upon the written election of Purchaser, if Purchaser or Selleris the Party owing money, as the case may beamount owed shall instead be added to the face amount of the Note and be subject to the Credit Agreement and Collateral Assignment, and if Purchaser is owed any money, the amount owed shall be within five (5) days credited to reduce the principal amount of the Final Settlement DateNote.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no any event later than one hundred eighty within ninety (18090) days thereafterafter the Closing, Purchaser shall cause HHOC to prepare and submit to each Seller a statement, substantially in the form of Exhibit A (the "Final Settlement Statement"), containing adjustments to the Purchase Price contemplated by the provisions of Section 2.2 and the resulting Adjustment Amount for each Seller, together with such supporting documentation as is reasonably necessary to support the adjustments shown therein. Purchaser shall cause HHOC to give representatives of each Seller reasonable access to the premises of HHOC and to the books and records of HHOC for purposes of reviewing the calculation of any such adjustments and will cause appropriate personnel of HHOC to assist each Seller and representatives of any Seller, at no cost to such Seller, in verification of such calculations. The Final Settlement Statement shall become final and binding on Sellers and Purchaser as to the calculation of the Adjusted Purchase Price forty five (45) days following the date the Final Settlement Statement is received by Sellers, except to the extent that, prior to the expiration of such forty five (45) day period, any Seller shall prepare and deliver to Purchaser a final settlement statement (notice, as hereinafter required, of its disagreement with the “contents of the Final Settlement Statement”) setting . Such notice shall be in writing and set forth each adjustment or payment that was not finally determined as all disagreements of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. any Seller shall make its workpapers and other information available with respect to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt any portion of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing together with any changes that thereto proposed by such Seller, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If any Seller has timely delivered such a notice of disagreement to Purchaser, then, upon written agreement between Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of and Sellers resolving all disagreements set forth in such notice, the Final Settlement Statement shall be deemed an acceptance by become final and binding upon Purchaser and Sellers as to the calculation of the Adjusted Purchase Price. If the Final Settlement Statement has not become final and binding by the seventy fifth (75th) day following its receipt by Sellers, then Purchaser or Sellers may submit to a nationally-recognized firm of certified public accountants which neither serves as submitted by Sellerthe auditors for nor provides consulting services to HHOC or any Sellers or Purchaser or such other independent public accounting firm mutually satisfactory to Sellers and Purchaser for resolution any unresolved disagreements of Sellers set forth in the notice from Sellers to Purchaser. The parties fees and expenses of such accounting firm in making such determination shall agree with respect to the changes proposed be shared equally by Purchaser, if anyon the onehand, no later than sixty (60) days after Seller receives from Purchaser and Sellers, on the written report described above containing other. Upon resolution of such unresolved disagreements of Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement (including any revisions thereto as are so resolved or agreed) shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive conclusive, final and binding on upon Purchaser and Sellers as to the parties hereto and shall be enforceable against any party hereto in any court calculation of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Adjusted Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser of any net amount due to Sellers or SellerPurchaser, as the case may be, on the basis thereof shall be made within five (5) days of after the Final Settlement Statement (as so resolved or agreed) becomes final and binding on the parties hereto (the "Final Settlement Date").

Post-Closing Adjustments. As soon (a) For the purpose of this Agreement, the "Net Book Value" shall be the amount by which the aggregate book amount of the total assets of Target, as practicable after determined in accordance with this Section 4.5 and as shown on the ClosingClosing Balance Sheet (as hereinafter defined in Section 4.5(b)) exceeds the aggregate book amount of the total liabilities of Target, but as determined in no event later than one hundred eighty accordance with this Section 4.5 and as shown on the Closing Balance Sheet. With regard to the valuation of inventory in determining Net Book Value, Parent personnel will independently determine line item valuation on the basis of the lesser of cost or market value and commit to said valuation prior to Closing which shall not be subject to change during the post-closing audit. (180b) days thereafter, Seller The Net Book Value shall prepare be determined in U.S. Dollars from statements of total assets and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined total liabilities of Target as of the date of Closing and showing (The "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by Shareholders. (c) The Closing Balance Sheet shall be prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") applied on a basis consistent with those applied in the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt preparation of the Final Settlement Statement, but Financial Statements as defined in no event later than sixty Section 5.3(d) hereof (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser extent that the principles applied in the preparation thereof were in accordance with GAAP). (d) Shareholders shall use their best efforts to deliver cause the Closing Balance Sheet to Seller the written report detailing Purchaser’s proposed changes be delivered to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, Parent no later than five (5) days after Closing. (e) Parent shall have sixty (60) days after Seller receives from Purchaser receipt by it of the written report described above containing Purchaser’s proposed changesClosing Balance Sheet (the "Dispute Period") to have the accounting firm of Ernst & Young ("Accountant") conduct an audit and dispute any of the elements of such Closing Balance Sheet (a "Dispute"). If Parent does not give written notice of a Dispute (a "Dispute Notice") to Shareholders within the Purchaser Dispute Period, such Closing Balance Sheet shall be deemed to have been accepted by Parent in the form in which it was delivered by Shareholders and shall be final and binding upon the parties in the absence of fraud or manifest error and the Seller canEscrow Agent shall immediately release the Merger Consideration to the Shareholders. In the event Parent does not then agree with any amount or element reflected on the Closing Balance Sheet, based upon the Final Settlement Statementaforesaid audit, Parent shall give the Shareholders, and the Escrow Agent written notice thereof within such 60 day period and the Escrow Agent shall continue to hold the Merger Consideration escrow. Such written notice shall include a copy of the Accountant's determination of the Dispute and shall constitute a written demand by Parent for the amount set forth in Section 4.5(f) hereof. Following delivery of Sub Notice, the Final Settlement Statement Shareholders shall have twenty (20) days to notify Parent and the Escrow Agent that they dispute the Accountant's determination. In the event the Shareholders deliver such a Notice, such dispute shall be submitted for arbitration in accordance with Section 10.8 hereof and the Escrow Agent shall continue to a mutually agreed firm hold the Merger Consideration. In all other cases the Accountant's determination shall be final and binding. Following the resolution of independent public accountants any Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. Following such resolution, or, if there are no Disputes, following the expiration of the Dispute Period, the Closing Balance Sheet shall be deemed to reflect the actual Net Book Value of Target. (f) In the “Accounting Firm”event that following the resolution of any Dispute, the Net Book Value as reflected on the Closing Balance Sheet is less than $977,520, then Escrow Agent shall release to Parent shares of Parent Common Stock held in accordance with those terms of the Escrow Agreement applicable to this Section 4.5(f). The determination amount of Parent Common Stock released to the Parent shall be calculated by dividing the Net Book Value deficiency by the Accounting Firm Valuation Price of $7.00. The Escrow Agent shall be conclusive and binding on release the parties hereto and shall be enforceable against any party hereto in any court remainder of competent jurisdictionthe merger consideration to the Shareholders. Any costs and expenses incurred by the Accounting Firm The obligation to make payments pursuant to this Section 12.1 shall 4.5 is independent of, and in addition to, the indemnity obligations set forth in Article VIII of this Agreement, and will not in any way be borne by subject to the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Datelimitations referred to in Section 8.5 hereof.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than 5.1 Within sixty (60) days after Seller receives from the Closing Date (the "Post Closing Date"), Sellers Accountant will deliver to Purchaser a copy of the written report described above containing Purchaser’s proposed changes. If Pro Forma Balance Sheet prepared by Sellers Accountant along with any supporting documentation reasonably requested by Purchaser reflecting the Purchaser and Net Asset Amount as of the Seller cannot then agree upon Closing which shall be defined as the Final Settlement Statement, total of the determination of Purchased Assets less the amount of the Final Settlement Statement Assumed Liabilities relating to the Business, as reflected on the Pro Forma Balance Sheet (the "Net Asset Report"). The Pro Forma Balance Sheet shall be prepared using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments, estimations and methodologies as used in the preparation of the July 31, 2002 Pro Forma Balance Sheet. For purposes of determining the Net Asset Amount, within thirty (30) days following delivery to Purchaser of the Net Asset Report, Purchaser shall have the right to object in writing to the results contained therein. If timely objection is not made by Purchaser to the Net Asset Report, the Net Asset Report shall become final and binding for purposes of this Agreement. If timely objection is made by Purchaser to the Net Asset Report, and the Seller and Purchaser are able to resolve their differences in writing within fifteen (15) days following the expiration of such thirty (30) day period, then the Net Asset Report, as resolved, shall become final and binding as it relates to this Agreement. If timely objection is made by Purchaser to the Net Asset Report and Seller and Purchaser are unable to resolve their differences in writing within such fifteen (15) day period, then all disputed accounting matters pertaining to the Net Asset Report shall be submitted to a mutually agreed firm of independent public accountants and reviewed by an arbitrator (the “Accounting Firm”). The determination by the Accounting Firm Arbitrator) which shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne an independent accounting firm selected by the Seller and the Purchaser. If Purchaser equallyand Seller are unable to agree promptly on the accounting firm to serve as the Arbitrator, each shall select by not later than the seventh (7th) day following the expiration of the Net Asset Report objection period, a nationally recognized accounting firm, and each selected accounting firm shall be instructed to jointly select promptly another nationally recognized accounting firm, such third accounting firm shall serve as the Arbitrator. The date Arbitrator shall consider only the disputed accounting matters pertaining to the determination and shall act promptly and fairly to resolve all disputed accounting matters and its decision with respect to all disputed accounting matters shall be final and binding upon which such agreement the Seller and Purchaser. The expenses of the arbitration shall be borne one-half (1/2) by Purchaser and one-half (1/2) by the Seller. Each party shall be responsible for its own attorney and accounting fees. If the deficit in the Net Asset Amount (as shown on the Net Asset Report) is reached or upon which greater than ($-25,000.00), the Final Purchase Price is established, shall be herein called decreased on a dollar-for-dollar basis for such difference by Seller first repaying to Purchaser by certified or cashier's check or wire transfer, from the “Final Settlement Datecash paid under Section 4.2(a). The resolutions of any disputed legal matters pertaining to the report shall be subject to judicial review.” In 5.2 Within sixty (60) days after the event close of the 2002 fiscal year (a) December 31, 2002), Seller will deliver to Purchaser the Final Purchase Price is more than determination of the Estimated Final Purchase Price2002 EBIT for the period commencing January 1, 2002 to Closing, prepared by Seller's Accountant, along with any supporting documentation reasonably requested by Purchaser, and Purchaser shall pay will deliver to Seller the amount determination of the 2002 EBIT for the period commencing with the Closing and ending December 31, 2002, prepared by Purchasers internally generated accounting statements, along with any supporting documentation reasonably requested by Seller. The 2002 EBIT shall be prepared in accordance with generally accepted accounting principles using the same principles as set forth in the Financial Statements. Provided, however, in determining the 2002 EBIT, any expense charged to Purchaser's Verity Solutions Division for signing bonuses to be paid to Arnie Wetherhill and Mary ▇▇▇▇ Dougherty shall be ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ the term of their respective Employment Agreements with Purchaser. Thirty (30) days following delivery of such differencereports, or both parties shall have the right to object in writing to the results contained in such determinations. If timely objection is not made by either party to such determination, such determination shall become final and binding. If timely objection is made by any party and the parties are able to resolve their differences in writing within fifteen (b15) days following the Final expiration of the 2002 EBIT objection period, then such determination as resolved shall become final and binding as it relates to this agreement. If timely objection is made by any party and Seller and Purchaser are unable to resolve their differences in writing within ten (10) days following the expiration of the 2002 EBIT objection period, then all disputed accounting matters relating to the report shall be submitted to and reviewed by an Arbitrator according to the process and procedure set forth in Section 5.1 above. The expenses of the arbitration shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. Each party shall be responsible for its own accounting and attorney fees. The resolution of any disputed legal issues pertaining to those reports shall be subject to judicial review. Any net reduction in the Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of made in the Final Settlement Datemanner set forth in Section 4.1(e). Purchaser's existing Cleveland branch will not be included in the calculation to be made for the period commencing with the Closing and ending December 31, 2002.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180i) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no No later than sixty (60) days after the Closing Date, the Purchaser will prepare and deliver to the Seller receives from Purchaser a statement (the written report described above containing “Post-Closing Statement”) setting forth the Purchaser’s good faith calculation (as of the Closing Date) of (A) the Indebtedness Payoff Amount (the “Final Indebtedness”), (B) the aggregate amount of all unpaid Transaction Expenses (the “Final Transaction Expenses”), (C) the Working Capital (the “Final Working Capital”), (D) the amount of Cash (the “Final Cash Amount”), and (E) the Closing Payment Amount (the “Final Closing Payment Amount”), based on, among other things, the foregoing clauses (A) through (D). Each of the foregoing calculations will be accompanied by reasonable supporting detail therefor. During the period commencing on the date the Post-Closing Statement is delivered to the Seller and ending forty-five (45) days thereafter (the “Review Period”), the Purchaser will provide the Seller with reasonable access during normal business hours with at least forty-eight (48) hours prior written notice to any working papers, documents, and data from the Purchaser and/or the Company that were used to prepare the Post-Closing Statement. 25014300v.8 (ii) During the Review Period, the Seller may provide written notice to the Purchaser disputing all or any part of the Final Indebtedness, the Final Transaction Expenses, the Final Working Capital, the Final Cash Amount, and/or the Final Closing Payment Amount, specifying in reasonable detail those items that the Seller disputes (the proposed changesadjustment(s) or disputed item(s) to which the Seller objects are referred to herein as the “Disputed Amounts” and the Seller’s objection notice is referred to herein as the “Objection Notice”). If the Seller does not provide an Objection Notice with respect to any such amounts prior to the expiration of the Review Period, any such amounts not so objected to will be final, binding, non-appealable, and conclusive on the Parties. (iii) If the Seller delivers an Objection Notice to the Purchaser prior to the expiration of the Review Period, then the Seller and the Purchaser will negotiate in good faith to resolve the Disputed Amounts for twenty (20) days following the Purchaser’s receipt of the Objection Notice (or such longer period as may be agreed to in writing by the Purchaser and the Seller, the “Negotiation Period”). If, during the Negotiation Period, the Seller and the Purchaser are able to resolve any Disputed Amounts, then such agreed upon amounts will be set forth in a writing executed by the Purchaser and the Seller canand will become final, binding, non-appealable, and conclusive on the Parties. (iv) If a final resolution is not then agree upon obtained within the Final Settlement StatementNegotiation Period, the determination Purchaser and the Seller will retain for the benefit of all the amount of the Final Settlement Statement shall be submitted to Parties a mutually agreed nationally recognized public accounting firm of independent public accountants (the “Accounting FirmIndependent Accountant”) to resolve any remaining Disputed Amounts. If the Independent Accountant is retained, then (A) the Purchaser and the Seller will each submit to the Independent Accountant in writing, not later than fifteen (15) days after the Independent Accountant is retained, their respective positions with respect to the Disputed Amounts, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (B) the Independent Accountant will, within thirty (30) days after receiving the positions of both the Seller and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant (or such longer period as may be requested by the Independent Accountant), render its decision as to the Disputed Amounts in a written report, which decision will be final, binding, nonappealable, and conclusive on the Parties. Neither the Purchaser nor the Seller will have or conduct any communication, either written or oral, with the Independent Accountant without the other Party either being present (or having waived or declined its right to be present) or receiving a concurrent copy of any written communication. The determination Purchaser and the Seller, and their respective Representatives, will cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Firm shall Independent Accountant, all with the intent to fairly and in good faith resolve all Disputed Amounts as promptly as reasonably practicable. The Parties will be conclusive and binding entitled to have a judgment entered on the parties hereto and shall be enforceable against any party hereto such written report in any court of competent jurisdiction. Any In resolving any disputed item, the Independent Accountant (w) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Purchaser or the Seller, or less than the lowest value for such item claimed by either the Purchaser or the Seller, in each case, as presented to the Independent Accountant, (x) will be bound by the principles set forth in this Agreement, (y) will act as an expert and not as an arbitrator, and (z) will limit its review to matters specifically set forth in the Objection Notice. The fees and expenses of the Independent Accountant will be paid by the Party whose estimate of the Disputed Amounts is furthest from the Independent Accountant’s calculation of the Disputed Amounts (in addition to any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date11.11).” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty ninety (18090) days thereafterfollowing the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Holder Representative a final settlement statement draft balance sheet of the Company as of the time of the Closing (the “Closing Balance Sheet”), which Closing Balance Sheet shall also set forth a calculation of each of Working Capital, the Working Capital Surplus, if any, the Working Capital Deficit, if any, the Closing Cash (the “Final Settlement StatementClosing Cash”) setting forth each adjustment ), the amount of Restricted Cash, the amount of Net Indebtedness and any Transaction Expenses not paid prior to or payment that was not finally determined as of the at Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes“Unpaid Transaction Expenses”). If the Purchaser fails to deliver the Closing Balance Sheet within such ninety (90)-day period, then, in addition to any other rights the Holder Representative may have under this Agreement, the Holder Representative shall have the right to elect that (i) the Estimated Balance Sheet be deemed to be the Final Balance Sheet for purposes of this Agreement, and (ii) the amounts of Estimated Working Capital, Estimated Closing Cash, Estimated Restricted Cash and/or Estimated Net Indebtedness be deemed to be the amounts of the final Working Capital, Final Closing Cash, Final Restricted Cash and Final Net Indebtedness, as applicable for purposes of this Agreement. (b) The Holder Representative shall have forty-five (45) days following receipt of the Closing Balance Sheet during which to notify the Purchaser of any dispute of any item contained in the Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute. At any time within such forty-five (45)-day period, the Holder Representative shall be entitled to agree with any or all of the items set forth in the Closing Balance Sheet. (c) If the Holder Representative does not notify the Purchaser of any such dispute within such forty-five (45)-day period, or notifies the Purchaser of its agreement with the adjustments in the Closing Balance Sheet prior to the expiration of the forty-five (45)-day period, the Closing Balance Sheet prepared by the Purchaser shall be deemed to be the “Final Balance Sheet.” (d) If the Holder Representative notifies the Purchaser of any such dispute within such forty-five (45)-day period, the Closing Balance Sheet shall be resolved as follows: (i) The Purchaser and the Seller canHolder Representative shall cooperate in good faith to resolve any such dispute as promptly as possible. (ii) In the event the Purchaser and the Holder Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as the Purchaser and the Holder Representative shall mutually agree in writing) of notice of such dispute, then all amounts and items remaining in dispute shall be submitted by the Holder Representative and the Purchaser to the Arbitrator for a determination resolving such disputed items or amounts (it being agreed and understood that the Arbitrator shall act as an arbitrator (and not an expert) to determine such disputed items or amounts and shall do so based solely on presentations and information provided by the Purchaser and the Holder Representative and not by independent review). Upon submission of the disputed items to the Arbitrator, the Purchaser and the Holder Representative shall agree on the process and procedures governing the resolution of such disputed items by the Arbitrator, provided, that if such Parties fail to agree on such process and procedures within ten (10) days following the submission of such disputed items to the Arbitrator, then agree such process and procedures shall be determined by the Arbitrator. In conducting its review, the Arbitrator shall consider only those items or amounts in the Closing Balance Sheet and the Purchaser’s calculations as to which the Holder Representative has disagreed. The scope of the disputes to be resolved by the Arbitrator shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement (including the definitions of Working Capital, Closing Cash, Restricted Cash, Net Indebtedness, Transaction Expenses and the Accounting Rules) and the Arbitrator is not to make any other determination. The Arbitrator shall deliver to the Holder Representative and the Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Arbitrator), a report setting forth its calculation of Working Capital, Closing Cash, Restricted Cash, Net Indebtedness and Unpaid Transaction Expenses (to the extent in dispute). In no event shall the Arbitrator’s calculation of Working Capital be less than the amount of Working Capital shown in the Purchaser’s calculation delivered pursuant to Section 3.9(a) nor more than the amount thereof shown in the Holder Representative’s calculation delivered pursuant to Section 3.9(b); in no event shall the Arbitrator’s calculation of Closing Cash be less than the amount of Closing Cash shown in the Purchaser’s calculation delivered pursuant to Section 3.9(a) nor more than the amount thereof shown in the Holder Representative’s calculation delivered pursuant to Section 3.9(b); in no event shall the Arbitrator’s calculation and Restricted Cash be more than the amount of Restricted Cash shown in the Purchaser’s calculation delivered pursuant to Section 3.9(a) nor less than the amount thereof shown in the Holder Representative’s calculation delivered pursuant to Section 3.9(b); in no event shall the Arbitrator’s calculation of Net Indebtedness be more than the amount of Net Indebtedness shown in the Purchaser’s calculation delivered pursuant to Section 3.9(a) nor less than the amount thereof shown in the Holder Representative’s calculation delivered pursuant to Section 3.9(b); and in no event shall the Arbitrator’s calculation of Unpaid Transaction Expenses be more than the amount of Unpaid Transaction Expenses shown in the Purchaser’s calculation delivered pursuant to Section 3.9(a). Such report shall be final and binding upon the Final Settlement StatementParties and shall be used for purposes of calculating any adjustments pursuant to this Section 3.9. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 3.9(d) shall be the exclusive mechanism for resolving disputes regarding any adjustments for Working Capital, Closing Cash, Restricted Cash, Net Indebtedness and Unpaid Transaction Expenses, and neither the Holders nor the Purchaser shall be entitled to indemnification for Damages pursuant to ARTICLE X to the extent taken into account in the determination of Working Capital, Closing Cash, Restricted Cash, Net Indebtedness, Unpaid Transaction Expenses or for matters adjudicated on by the Arbitrator. Judgment may be entered upon the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto Arbitrator in any court of competent jurisdictionhaving jurisdiction over the Party against which such determination is to be enforced. Any The fees, costs and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Arbitrator shall be borne by the Seller Purchaser and the Holder Representative (on behalf of the Holders), respectively, in proportion to the relative amount each Party’s determination has been modified. For example, if the Holder Representative challenges the calculation of Working Capital by an amount of One Hundred Thousand Dollars ($100,000), but the Arbitrator determines that the Holder Representative has a valid claim for only Sixty Thousand Dollars ($60,000), the Holder Representative shall bear forty percent (40%) of the fees and expenses of the Arbitrator and the Purchaser equallyshall bear the other sixty percent (60%) of such fees and expenses. (e) The Purchaser and the Holder Representative jointly shall modify the calculations of Working Capital, the Working Capital Surplus, if any, the Working Capital Deficit, if any, Closing Cash, Restricted Cash, Net Indebtedness and Unpaid Transaction Expenses, as appropriate to reflect the resolution of the Holder Representative’s objections (as agreed upon by the Purchaser and the Holder Representative or as determined by the Arbitrator) and deliver it to the Holder Representative within ten (10) days after the resolution of such objections. The date upon which such agreement is reached or upon which the Final Purchase Price is established, Such revised balance sheet shall be herein called the “Final Settlement DateBalance Sheet.” In the event” (af) If there is a Working Capital Deficit reflected on the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller Balance Sheet and/or if the amount of such difference, or (b) Net Indebtedness as stated on the Final Purchase Price Balance Sheet (the “Final Net Indebtedness”) is less greater than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such differenceEstimated Net Indebtedness (the difference being referred to herein as “Excess Debt”) and/or if the amount of Unpaid Transaction Expenses is greater than zero, in either event then the Purchaser shall be entitled to recover the amount of any Working Capital Deficit, Excess Debt and Unpaid Transaction Expenses, as applicable, by wire transfer in immediately available funds. Payment by Purchaser retaining part, or Sellerall, as the case may be, of the Holdback Amount. The Holdback Amount shall be the first source of recovery for any Working Capital Deficit, any Excess Debt and/or Unpaid Transaction Expenses to the extent such funds are available, and to the extent not available, the Purchaser’s only other recourse for a Working Capital Deficit shall be from the Indemnification Escrow Fund. The Purchaser and the Holder Representative shall jointly direct the Escrow Agent to release such amounts from the Indemnification Escrow Fund. To the extent that the amount of any Working Capital Deficit, any Excess Debt and/or Unpaid Transaction Expenses, as applicable, does not reach a total sum of the Holdback Amount, then such difference shall be distributed by the Purchaser to the Equity Holders in accordance with their respective Escrow Pro Rata Percentages, by wire transfer of immediately available funds, within five (5) days Business Days after the Purchaser’s delivery of the Final Settlement DateBalance Sheet to the Holder Representative, to an account or accounts designated by the Holder Representative (which in the case of payments being made to Option Holders and Phantom Stockholders, may include the Company’s payroll accounts). (g) If there is a Working Capital Surplus reflected on the Final Balance Sheet and/or if the amount of Final Net Indebtedness is less than the amount of Estimated Net Indebtedness (the difference being referred to herein as “Refund Debt”), and/or the amount of actual Transaction Expenses are less than amounts previously paid, then the Purchaser shall pay to (i) the Holder Representative for payment to the holders of Company Stock to an account or accounts designated by the Holder Representative and (ii) to the Option Holders and Phantom Stockholders through the Company’s payroll accounts, in each case in accordance with their respective Escrow Pro Rata Percentages, the Working Capital Surplus, the Refund Debt and the amount of the Transaction Expenses overpayment, as the case may be, by wire transfer of immediately available funds within five (5) Business Days after the Purchaser’s delivery of the Final Balance Sheet to the Holder Representative. (h) If (i) there is no Working Capital Deficit and no Working Capital Surplus, (ii) the amount of Final Net Indebtedness is equal to the amount of Estimated Net Indebtedness, and (iii) there are no Unpaid Transaction Expenses or there is no Transaction Expense overpayment, then no further adjustments or payments shall be made.

Post-Closing Adjustments. (a) As soon promptly as practicable practicable, but no later than 30 days, after the ClosingEffective Time, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare the Company will cause to be prepared and deliver delivered to Purchaser a final settlement statement Newco the Company’s calculation of the actual amount of the Closing Date Indebtedness Amount as of the Effective Time (the “Final Settlement Closing Indebtedness Statement”). (b) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty Within fifteen (6015) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaserafter Newco’s receipt of the Final Settlement Closing Indebtedness Statement, Newco shall deliver to the Company a written statement either accepting the Closing Indebtedness Statement or specifying any objections thereto (including therein Newco’s calculations of such amounts and Newco’s grounds for such disagreement in reasonable detail) (an “Objections Statement”). The Objections Statement shall specify those items or amounts as to which Newco disagrees, and Newco shall be deemed to have agreed with all other items and amounts contained in the calculations delivered pursuant to Section 2.08(a). (c) If Newco shall have delivered an acceptance by Purchaser of Objections Statement, the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to Company and Newco shall, during the changes proposed by Purchaser, if any, no later than sixty fifteen (6015) days after Seller receives from Purchaser following such delivery, negotiate in good faith to reach agreement on the written report described above containing Purchaser’s proposed changesdisputed items or amounts in order to determine, as may be required, the Closing Date Indebtedness Amount. If the Purchaser Company and Newco are unable to reach such agreement during such period, they shall promptly thereafter appoint an independent accountant of nationally recognized standing reasonably satisfactory to the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Company and Newco (the “Accounting Firm”)) to promptly to review this Agreement and the Merger Agreement and the disputed items or amounts for the purpose of calculating the Closing Date Indebtedness Amount. The determination by In making such calculations, the Accounting Firm shall consider only those items or amounts in the Objections Statement. The Accounting Firm, acting as experts and not as arbitrators, shall determine in accordance with the applicable agreements set forth in the definition of “Company Indebtedness” in the Merger Agreement, the actual amount of the Closing Date Indebtedness Amount as of the Effective Time and shall deliver to the Company and Newco a written report setting forth such calculations. Such report shall be conclusive final and binding on upon the parties hereto Company and Newco. The cost of such review and report shall be enforceable against any party hereto borne (i) by the Company if the aggregate amount of the difference between the Closing Date Indebtedness Amount included in any court of competent jurisdiction. Any costs the Closing Indebtedness Statement and expenses incurred the final amounts thereof as determined by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called 2.08(c) (the “Final Settlement Date.” In the event (aCompany Variance”) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated aggregate amount of the difference between the Closing Date Indebtedness Amount included in the Objections Statement and the final amounts thereof as determined by the Accounting Firm pursuant to this Section 2.08(c) (the “Newco Variance”), (ii) by Newco if the Company Variance is less than the Newco Variance and (iii) otherwise equally by the Company and Newco. (d) The Parties shall, and shall cause their respective independent accountants and Subsidiaries to, cooperate and assist in the preparation of the calculations of the Closing Date Indebtedness Amount and in the conduct of the audits and reviews referred to in this Section 2.08, including by making available to the extent necessary their respective books, records, work papers and personnel. (e) Following the determination of the Closing Date Indebtedness Amount by agreement of the Parties or by the Accounting Firm (such amount, the “Final Purchase PriceIndebtedness Amount”), Seller (i) if the aggregate Per Share Merger Consideration paid by Parent pursuant to the Merger Agreement at the Effective Time was less than the aggregate amount thereof calculated by using the Final Indebtedness Amount, then Newco shall pay to Purchaser the Company an amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as equal to the case may be, shall be within five (5) days excess of the Final Settlement DateIndebtedness Amount over the Closing Date Indebtedness Amount and (ii) if the aggregate Per Share Merger Consideration paid by Parent pursuant to the Merger Agreement at the Effective Time exceeds the aggregate amount thereof calculated by using the Final Indebtedness Amount, then the Company shall pay to Newco the amount equal to the excess of the Closing Date Indebtedness Amount over the Final Indebtedness Amount.

Post-Closing Adjustments. As soon as practicable The Purchase Price set forth in Section 1.3 shall be subject to adjustment after the ClosingClosing Date as follows: (a) Within 30 days after the Closing Date, but in no event later than one hundred eighty (180) days thereafter, the Seller shall prepare and deliver to Purchaser the Buyer the Draft Closing Balance Sheet. The Seller shall prepare the Draft Closing Balance Sheet in accordance with GAAP applied on a final settlement basis consistent with the application of GAAP to the preparation of the Financial Statements, which shall set forth the Closing Working Capital. (b) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Closing Balance Sheet or a detailed statement describing its objections (if any) to the Draft Closing Balance Sheet. If the Buyer delivers to the Seller a notice accepting the Draft Closing Balance Sheet, or the Buyer does not deliver a written objection to the Draft Closing Balance Sheet by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Closing Balance Sheet shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Closing Balance Sheet, such objections shall be resolved as follows: (i) The Buyer and the Seller shall first use reasonable efforts and cooperate in good faith to resolve such objections. (ii) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer’s statement of objections within 15 days after delivery of such statement of objections, the Buyer and the Seller shall, within 10 days following the expiration of such 15-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller and the Accountant, to resolve any (and only those) remaining objections set forth on the Buyer’s statement of objections (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmUnresolved Objections”). The determination Accountant shall not address any issues other than the Unresolved Objections. (iii) The Buyer and the Seller shall jointly submit to the Accountant, within 5 days after the date of the engagement of the Accountant (as evidenced by the Accounting Firm date of the engagement agreement), a copy of the Draft Closing Balance Sheet, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller. Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 10 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 30 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In the event that the Accountant makes such a request, a Party submitting any writing to the Accountant shall deliver a copy of such writing to the other Party on the same day, and any oral communication by a Party with the Accountant shall take place only in the presence (in person or telephonically) of the other Party. In the event that the Accountant makes such request, a Party submitting any written material to the Accountant in response to such request (or otherwise in connection with the Unresolved Objections) shall deliver a copy of all such written material to the other Party on the same day, and any oral communication with the Accountant by a Party in response to such a request shall take place only in the presence (in person or telephonically) of the other Party. (iv) Within 45 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling which shall include a balance sheet, comprised of the Draft Closing Balance Sheet as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant’s resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (v) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.7(b) for resolving disputes with respect to the Draft Closing Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce the ruling of the Accountant. (vi) The Buyer and the Seller shall each pay one-half of the fees and expenses of the Accountant under this Section 1.7. (c) If the Closing Working Capital as shown on the parties hereto Final Closing Balance Sheet is less than zero, then the Buyer may deduct from the initial Quarterly Earn-Out Payment and, if and to the extent necessary, from each subsequent Quarterly Earn-Out Payment, the entirety of the amount otherwise payable to the Seller until the entire Closing Working Capital Shortfall has been paid in full to the Buyer. Notwithstanding the foregoing, if the Closing Working Capital Shortfall as shown on the Final Closing Balance Sheet is greater than $500,000, then (i) the Buyer and the Seller shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by deliver to the Accounting Firm Escrow Agent, within three business days after the date on which the Final Closing Balance Sheet is finally determined pursuant to this Section 12.1 1.7, a written notice executed by both parties instructing the Escrow Agent to (A) disburse to the Buyer from the Closing Working Capital Escrow Fund an amount equal to the lesser of (1) the Closing Working Capital Shortfall less $500,000 and (2) the full amount of the Closing Working Capital Escrow Fund, and (B) disburse to the Seller any amount remaining in the Closing Working Capital Escrow Fund, and (ii) the Buyer may deduct the remainder of the Closing Working Capital Shortfall from the Quarterly Earn-Out Payments as set forth in the previous sentence. (d) If the Closing Working Capital as shown on the Final Closing Balance Sheet is greater than zero, the Closing Payment shall be borne increased by such excess amount and the Buyer shall pay to the Seller, by wire transfer of immediately available funds to an account or accounts designated by the Seller and Seller, within three business days after the Purchaser equally. The date upon which such agreement is reached or upon on which the Final Purchase Price Closing Balance Sheet is establishedfinally determined pursuant to this Section 1.7, shall be herein called the “Final Settlement Datean amount equal to such excess.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As 8.1 Petroleum Products Stock Valuation Statement, Current Assets Valuation Statement, Capital Expenditures Valuation Statement and Scanraff Debt Valuation Statement The Sellers shall procure that as soon as practicable after following the Closing, but in no event not later than one hundred eighty forty-five (18045) days thereafterfollowing the Closing, Seller there shall prepare and deliver to Purchaser a final settlement statement be made written Closing Date valuation statements of the Petroleum Products Stock (the “Final Settlement Petroleum Products Stock Valuation Statement”), the Current Assets (the “Current Assets Valuation Statement”), the Capital Expenditures (the “Capital Expenditures Valuation Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers Scanraff Debt (the “Scanraff Debt Valuation Statement”), in form and other information available substance acceptable to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and prepared in accordance with the Seller cannot then agree upon the Final Settlement procedure set out in Schedule 8.1. 8.2 Determination of Petroleum Products Stock Valuation Statement, Current Assets Valuation Statement, Capital Expenditures Valuation Statement and Scanraff Debt Valuation Statement 8.2.1 The Petroleum Products Stock Valuation Statement, the determination Current Assets Valuation Statement, the Capital Expenditures Valuation Statement and the Scanraff Debt Valuation Statement, as agreed or determined in accordance with the procedure set out in Schedule 8.1: (i) shall constitute the Petroleum Products Stock Valuation Statement, the Current Assets Valuation Statement, the Capital Expenditures Valuation Statement and the Scanraff Debt Valuation Statement for purposes of the amount of the Final Settlement Statement this Agreement; and (ii) shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and Parties, but shall in no way limit, restrict or waive any of the Parties’ rights as a result of any breach of any representation or warranty of the other Party or any breach or non-fulfillment of any obligation of any other Party under this Agreement. 8.2.2 The Closing Petroleum Products Stock Value shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by derived from the Accounting Firm pursuant to this Section 12.1 Petroleum Products Stock Valuation Statement. 8.2.3 The Closing Current Assets Value shall be borne by derived from the Seller and the Purchaser equally. Current Assets Valuation Statement. 8.2.4 The date upon which such agreement is reached or upon which the Final Purchase Price is established, Closing Capital Expenditures Value shall be herein called derived from the “Final Settlement DateCapital Expenditures Valuation Statement.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, 8.2.5 The Closing Scanraff Debt Value shall be within five (5) days derived from the Scanraff Debt Valuation Statement. 8.3 Determination of the Final Settlement Date.Petroleum Products Stock Value Adjustment, Current Assets Value Adjustment, Capital Expenditures Value Payment and Scanraff Debt Value Adjustment

Post-Closing Adjustments. As soon as practicable The Purchase Price set forth in Section 2.2 shall be subject to adjustment after the ClosingClosing Date as follows: (a) Within 60 days after the Closing Date, but in no event later than one hundred eighty (180) days thereafter, Seller the Buyer shall prepare and deliver to Purchaser the Representative balance sheets reflecting the net tangible assets of each Seller (each, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the "Draft Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”Balance Sheet"). The determination by Buyer shall prepare the Accounting Firm Draft Closing Balance Sheets in accordance with GAAP. For purposes of this Agreement, "net tangible assets" shall mean tangible Assets minus Assumed Liabilities. Notwithstanding anything to the contrary herein, the Draft Closing Balance Sheets shall not include any liabilities for vacation time for employees of the Sellers accrued between June 1, 1995 and the Closing Date or any 12PAGE of the following liabilities: (i) as described in the September Balance Sheet of MSC, (A) notes payable-officers, (B) accrued royalties payable, (C) accrued salaries-officers and (D) accrued dividends, (ii) as described in the September Balance Sheet of Anacon, (A) notes payable-officers, (B) accrued rent-related, (C) accrued expenses-related and (D) accrued dividends, and (iii) any payables from MSC-UK to Moisture Systems Consolidated Corporation In addition, the Draft Closing Balance Sheets shall not include any of the following assets as described on the September Balance Sheet of MSC: (i) notes receivable, (ii) interest receivable and (iii) rents receivable. It is agreed that the valuation for all inventory on the Draft Closing Balance Sheet for Anacon shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Dateno greater than $150,000.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon Following the conclusive determination of the Closing Working Capital as practicable after set forth in Section 1(h)(vi) (such amount as so determined, the Closing“Final Working Capital”), but the Closing Indebtedness as set forth in no event later than one hundred eighty Section 1(h)(vi) (180such amount as so determined, the “Final Indebtedness”), the Closing Transaction Expenses as set forth in Section 1(h)(vi) days thereafter(such amount as so determined, Seller the “Final Transaction Expenses”) and the Closing Cash and Cash Equivalents as set forth in Section 1(h)(vi) (such amount as so determined, the “Final Cash and Cash Equivalents”), the Merger Consideration shall prepare be recalculated by substituting the Final Working Capital for the Estimated Working Capital, the Final Indebtedness for the Estimated Indebtedness, the Final Transaction Expenses for the Estimated Transaction Expenses and deliver to Purchaser a final settlement statement the Final Cash and Cash Equivalents for the Estimated Cash and Cash Equivalents (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmMerger Consideration”). The determination If (x) the Final Merger Consideration is greater than the Estimated Merger Consideration, then (A) Parent shall cause the Surviving Company to pay to the Payments Administrator for further deposit to the Reserve Account an amount, in cash, equal to the difference between the Final Merger Consideration and the Estimated Merger Consideration and (B) the funds remaining in the Adjustment Escrow Amount shall be released to the Payments Administrator for distribution to the Major Sellers, and (y) the Estimated Merger Consideration is greater than the Final Merger Consideration, then (A) an amount in cash equal to the difference between the Estimated Merger Consideration and the Final Merger Consideration shall be paid from the Adjustment Escrow Amount to Parent; provided that in the event that the difference between the Estimated Merger Consideration and the Final Merger Consideration exceeds the Adjustment Escrow Amount, the first $100,000 of such excess shall be paid to Parent from the Indemnity Escrow and any remaining shortfall shall be paid (at Parent’s sole discretion) from the Reserve Account (to the extent available), or ratably by the Accounting Firm Management Shareholders on a several (but not joint) basis in accordance with each Management Shareholder’s respective pro rata share of the Merger Consideration (it being understood that such proportionate share of each Management Shareholder, when taken together with the proportionate share of each of the other Management Shareholder shall be conclusive equal one hundred percent (100%) of the excess), and binding on (B) the parties hereto and shall be enforceable against any party hereto funds remaining (if any) in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant Adjustment Escrow Amount, after giving effect to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is establishedclause (A), shall be herein called released to the “Final Settlement Date.” In Payments Administrator for distribution to the event (aMajor Sellers. Any payment required to be made by this Section 1(h)(iv) shall be made as provided in Section 1(h)(v). For illustration purposes, assuming that each Management Shareholder is entitled to 25% of the Final Purchase Price Merger Consideration, if there is more than a remaining shortfall of $1,500 after deducting the Estimated Final Purchase Priceexcess from the Indemnity Escrow Account, Purchaser and Parent elects to recover such shortfall from the Management Shareholders, each Management Shareholder shall pay be severally liable to Seller the Parent for an amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date$500.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than On or before one hundred eighty and twenty (180120) days thereafterafter Closing, Seller shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of to the Closing and showing the calculation of such adjustments and the resulting Final Adjusted Purchase PricePrice in accordance with Section 3 above. Seller shall make its workpapers prepare the Final Settlement Statement in accordance with this Agreement and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftwith GAAP. As soon as practicable On or before fifteen (15) days after receipt of the Final Settlement Statement, Buyer shall have the right, but in no event later than sixty (60) days thereafternot the obligation, Purchaser shall to deliver to Seller a written report containing notice of any changes that Purchaser proposes objections by Buyer to make to any adjustments in the Final Settlement Statement. Any failure by Purchaser Buyer’s notice shall describe in detail any objectionable adjustments and include supporting documentation. If Buyer fails to deliver to Seller written notice of such objections within said time period, the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of adjustments in the Final Settlement Statement shall be deemed an acceptance by Purchaser of conclusively to be final and binding upon the Parties. If Buyer delivers written objections within said time period, the Final Settlement Statement as submitted by Seller. The parties shall agree be deemed conclusively to be final and binding with respect to the changes proposed by Purchaser, if any, no later all adjustments other than sixty those specifically described in Buyer’s written objections. Buyer and Seller shall use their reasonable efforts in good faith to confer and resolve any objections on or before fifteen (6015) days after Seller receives from Purchaser the written report described above containing PurchaserSeller’s proposed changesreceipt of Buyer’s notice of objections. If Buyer and Seller resolve all objections, the Purchaser adjusted Final Settlement Statement and the Seller canAdjusted Purchase Price shall be deemed conclusively to be final and binding upon the Parties. Any adjustments not then agree upon resolved within said 15-day time period shall be resolved pursuant to this Section 9. In such case, each Party will within ten (10) Business Days from the expiration of the 15-day time period deliver to each other and the arbitrator (who shall be a mutually acceptable independent accounting firm with recognized expertise in the oil and gas business) a notice setting forth in reasonable detail the amount and calculation of the adjustments to the proposed Final Settlement Statement and their proposed Adjusted Purchase Price. Within ten (10) Business Days after receiving such notices, such accounting firm shall choose the Adjusted Purchase Price from one of the notices and will in no way be empowered to choose a different value. With respect to any adjustments in the Final Settlement Statement, the determination of the amount of the Final “Settlement Statement Date” shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which adjustments are deemed final and binding hereunder. If the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Adjusted Purchase Price is more than the Estimated Final Purchase PricePreliminary Amount, Purchaser Buyer shall pay to Seller the amount of such difference, or (b) . If the Final Adjusted Purchase Price is less than the Estimated Final Purchase PricePreliminary Amount, Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any such payment by Buyer or Seller hereunder shall be paid by wire transfer in immediately available funds. Payment by Purchaser funds on or Seller, as the case may be, shall be within before five (5) days of after the Final Settlement Date.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but the Selling Members and Buyer shall cause the Company to prepare, in no event later than one hundred eighty (180) days thereafteraccordance with the Closing Balance Sheet Principles and otherwise in conformity with GAAP, Seller shall prepare applied on a basis consistent with the Annual Financial Statements, and deliver to Purchaser the Selling Members and Buyer, a final settlement statement balance sheet of the Company (which shall give effect to the “Final Settlement Statement”Consolidation Transactions at book value) setting forth each adjustment or payment that was not finally determined as of the close of business on the date immediately preceding the Closing Date (the "Preliminary Closing Balance Sheet") and showing the its calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon total shareholders equity as practicable after receipt of the close of business on the date immediately preceding the Closing Date ("Final Settlement StatementShareholders Equity"); provided, but however, that in determining Final Shareholders Equity there shall be no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing reserve or accrual for any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance liabilities not assumed by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Company pursuant to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”Section 10.2(d). The determination by cost of preparing the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 Preliminary Closing Balance Sheet shall be borne by the Seller Company and the Purchaser equally. The date upon which such agreement is reached or upon which the shall not be accrued as a liability in determining Final Purchase Price is established, shall be herein called the “Final Settlement DateShareholders Equity.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) Buyer and Gage shall each have thirty (30) days following delivery of the Preliminary Closing Balance Sheet during which to notify the other of any dispute of any item contained in the Preliminary Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute. If either party fails to notify the other of any dispute within such 30-day period, the Preliminary Closing Balance Sheet shall be deemed to be the "Final Closing Balance Sheet." Buyer and the Selling Members shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, Closing Balance Sheet shall be within five (5) days prepared in accordance with the agreement of Buyer and the Final Settlement DateSelling Members.

Post-Closing Adjustments. As soon as practicable (a) Within ninety (90) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Parent shall prepare and deliver or cause to Purchaser be prepared and delivered to the Securityholders’ Representative a final settlement statement (the “Final Settlement Adjusted Closing Date Statement”) ), substantially in the form attached hereto as Exhibit D, setting forth Parent’s determination of (i) Closing Indebtedness and the components thereof, (ii) Closing Net Working Capital, the Net Working Capital Adjustment and the components thereof, (iii) Closing Cash and the components thereof, (iv) Transaction Expenses and the components thereof, (v) any [***] Agreement Payment and (vi) the Purchase Price calculated based on the foregoing, in each adjustment or payment that was not finally determined as case of the foregoing clauses (i) through (vi), calculated in accordance with the definitions thereof and, if applicable, the Accounting Principles, together with reasonably detailed supporting documentation used to calculate the foregoing amounts. If Parent fails to deliver the Adjusted Closing and showing Date Statement within such ninety (90) day period following the calculation Closing Date, then the Securityholders’ Representative shall have the right to either (A) determine that the calculations of such adjustments the amounts in the Estimated Closing Date Statement will be deemed to be the amounts set forth in the Adjusted Closing Date Statement, the Purchase Price will be deemed to be the Estimated Purchase Price, and the resulting Final Purchase Price. Seller Price Increase and the Price Decrease will be deemed to be zero, and such amounts shall make its workpapers be final and other information available binding upon the Parties for all purposes of this Agreement and not subject to Purchaser appeal, or (B) within thirty (30) days thereafter (the “Preparation Period”), prepare and deliver to Parent the Adjusted Closing Date Statement (it being understood that, if the Securityholders’ Representative exercises such right to prepare and deliver the Adjusted Closing Date Statement, the provisions in paragraph (b) below shall be construed in a manner such that Parent has the right to review such statement and submit a Dispute Notice thereto). During the Preparation Period (if applicable), the Review Period and the Resolution Period, Parent shall afford to the Securityholders’ Representative reasonable access, upon reasonable notice, during normal business hours and in order a manner that does not disrupt or interfere with Parent’s business operations, to confirm all of the adjustments shown on Sellerproperties, books, Contracts, personnel and records of the Company Group as the Securityholders’ Representative shall reasonably request in connection with Securityholders’ Representative’s draft. As soon as practicable after review of the Adjusted Closing Date Statement. (b) The Securityholders’ Representative shall have thirty (30) days following receipt of the Final Settlement Adjusted Closing Date Statement to review such statement (the “Review Period”). If the Securityholders’ Representative disagrees with the Adjusted Closing Date Statement, but the Securityholders’ Representative shall notify Parent in no event later than sixty writing of such disagreement during the Review Period, which notice (60a “Dispute Notice”) shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts and recalculations thereof, and the basis for the disagreements set forth therein (each, a “Disputed Amount”); provided that a Dispute Notice shall only include Disputed Amounts (and Disputed Amounts may only be) based on (A) a failure of any of the calculations of Closing Indebtedness, Closing Net Working Capital, the Net Working Capital Adjustment, Closing Cash, Transaction Expenses and the Purchase Price contained in the Adjusted Closing Date Statement to be determined in accordance with the Accounting Principles and the applicable definitions set forth in this Agreement or (B) mathematical errors in the Adjusted Closing Date Statement. If the Securityholders’ Representative does not deliver a Dispute Notice within the Review Period, the Adjusted Closing Date Statement, as delivered pursuant to Section 3.10(a), shall be considered final, binding and non-appealable upon the Parties. If the Securityholders’ Representative delivers a Dispute Notice within the Review Period, then (i) the Disputed Amounts shall be resolved pursuant to Section 3.10(c) and (ii) such portions of the Adjusted Closing Date Statement that are not Disputed Amounts shall be considered final, binding and non-appealable upon the Parties. (c) During the thirty (30) days thereafterimmediately following the delivery of a Dispute Notice (the “Resolution Period”), Purchaser the Securityholders’ Representative and Parent shall deliver seek in good faith to Seller a written report containing resolve any changes differences that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree they may have with respect to the changes proposed matters identified in the Dispute Notice (and all discussions related thereto shall, unless otherwise agreed to by PurchaserParent and Securityholders’ Representative, if any, no later than sixty be governed by Rule 408 of the Federal Rules of Evidence (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesand any applicable similar state rules)). If the Purchaser Parent and the Seller cannot Securityholders’ Representative are unable to resolve all Disputed Amounts within the Resolution Period (or such longer time as the parties may agree), then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement Disputed Amounts shall be submitted referred for final determination to a mutually agreed Deloitte & Touche LLP, or if Deloitte & Touche LLP is unwilling or unable to serve, then an independent nationally recognized accounting firm of independent certified public accountants accountants, jointly determined by Parent and the Securityholders’ Representative (such firm, or another firm determined pursuant to this Section 3.10(c), the “Accounting Firm”), within fifteen (15) days after the end of such thirty (30) day period. The Accounting Firm shall be engaged pursuant to a customary engagement letter among the Securityholders’ Representative, Parent and the Accounting Firm on terms and conditions consistent with this Section 3.10(c), shall act as expert, and not as arbitrator, and shall consider only those Disputed Amounts which Parent and the Securityholders’ Representative have been unable to resolve during the Resolution Period. Neither the Securityholders’ Representative nor Parent (and none of their respective Representatives) shall have any ex parte communications (whether written or oral) or meetings with the Accounting Firm without the prior written consent of the other party. The Accounting Firm shall deliver to Parent and the Securityholders’ Representative, as promptly as practicable, and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. The Accounting Firm determination shall be based solely on presentations and supporting material provided by the Securityholders’ Representative and Parent and not pursuant to any independent review, and shall be limited to fixing mathematical errors in the calculations underlying the Disputed Amounts and determining the extent to which Parent’s or the Securityholders’ Representative’s, as applicable, determination of the Disputed Amounts were determined in accordance with the definitions of Closing Indebtedness, Closing Net Working Capital, the Net Working Capital Adjustment, Closing Cash, Transaction Expenses and Purchase Price contained herein and the Accounting Principles. The Accounting Firm shall only be permitted to determine an amount with respect to any Disputed Amount that is either the amount of such Disputed Amount as proposed by the applicable Party in the Adjusted Closing Date Statement or the Dispute Notice or an amount in between the two amounts. Such report shall be final, binding and non-appealable upon the Parties, absent fraud or manifest error. Upon the decision of the Accounting Firm, the Adjusted Closing Date Statement, as adjusted to the extent necessary to reflect the Accounting Firm’s decision, shall be final, binding and non-appealable upon the Parties. At any time, Parent and the Securityholders’ Representative may agree to settle any remaining Disputed Amount, including any such Disputed Amount submitted to the Accounting Firm, which agreement shall be in writing and shall be deemed final, binding and non-appealable upon the Parties with respect to the subject matter of such Disputed Amount so resolved (the “Resolution Agreement”); provided that, if the Accounting Firm has been engaged, Parent and the Securityholders’ Representative shall promptly provide a copy of such Resolution Agreement to the Accounting Firm and instruct the Accounting Firm not to resolve such Disputed Amount so resolved, it being agreed that if the Accounting Firm nonetheless resolved such Disputed Amount for any reason, the Resolution Agreement shall control. The fees, costs and expenses of the Accounting Firm shall be conclusive allocated between Parent and binding on the parties hereto Securityholders’ Representative based upon the percentage that the portion of the contested amount not awarded to each such party bears to the amount actually contested by such party. For example, if the Securityholders’ Representative claims the aggregate Purchase Price is $1,000 greater than the amount determined by Parent, and shall be enforceable against any party hereto in any court if the Accounting Firm ultimately resolves the dispute by awarding the Securityholders $300 of competent jurisdiction. Any the $1,000 contested, then the costs and expenses incurred by of arbitration shall be allocated 30% (i.e., 300 ÷ 1,000) to Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Accounting Firm Securityholders’ Representative. The dispute resolution provisions set forth in this Section 3.10 shall be the sole and exclusive remedy of the Parties for any disputes related to the determination of the Closing Indebtedness and the components thereof, Closing Net Working Capital, the Net Working Capital Adjustment and the components thereof, Closing Cash and the components thereof, Transaction Expenses and the components thereof and the Purchase Price; provided that, the foregoing shall not prohibit any Party from instituting an Action to enforce any final determination of the Purchase Price pursuant to the terms and conditions of this Section 3.10(c). (d) In the event that the Purchase Price as finally determined pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement 3.10 is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more greater than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of Price (such difference, orthe “Price Increase”), Parent shall pay, by wire transfer of immediately available funds, an aggregate amount in cash equal to the Price Increase for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the Price Increase. The payment of the Price Increase for the benefit of, and for further distribution to, the Securityholders shall be made within five (5) Business Days following the later of (i) the final determination of the Price Increase and (ii) Parent’s receipt of the applicable Post-Closing Payment Spreadsheet with respect to such Price Increase pursuant to this Section 3.10(d). (be) In the Final event that the Purchase Price as finally determined pursuant to this Section 3.10 is less than the Estimated Final Purchase PricePrice (such difference, Seller the “Price Decrease”), then an amount in cash equal to the lesser of (i) the Price Decrease and (ii) the Escrow Funds shall pay be released from the Escrow Account to Purchaser Parent in accordance with Section 3.10(f) and Section 3.10(g) and the Escrow Agreement. If the Escrow Funds are less than the amount of the Price Decrease, then Parent may set-off the amount of such differencedeficiency by deducting such amount on a dollar-for-dollar basis from any Contingent Payment that has not yet been fully paid pursuant to this Agreement. For the avoidance of doubt, in either event the Escrow Funds and the reduction of Contingent Payments contemplated by wire transfer in the immediately available funds. Payment by Purchaser or Seller, as the case may be, preceding sentence shall be within the sole and exclusive remedies of Parent and its Affiliates with respect to any Price Decrease. (f) Within five (5) days Business Days after the final determination of the Final Settlement DatePurchase Price, Parent and the Securityholders’ Representative shall send a joint written instruction to the Escrow Agent to release, by wire transfer of immediately available funds, all of the Escrow Funds, as follows: (i) to Parent, the amount (if any) payable to Parent pursuant to Section 3.10(e); and (ii) any remaining Escrow Funds after giving effect to the payment in clause (i) above, if any (the “Escrow Release Amount”), for the benefit of, and further distribution to, the Securityholders entitled thereto in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the Escrow Release Amount. (g) In connection with the payment of any Price Increase, any Price Decrease and any Escrow Release Amount, as applicable, the Securityholders’ Representative shall prepare and deliver (or cause to be prepared and delivered) to Parent and the Paying Agent a Post-Closing Payment Spreadsheet with respect to such payment. Parent and its Affiliates shall be entitled to rely on the Post-Closing Payment Spreadsheet delivered pursuant to this Section 3.10(g) as conclusive evidence of amounts payable to the Securityholders pursuant to this Agreement. (h) Any payment made pursuant to this Section 3.10 shall be treated as an adjustment to the Purchase Price for federal, state, local and non-U.S. income Tax purposes.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty ninety (18090) days thereafterfollowing the Closing Date, Seller Maiden Insurance shall prepare and deliver to Purchaser Enstar a final settlement detailed statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined Maiden Insurance’s calculation of the Retrocession Premium, the Initial Funds Withheld Account Balance and the Net Retrocession Premium as of the Effective Time. (b) If Enstar disagrees with the determination of any item on the Final Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Statement, it may, within thirty (30) days after receipt of the Final Settlement Closing Statement, but in no event later than sixty deliver a notice of disagreement (60a “Notice of Disagreement”) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to Maiden Insurance disagreeing with the Final Settlement StatementClosing Statement and specifying in reasonable detail each item that it in good faith disputes (each, a “Disputed Item”) and the amount in dispute for each such Disputed Item. Any failure by Purchaser If Enstar does not deliver a Notice of Disagreement within such thirty (30) day period, then the Retrocession Premium, the Initial Funds Withheld Account Balance and the Net Retrocession Premium shall be deemed to deliver to Seller equal the written report detailing Purchaser’s proposed changes to amounts provided in the Final Settlement Closing Statement within sixty and such amounts shall be final, binding and conclusive on the Parties. (60c) If a Notice of Disagreement was timely delivered pursuant to Section 2.4(b), Enstar and Maiden Insurance shall, during the fifteen (15) days following Purchaser’s the receipt of such Notice of Disagreement (the Final Settlement Statement shall be deemed an acceptance “Resolution Period”), use their commercially reasonable efforts to reach agreement on the Disputed Items. If, by Purchaser the end of the Final Settlement Statement as submitted by Seller. The parties shall agree Resolution Period, Enstar and Maiden Insurance are unable to reach such agreement with respect to all of the changes proposed by PurchaserDisputed Items, if any, no later than sixty they shall promptly thereafter engage and submit the unresolved Disputed Items (60the “Unresolved Items”) to a mutually acceptable actuarial firm (the “Actuarial Firm”) which shall promptly review this Agreement and the Unresolved Items. The Actuarial Firm shall issue its written determination with respect to each Unresolved Item within thirty (30) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesUnresolved Items are submitted for review. If The Actuarial Firm shall determine each of the Purchaser Unresolved Items, and giving effect to such determination, calculate the Retrocession Premium, the Initial Funds Withheld Account Balance and the Seller cannot then agree upon Net Retrocession Premium. Each Party shall use commercially reasonable efforts to furnish to the Final Settlement StatementActuarial Firm such work papers, books, records and documents and other information pertaining to the Unresolved Items as the Actuarial Firm may request. The determination of the amount of the Final Settlement Statement Actuarial Firm shall be submitted to a mutually agreed firm of independent public accountants (final, binding and conclusive on the “Accounting Firm”)Parties. The Judgment may be entered upon the determination by the Accounting Actuarial Firm shall be conclusive in accordance with Section 9.7. The fees, expenses and binding on costs of the parties hereto and shall be enforceable against Actuarial Firm incurred in rendering any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm determination pursuant to this Section 12.1 shall be borne split equally between Enstar and Maiden Insurance. (d) Promptly following final resolution of the Retrocession Premium, the Initial Funds Withheld Account Balance and the Net Retrocession Premium, whether by the Seller and absence of timely delivery of Notice of Disagreement or pursuant to Section 2.4(c), if the Purchaser equallyNet Retrocession Premium exceeds the Estimated Net Retrocession Premium, Maiden Insurance shall deposit into the Trust Account, on behalf of the Retrocessionaire an amount equal to such excess. The date upon which such agreement is reached or upon which If the Final Purchase Price is establishedEstimated Net Retrocession Premium exceeds the Net Retrocession Premium, then Maiden Insurance shall be herein called entitled to withdraw from the “Final Settlement Date.” In Trust Account an amount equal to such excess. If the event (a) the Final Purchase Price is more than Initial Funds Withheld Account Balance exceeds the Estimated Final Purchase PriceInitial Funds Withheld Account Balance, Purchaser Maiden Insurance shall pay credit to Seller the Funds Withheld Account an amount of equal to such difference, or (b) the Final Purchase Price is less than excess. If the Estimated Final Purchase PriceInitial Funds Withheld Account Balance exceeds the Initial Funds Withheld Account Balance, Seller then Maiden Insurance shall pay debit the Funds Withheld Account by an amount equal to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsexcess. Payment by Purchaser or Seller, as the case may be, Any payment pursuant to this Section 2.4(d) shall be made within five (5) days Business Days after the amount of the Final Settlement DateRetrocession Premium has been resolved pursuant to this Section 2.4, by wire transfer of immediately available funds to the Trust Account or to an account designated by Maiden Insurance, as applicable. The amount of any payment, credit or debit to be made pursuant to this Section 2.4(d) shall bear interest from and including the Closing Date to but excluding the date of payment, credit or debit at a rate per annum equal to 2.0%. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.

Post-Closing Adjustments. As soon In general, and except as practicable provided in this Agreement or the Closing Documents, Seller shall be entitled to all income, and shall pay all expenses, relating to the operation of the Property for the period as of 11:59 P.M. on the day immediately preceding the Closing Date and Purchaser shall be entitled to all income, and shall pay all expenses, relating to the operation of the Property for the period commencing on and after the Closing Date. Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of Section 5.4 of this Agreement; provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of 120 days after the Closing, but or (b) subject to such 120-day period, unless such items exceed $2,500.00 in no event later than one hundred eighty magnitude (180) days thereaftereither individually or in the aggregate). Notwithstanding anything in this Article 5 to the contrary, Seller shall prepare have no obligation to pay (and deliver Purchaser shall not receive a credit at Closing for) any operating expenses that are attributable to the period beginning on and after the Closing Date to the extent that Purchaser a final settlement statement is entitled after Closing to reimbursement of operating expenses, or the recovery of any increase in operating expenses, from Tenant under the Lease, regardless of whether Purchaser actually collects such reimbursement or increased operating expenses from Tenant, it being understood and agreed by Purchaser and Seller that (i) as between Purchaser and Seller, Purchaser shall be responsible for payment of all of such operating expenses on and after Closing, and (ii) the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as burden of collecting such reimbursements shall be solely on Purchaser. The provisions of this Section 5.5 shall survive the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt delivery of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver Deed to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Within ninety (90) days after the ClosingClosing Date (“Adjustment Notice Date”), but in no event later than one hundred eighty (180) days thereafter, Seller Purchaser shall prepare and deliver to Purchaser Seller a final settlement statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as Purchaser’s good faith determination of the Closing and showing Consideration Schedule, which includes the calculation of such adjustments Closing Working Capital Adjustment, the Closing Cash on Hand, the Closing Indebtedness and the resulting Final Purchase PriceClosing Transaction Expenses, in each case, with reasonable supporting documentation. Seller The Closing Statement shall make its workpapers and other information available be prepared in accordance with the Accounting Principles. Until the Closing Statement is finally determined pursuant to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterthis Section 3.2, Purchaser shall deliver afford Seller (and its representatives and advisors), upon reasonable prior written notice, reasonable access during normal business hours and in a manner so as not to Seller a written report containing unreasonably interfere with the normal business operations of Purchaser or any changes that Purchaser proposes Group Company, to make all books and records and all personnel involved in the preparation of, or otherwise relevant to the Final Settlement Statement. Any failure calculation of, the financial submission contemplated by Section 3.2 and the Closing Statement that are under control of or in the possession of Purchaser to deliver to or any Group Company (or their respective representatives and advisors). (b) The Closing Statement shall be final and binding on the Parties unless Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement shall, within sixty forty-five (6045) days following Purchaser’s receipt the delivery of the Final Settlement Closing Statement (the “Dispute Period”), deliver to Purchaser written notice of disagreement with the Closing Statement (a “Dispute Notice”), which Dispute Notice shall describe the nature of any such disagreement in reasonable detail and identify the specific items involved and the dollar amount of such disagreement. If Seller delivers a Dispute Notice with respect to any amount set forth in the Closing Statement before the expiration of the Dispute Period, then the disputed amounts shall be deemed an acceptance resolved by Seller and Purchaser. If Seller and Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree are unable to resolve all disagreements with respect to the changes proposed Closing Statement within thirty (30) days of receipt by PurchaserSeller of a Dispute Notice with respect to the Closing Statement, if anyor such longer period as may be agreed by Purchaser and Seller, no later than sixty then, within ten (6010) days after the end of such period, Seller receives from and Purchaser shall jointly retain an independent boutique specialty firm with an active practice in post-mergers and acquisitions dispute resolution mutually agreed by the written report described above containing Purchaser’s proposed changes. If Parties (the Purchaser and the Seller cannot then agree upon the Final Settlement StatementPerson so selected, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination Parties acknowledge and agree that the Firm shall act as an expert and not as an arbitrator. Seller and Purchaser agree to jointly enter into a customary indemnity agreement with the Firm in connection with the retention of such Firm. The Firm will consider only those items and amounts identified in the applicable Dispute Notice as to which Purchaser and Seller have disagreed within the time periods and on the terms specified above and must resolve such matters in accordance with the terms and provisions of this Agreement. Purchaser and Seller may furnish to the Firm such information and documents as such Party deems relevant. Upon receipt of such submission and information and documents by the Accounting Firm, the Firm shall distribute copies of such submission and all such documents and information to the other Party, and each such other Party shall have an opportunity to submit a response to the Firm no later than five (5) Business Days following receipt of such submission and all such documents and information. The Firm shall resolve each item of disagreement based solely on the supporting material provided by the Parties and not pursuant to any independent review and may not assign a value to any particular item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Purchaser or Seller, in each case as presented to the Firm. No Party shall engage in any communications, whether written or oral, with the Firm without the other Parties, either being present or concurrently receiving a written copy of any such communications. Neither Purchaser nor Seller will disclose to the Firm and the Firm will not consider for any purpose, any settlement discussions or settlement offer made by or on behalf of Purchaser or Seller unless otherwise agreed in writing by Purchaser and Seller. The Firm shall issue a detailed written report that sets forth the resolution of all items in dispute and that contains, as applicable, a final amount for the Closing Working Capital Adjustment, Closing Cash on Hand, Closing Indebtedness and/or Transaction Expenses. Such report shall be final and binding (in the absence of manifest error) upon Purchaser and Seller. The fees and expenses of the Firm shall be conclusive and binding borne on a proportionate basis by Seller, on the parties hereto one hand, and shall be enforceable against any party hereto in any court Purchaser, on the other hand, based on the percentage which the portion of competent jurisdictionthe contested amount not awarded to each such Person bears to the amount actually contested by such Person. Any costs and expenses incurred by For purposes of illustration only, if the Accounting total amount of the disputed items submitted to the Firm pursuant to this Section 12.1 shall be borne by the Seller is $1,000,000, and the Firm determines that Purchaser equally. The date upon which such agreement is reached or upon which has a valid claim for $400,000 of the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price$1,000,000, Purchaser shall pay bear sixty percent (60%) of the fees and expenses of the Firm and Seller shall bear the remaining forty percent (40%) of the fees and expenses of the Firm. Purchaser and Seller shall, and Purchaser shall cause the Group Companies to, cooperate fully with the Firm and respond on a timely basis to Seller all requests for information or access to documents or personnel made by the Firm or by other Parties, all with the intent to fairly and in good faith resolve all disputes relating to any amount in the Closing Statement as promptly as reasonably practicable. (c) If the amount of such differencerepresenting the Closing Working Capital Adjustment, or (b) the Final Purchase Price is less than Closing Cash on Hand, the Closing Indebtedness or the Closing Transaction Expenses, in each case, as reflected in the Closing Statement as finally determined in accordance with this Section 3.2, differs from the Estimated Final Purchase PriceClosing Working Capital Adjustment, Seller shall pay to Purchaser the amount of such differenceEstimated Closing Cash on Hand, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerthe Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses, respectively, as the case may be, the Cash Consideration Amount shall be adjusted on a dollar for dollar basis by the amount of such difference such that: (i) if the Closing Working Capital Adjustment as reflected in the Closing Statement is greater than the Estimated Closing Working Capital Adjustment, then the Cash Consideration Amount shall be increased by the amount of such excess, and if the Closing Working Capital Adjustment as reflected in the Closing Statement is less than the Estimated Closing Working Capital Adjustment, then the Cash Consideration Amount shall be decreased by the amount of such shortfall; (ii) if the Closing Cash on Hand as reflected in the Closing Statement is greater than the Estimated Closing Cash on Hand, then the Cash Consideration Amount shall be increased by the amount of such excess, and if the Closing Cash on Hand as reflected in the Closing Statement is less than the Estimated Closing Cash on Hand, then the Cash Consideration Amount shall be decreased by the amount of such shortfall; (iii) if the Closing Indebtedness as reflected in the Closing Statement is greater than the Estimated Closing Indebtedness, then the Cash Consideration Amount shall be decreased by the amount of such excess, and if the Closing Indebtedness as reflected in the Closing Statement is less than the Estimated Closing Indebtedness, then the Cash Consideration Amount shall be increased by the amount of such shortfall; and (iv) if the Closing Transaction Expenses as reflected in the Closing Statement are greater than the Estimated Closing Transaction Expenses, then the Cash Consideration Amount shall be decreased by the amount of such excess, and if the Closing Transaction Expenses as reflected in the Closing Statement are less than the Estimated Closing Transaction Expenses, then the Cash Consideration Amount shall be increased by the amount of such shortfall. If the adjustments, if any, under this Section 3.2 (when taken together) result in an aggregate reduction in the Cash Consideration Amount, Seller shall pay or cause to be paid to Purchaser (by wire transfer to an account designated in writing by Purchaser) amount of such reduction within five (5) days Business Days after the final determination of the Final Settlement Dateadjustments. If the adjustments, if any, under this Section 3.2 (when taken together) result in an aggregate increase in the Cash Consideration Amount, Purchaser shall pay or cause to be paid to Seller (by wire transfer to an account designated in writing by Seller) the amount of such increase within five (5) Business Days after the final determination of the adjustments; provided that, to the extent that the payment of such amount, if any, would give rise to any payment which, but for Closing, would have been a Transaction Expense (a “Post-Closing Payment”), such Post-Closing Payment shall be paid out of such amount, and be made first to the recipient thereof, in reduction of the amount of such difference that otherwise would have been paid to Seller.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty ninety (6090) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty ninety (6090) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsfunds or, if the amount of such difference is less than Twenty-Five Thousand and No/100 Dollars ($25,000.00), by check. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon Following the conclusive determination of the Actual Working Capital as practicable after set forth in Section 1(e)(v) (such amount as so determined, the Closing“Final Working Capital”), but the Actual Indebtedness as set forth in no event later than one hundred eighty Section 1(e)(v) (180such amount as so determined, the “Final Indebtedness”), the Actual Transaction Expenses as set forth in Section 1(e)(v) days thereafter(such amount as so determined, Seller the “Final Transaction Expenses”) and the Actual Cash as set forth in Section 1(e)(v) (such amount as so determined, the “Final Cash”), the Closing Cash Consideration shall prepare be recalculated by substituting the Final Working Capital for the Estimated Working Capital, the Final Indebtedness for the Estimated Indebtedness, the Final Transaction Expenses for the Estimated Transaction Expenses and deliver to Purchaser a final settlement statement the Final Cash for the Estimated Cash (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmCash Consideration”). The determination by If (x) the Accounting Firm Final Cash Consideration is greater than the Closing Cash Consideration, then (A) the Companies shall pay to each Seller in an amount equal to such Seller’s Pro Rata Share the difference between the Closing Cash Consideration and the Final Cash Consideration and (B) the funds remaining in the Escrow Amount shall be conclusive released to each Seller in an amount equal to such Seller’s Pro Rata Share and binding on (y) the parties hereto and Closing Cash Consideration is greater than the Final Cash Consideration, then (A) such amount shall be enforceable against paid from the Escrow Amount to Buyer (with any party hereto shortfall that exceeds the Escrow Amount to come from the Sellers severally and not jointly in any court of competent jurisdiction. Any costs accordance with each Seller’s Pro Rata Share), and expenses incurred by (B) the Accounting Firm pursuant funds remaining (if any) in the Escrow Amount, after giving effect to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is establishedclause (A), shall be herein called the “Final Settlement Date.” In the event (areleased to each Seller in an amount equal to such Seller’s Pro Rata Share. Any payment required to be made by this Section 1(e)(iii) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datemade as provided in Section 1(e)(iv).

Post-Closing Adjustments. As soon as practicable (a) Within ninety (90) days after the ClosingClosing Date, but in no event later than one hundred eighty (180i) days thereafter, Seller the Buyer shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Seller the Balance Sheet Adjustment as of the Closing Date (the “Actual Balance Sheet Adjustment”) and showing (ii) the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to the Buyer the Pension Adjustment as of the Closing Date (the “Actual Pension Adjustment”). (b) If the Seller a written report containing has any changes that Purchaser proposes to make objections to the Final Settlement Statement. Any failure Actual Balance Sheet Adjustment as prepared by Purchaser to deliver to the Buyer, the Seller shall, within thirty (30) Business Days after the Seller’s receipt thereof (the “Seller Notice Period”), give written report detailing Purchaser’s proposed changes notice (the “Seller Notice”) to the Final Settlement Statement Buyer specifying in reasonable detail such objections and the basis therefor, and calculations which the Seller has determined in good faith are necessary to eliminate such objections. If the Seller does not deliver the Seller Notice within sixty the Seller Notice Period, the Buyer’s determinations on the Actual Balance Sheet Adjustment shall be final, binding and conclusive on the Seller and the Buyer. If the Seller provides a Seller Notice within the Seller Notice Period, the Seller and the Buyer shall negotiate in good faith during the fifteen (6015) days following PurchaserBusiness Day period (the “Balance Sheet Resolution Period”) after the date of the Buyer’s receipt of the Final Settlement Statement Seller Notice to resolve any disputes regarding the Actual Balance Sheet Adjustment. (c) The Buyer shall be deemed an acceptance by Purchaser have fifteen (15) Business Days following receipt of the Final Settlement Statement as submitted Actual Pension Adjustment to review the Actual Pension Adjustment provided by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmBuyer Review Period”). The determination Seller shall cooperate in good faith during the Buyer Review Period in responding to any questions the Buyer has regarding the Actual Pension Adjustment calculation. If the Buyer has objections to the Actual Pension Adjustment as prepared by the Accounting Firm Seller, other than to the Seller’s fiscal year end assumptions or to a calculation which has been performed without error in accordance with the requirements of Section 4044 of ERISA, the Buyer shall, by the end of the Buyer Review Period, give written notice (the “Buyer Notice”) to the Seller. Such Buyer Notice shall specify in reasonable detail such objections and the basis therefor, and calculations which the Buyer has determined in good faith are necessary to eliminate such objections. If the Buyer does not deliver the Buyer Notice within the Buyer Review Period, the Seller’s determinations on the Actual Pension Adjustment shall be final, binding and conclusive and binding on the parties hereto Buyer and the Seller. If the Buyer provides a Buyer Notice within the Buyer Review Period, the Buyer and the Seller shall be enforceable against negotiate in good faith during the fifteen (15) Business Day period (the “Pension Resolution Period”) after the date of the Seller’s receipt of the Buyer Notice to resolve any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by disputes regarding the Accounting Firm pursuant to this Section 12.1 shall be borne by Actual Pension Adjustment. (d) If the Seller and the Purchaser equally. The date upon which Buyer are unable to resolve all such agreement is reached disputes within the Resolution Period or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerPension Resolution Period, as the case may be, shall be then within five (5) days Business Days after the expiration of the Final Settlement Dateapplicable Resolution Period, all unresolved disputes shall be submitted to ▇▇▇▇▇ & Company, Ltd. (the “Arbitrator”), who shall be engaged to provide a final, binding and conclusive resolution of all such unresolved disputes within thirty (30) Business Days after such engagement. The Arbitrator shall act as an independent arbitrator to determine, based solely on the presentations by the Seller and the Buyer and not by independent review, only those issues that remain in dispute. Upon final resolution of all disputed items, the Arbitrator shall issue a report showing its final calculation of such disputed items. The determination of the Arbitrator shall be final, binding and conclusive on the Seller and the Buyer, and the fees and expenses of the Arbitrator shall be borne 50% by the Seller and 50% by the Buyer. In connection with the resolution of any dispute, each party (the Seller on one hand and the Buyer on the other) shall pay its own fees and expenses, including legal, accounting and consultant fees and expenses. Notwithstanding anything to the contrary in this Agreement, any disputes regarding the Actual Balance Sheet Adjustment or the Actual Pension Adjustment shall be resolved as set forth in this Section 2.3. (e) Within ten (10) Business Days of the final determination of the Actual Balance Sheet Adjustment and the Actual Pension Adjustment in accordance with this Section 2.3, the resulting Closing Adjustment shall be paid in immediately available funds. If the Closing Adjustment is a positive number, the Closing Adjustment shall be paid by the Buyer to the Seller. If the Closing Adjustment is a negative number, the Closing Adjustment shall be paid by the Seller to the Buyer. Any Closing Adjustment shall be an adjustment to the Purchase Price.

Post-Closing Adjustments. As soon as practicable Within 120 days after the ClosingEffective Date, but Buyer shall prepare a statement as of the Effective Date (the “Closing Statement”) containing Buyer’s good faith determination of (A) Cash and Working Capital (each calculated as of the close of business on the Effective Date), (B) Indebtedness and Transaction Expenses (each calculated as of the close of business on the Effective Date), (C) Buyer’s calculation of the Collected Accounts Receivable, and (D) Buyer’s calculation of the Adjustment Amount, which Closing Statement shall have been prepared by Buyer using accounting principles, practices and methods consistent with those used in no event preparing the Financial Statements and determining the Target Working Capital and calculated in a manner consistent with Exhibit A. Seller will have 45 days after it receives the Closing Statement (the “Review Period”) to notify Buyer in writing whether it agrees with the Closing Statement. If Seller notifies Buyer that it agrees with, or if Seller does not send a Dispute Notice with respect to, the Closing Statement within the Review Period, then the Closing Statement will be deemed agreed and will be conclusive, final and binding on the Parties. If Seller notifies Buyer in writing within the Review Period that it does not agree with the Closing Statement, which notice must include the amount of and basis for the disagreement and supporting documentation (the “Dispute Notice”), then Seller and Buyer shall negotiate in good faith to resolve the disagreement, and any matters in the Dispute Notice that are resolved in writing by Seller and Buyer will be conclusive, final and binding on the Parties. Any portion of the Closing Statement that is not disputed in the Dispute Notice will be deemed agreed and will be conclusive, final and binding on the Parties. If Seller and Buyer do not resolve all of the matters in the Dispute Notice within 30 days after Buyer receives the Dispute Notice (or such longer period as they agree) then they shall submit the remaining unresolved matters (the “Open Matters”) to the Independent Accountant for resolution. If Open Matters are submitted to the Independent Accountant, (i) Seller and Buyer shall provide to the Independent Accountant such documents and information relating to the Open Matters as the Independent Accountant reasonably requests and will have the opportunity to present the Open Matters to the Independent Accountant (and copies of any materials provided by any Party to the Independent Accountant shall be delivered concurrently to the other Parties); (ii) the Independent Accountant shall consider only the Open Matters, shall base its determination solely on the materials submitted by Seller and Buyer and this Section 3(b) and related definitions (and not on an independent review) and may not assign a value to any item greater than the greatest value or less than the smallest value claimed by the Parties in the Closing Statement or the Dispute Notice; (iii) Seller and Buyer shall instruct the Independent Accountant to provide a written determination of the Open Matters within 60 days of their submission, and such determination will be conclusive, final and binding on the Parties (except in the case of manifest error or fraud); (iv) Seller and Buyer shall each pay 50% of the fees and costs of the Independent Accountant; and (v) the Independent Accountant shall act as an expert, not as an arbitrator, in determining the Open Matters. No later than one hundred eighty (1805 business days following the final agreement or determination of the Adjustment Amount pursuant to this Section 3(b) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement StatementAdjustment Amount”), the following payments shall be made: (A) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of if the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Closing Payment is less than the Estimated Final Purchase PriceClosing Payment, Seller shall pay to Purchaser Buyer cash in an amount equal to the amount of such difference, in either event by wire transfer in immediately available funds. difference between the Estimated Closing Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of and the Final Settlement Date.Closing Payment; and (B) if the Final Closing Payment is greater than the 10

Post-Closing Adjustments. As soon as practicable after 10.12.1 For purposes of this Section 10, all items described in this Section 10 and reflected on the ClosingClosing Statement are deemed the estimates of the prorations, but in no event credits and other adjustments subject to adjustment hereunder. No later than one hundred eighty twenty (180120) days thereafterafter Closing (except for the reproration of any taxes set forth in Section 10.1.1 for which final tax bills are not yet available), Seller Purchaser shall prepare and deliver to Purchaser Seller a final settlement Closing statement (the “Final Settlement Statement”), which shall correct the estimates and (if necessary) setting forth each other amounts used in the Closing Statement, as adjusted in accordance with both parties’ post-Closing examination of the books and records of the Property and on facts discovered by either party after Closing and the actual amounts collected from the guests for whom Seller was given a credit under the prorations of the Current Ledger. For purposes of the Current Ledger, such adjustment shall be based upon the actual amounts collected from the guests, which amounts are attributable to the credit previously given to Seller under the prorations. If the Final Statement indicates that the credit given to Seller at Closing exceeds the actual amounts collected from the guests, Seller shall be deemed to have purchased all such uncollected Current Ledger amounts previously credited to Seller (together with the rights and claims arising therefrom) from Purchaser by a corresponding credit to Purchaser on such Final Statement. 10.12.2 Within ten (10) business days after the Final Statement has been agreed upon by Seller and Purchaser, Purchaser or payment that was not finally determined Seller (as the case may be) shall pay to the other the net amount owing on the final settlement of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers prorations, credits and other information available adjustments as shown by the agreed Final Statement. 10.12.3 If Seller and Purchaser, each acting reasonably and in good faith, cannot resolve any issue with respect to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of describe in this Section 10.12, they shall submit such issue for binding resolution by the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by SellerAccountants. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser bear equally all fees and the Seller cannot then agree upon the Final Settlement Statement, the determination expenses of the amount Accountants in connection with the resolution of such issue, and each party shall bear its own legal, accounting and other fees and expenses incurred in connection with the resolution of the Final Settlement Statement issue by the Accountants. Such resolution shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and shall judgment may be enforceable against any party hereto entered upon such resolution in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Datehaving jurisdiction thereof.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. ustments (a) As soon as practicable after following the Closing, but Closing and in no any event later than one hundred eighty within fifty (18050) days thereafter, Seller following the Closing the Surviving Corporation and the Shareholders shall prepare and deliver to Purchaser a final settlement statement (balance sheet of the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Partnership as of the Closing and showing giving effect to the calculation transactions described herein (the "Closing Date Balance Sheet"). Such Closing Date Balance Sheet shall set forth the amount in the working capital accounts conveyed to Newco (through its ownership of such adjustments the Partnership) pursuant to the transactions herein at the Closing determined in accordance with generally accepted accounting principles consistently applied except as expressly described below ($150,000.00 of which shall be hereinafter referred to as the "Cash Amount") and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm amount by which the adjustments shown on Seller’s draft. As soon as practicable after receipt current assets (including the Cash Amount) of the Final Settlement StatementPartnership exceed the current liabilities of the Partnership (other than the current portion of long term debt and capital leases, but each as scheduled under the Old Asset Purchase Agreement) (the "Net Asset Amount"). Such Cash Amount and the Net Asset Amount shall be evidenced by a promissory note of WRI in no event later than sixty the stated principal amount of the sum of (60i) days thereafter, Purchaser $150,000.00 and (ii) the Net Asset Amount. The promissory note shall deliver to Seller a written report containing any changes that Purchaser proposes to make provide for payment to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller Shareholders (ratably based upon the written report detailing Purchaser’s proposed changes shares of WRI Stock received at the Closing) of an amount equal to the Final Settlement Statement Net Asset Amount without interest within sixty (60) days following Purchaser’s receipt the Closing or ten (10) business days following the preparation of the Final Settlement Statement Closing Date Balance Sheet, whichever is later. The promissory note shall be deemed also provide for payment to the Shareholders without interest on March 31, 1998 (ratably based upon the shares of WRI Stock received at the Closing) of an acceptance amount equal to the Cash Amount (A) plus accounts receivable collected by Purchaser or on behalf of the Final Settlement Statement as submitted Partnership by Seller. The parties shall agree with respect to March 31, 1998 that were not reflected on the changes proposed Closing Date Balance Sheet and (B) less accounts receivable not collected by PurchaserMarch 31, if any, no later than sixty (60) days after Seller receives from Purchaser 1998 that were reflected on the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”)Closing Date Balance Sheet. The determination by the Accounting Firm whether an account receivable has been collected for purposes of clause (B) of this Section 10.6(a) shall be conclusive and binding made based on the parties hereto assumption that all amounts received from a receivable co-party from and after the date of the Closing Date Balance Sheet shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by applied first to reduce the Accounting Firm pursuant to this Section 12.1 shall be borne by related receivable existing on the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement DateClosing Date Balance Sheet until such receivable has been reduced to zero.

Post-Closing Adjustments. As soon as practicable (a) Sellers shall, within 30 days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement proposed financial statement of certain financial information of the Business as of the close of business on the Effective Date (the “Final Settlement "Proposed Statement”) setting forth each adjustment or payment that was not finally determined "), and a statement of the General Account Reserves as of the Closing Date (the "Proposed Closing Statement"), each in the same format as the Effective Date Statement and showing in accordance with the calculation requirements of such adjustments Section 2.01(b)A-D, and a certification of the chief financial officers of Sellers that the data contained in the Proposed Statement and the resulting Final Purchase PriceProposed Closing Statement was obtained from the books and records of AFLIAC and FAFLIC and such data was computed in accordance with Massachusetts SAP applied consistently in all material respects and with Section 2.01(b)A-D. Promptly after its preparation, AFLIAC and FAFLIC shall deliver copies of the Proposed Statement and Proposed Closing Statement to Purchaser. Seller Purchaser shall make its workpapers and other information available to Purchaser have the right to review in order to confirm such statements and the adjustments shown on Seller’s draft. As soon as practicable Estimated Closing Financial Statement and comment thereon for a period of 90 days after receipt of the Final Settlement Proposed Statement and Proposed Closing Statement. Sellers agree that Purchaser and its accountants may have access to the accounting records of Sellers relating to their preparation of the Proposed Statement, but Proposed Closing Statement and the Estimated Closing Financial Statement and for the purpose of conducting its review. Any changes in no the Proposed Statement, Proposed Closing Statement or the Estimated Closing Financial Statement that are agreed to by Purchaser and Sellers within 90 days of the aforementioned delivery of such balance sheet by Sellers shall be incorporated into a final statement of the Business as of the close of business on the Effective Date, a final statement of the Business as of the close of business on the Closing Date, and a Final Closing Financial Statement for the period from the Effective Date through the Closing Date, (the "Final Statement," "Final Closing Statement" and "Final Closing Financial Statement", respectively). In the event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes and Sellers are unable to make to agree on the Final Settlement Statement. Any failure by Purchaser to deliver to Seller manner in which any item or items should be treated in the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt preparation of the Final Settlement Statement, Final Closing Statement or Final Closing Financial Statement within such 90-day period, separate written reports of such item or items shall be deemed an acceptance by Purchaser of made in concise form and shall be referred to KPMG, LLP (the "Third Party Adjudicator") within seven days following the 90 day period. The Third Party Adjudicator shall determine within 14 days the manner in which such item or items shall be treated on the Final Settlement Statement, Final Closing Statement as submitted or Final Closing Financial Statement; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by SellerSellers, on the one hand, and Purchaser on the other hand. The parties shall agree with respect determinations by the Third Party Adjudicator as to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement items in dispute shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm in writing and shall be binding and conclusive and binding on the parties hereto and shall be enforceable against any party hereto so reflected in any court of competent jurisdictionthe Final Statement, Final Closing Statement or Final Closing Financial Statement. Any The fees, costs and expenses incurred by of retaining the Accounting Firm pursuant to this Section 12.1 Third Party Adjudicator shall be borne shared equally by Sellers, on the Seller one hand, and Purchaser, on the Purchaser equallyother hand. The date upon which such Following the resolution of all disputed items (or, if there is no dispute, promptly after the parties reach agreement is reached or upon which on the Final Purchase Price is establishedStatement, Final Closing Statement and/or Final Closing Financial Statement), Sellers shall be herein called the “Final Settlement Date.” In the event (a) prepare the Final Purchase Price is more than the Estimated Statement, Final Purchase Price, Purchaser Closing Statement and/or Final Closing Financial Statement and shall pay to Seller the amount deliver copies of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay statements and/or such financial statement to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement DatePurchaser.

Post-Closing Adjustments. As soon as practicable after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Buyer shall cause its accountants to prepare and deliver to Purchaser the Representative a final settlement statement consolidated balance sheet for CAS (the “Final Settlement StatementClosing Date Balance Sheet”) setting forth and a calculation of the Current Asset Value Shortfall, in each adjustment or payment that was not finally determined case, measured as of the close of business on the Closing and showing the calculation of such adjustments and the resulting Final Purchase PriceDate, prepared in accordance with United States generally accepted accounting principles (“GAAP”). Seller Buyer shall make endeavor in good faith to cause its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser accountants to deliver to Seller the written report detailing Purchaser’s proposed changes Representative the Closing Date Balance Sheet and calculation of the Current Asset Value Shortfall within 60 days after the Closing Date; provided, however, that if the Closing Date Balance Sheet is not delivered to the Final Settlement Statement Representative by Buyer’s accountants within sixty 60 days after the Closing Date, the Estimated Closing Date Balance Sheet shall be the final consolidated balance sheet of CAS for purposes of this Section 3. Buyer shall also make available to the Representative copies of all work papers and other documents and data as was used to calculate the Closing Date Balance Sheet, and Buyer shall set out all proposed adjustments in reasonable detail in a written statement delivered to Representative. The Representative shall have the right to dispute the Closing Date Balance Sheet (60and any items therein) days following Purchaser’s receipt and the accompanying calculation of the Final Settlement Statement Current Asset Value Shortfall and make any proposed adjustments thereto as provided in Section 3(c) below. If it is determined after completion of the time and procedure described in Section 3(c) below that there is a Current Asset Value Shortfall in excess of the estimated Current Asset Value Shortfall and the Representative does not dispute such determination as described in Section 3(c) below, an amount equal to the excess Current Asset Value Shortfall multiplied by 30% shall be deemed an acceptance by Purchaser of deducted from the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall payable under Sections 2(a)(ii) and 2(a)(iii) by Buyer (such deduction to be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay allocated to Seller the amount amounts payable under one or both of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller Sections as Buyer shall pay to Purchaser the amount of such difference, determine in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Dateits sole discretion).

Post-Closing Adjustments. As soon as practicable On or before 5:00 p.m. Central time on the date that is 120 days after the Closing, but in no event later than one hundred eighty Closing Date (180) days thereafterthe “Post-Closing Date”), Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment to the Purchase Price that was not finally determined as of included in the Closing Preliminary Settlement Statement and showing the calculation of such adjustments, which adjustments and shall be in accordance with the resulting Final Purchase Priceprinciples of this Agreement. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after Within twenty (20) days of receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser The Parties shall negotiate in good faith and undertake to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such Final Settlement Statement no later than sixty fifteen (6015) days after Seller receives from Purchaser the Buyer’s submission of its written report described above containing Purchaser’s proposed changes. If the Purchaser and the hereunder to Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event ”). Buyer shall, within seven (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (57) days of the Final Settlement Date, pay to Seller, or Seller shall pay to Buyer, whatever the case may be, in immediately available funds the final settlement adjustment amount set forth therein. Any disputed items that cannot be resolved by the mutual agreement of the Parties, shall be removed from the Final Settlement Statement and submitted to arbitration as a Disputed Matter in accordance with the procedures set forth in Article XI. Notwithstanding anything to the contrary set forth herein, there shall be no further Purchase Price adjustments pursuant to Section 2.2 for any item not included in the Final Settlement Statement delivered by Seller (or Buyer’s written report, if any, delivered with respect thereto) in accordance with the provisions of this Section 9.2.

Post-Closing Adjustments. a. As soon as practicable after the Closingpracticable, but in no event later than one hundred eighty (180) 30 days thereafterfollowing the Closing Date, Seller shall prepare cause to be prepared and deliver delivered to Purchaser a final settlement statement Buyer, at Seller's expense: (1) an unaudited balance sheet of the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Business as of the Effective Date (the "Closing Balance Sheet"), which shall be prepared in accordance with GAAP and showing on a basis consistent with the methods, principles, practices and policies employed in the preparation and presentation of the Financial Statements, and (2) a calculation of such adjustments and the resulting Final Purchase Price. Seller WIP Amount (the "WIP Calculation"), in each case together with the work papers used in the preparation thereof (collectively, the "Adjustment Documents"). b. Buyer shall make its workpapers and other information available to Purchaser have 30 days to review in order the Adjustment Documents. Unless Buyer delivers written notice to confirm Seller on or prior to the adjustments shown on Seller’s draft. As soon as practicable 15th day after Buyer's receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes Adjustment Documents stating that Purchaser proposes to make the Buyer has objections to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller Adjustment Documents, and specifying in detail the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt nature of the Final Settlement Statement Buyer's objections Buyer shall be deemed an acceptance to have accepted and agreed to the Adjustment Documents. If Buyer so notifies Seller of objections to the Adjustment Documents, Buyer and Seller shall, within 15 days (or such longer period as they may agree) following such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by Purchaser them as to any disputed amounts shall be final, binding and conclusive. c. Any amounts remaining in dispute at the conclusion of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty Resolution Period (60"Unresolved Changes") days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent certified public accountants who do not represent either of the parties or any of their respective affiliates (the “Accounting Firm”)"Neutral Auditors") within five business days after the expiration of the Resolution Period. The determination Seller and Buyer will execute, if requested by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionNeutral Auditors, a reasonable engagement letter. Any costs All fees and expenses incurred relating to the work, if any, to be performed by the Accounting Firm pursuant to this Section 12.1 Neutral Auditors shall be borne pro rata by Seller, on the one hand, and Buyer, on the other hand, in proportion to the allocation of the dollar amount of the Unresolved Changes between Seller and Buyer made by the Seller Neutral Auditors such that the prevailing party (or parties) pay a lesser proportion of the fees and the Purchaser equallyexpenses. The date upon which such agreement is reached or upon which Neutral Auditors shall act as an arbitrator to determine, based on the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount provisions of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.this Article 3.4

Post-Closing Adjustments. As soon as practicable after Within 60 days of the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Buyer will prepare its calculation of the Marijuana Inventory and the cash actually delivered by Seller shall prepare and deliver to Purchaser a final settlement statement Buyer at the Closing (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as and deliver the Closing Statement to Seller for its review. Seller and its professional advisors will have, upon request, reasonable access during regular business hours to Buyer’s books and records to the extent necessary for such review. During a period of ten days following Buyer’s delivery of the Closing and showing Statement to Seller (the calculation of such adjustments and “Objection Period”), if Seller disagrees with any item set forth in the resulting Final Purchase Price. Closing Statement, Seller shall make its workpapers and other information available will give written notice (the “Objection Notice”) to Purchaser to review Buyer within the Objection Period, specifying in order to confirm the adjustments shown on reasonable detail Seller’s draftdisagreement with any such item set forth on the Closing Statement. As soon The Objection Notice must specify those items or amounts as practicable after receipt to which Seller disagrees, and Seller will be deemed to have agreed with all other items contained in the Closing Statement. If Seller does not deliver an Objection Notice within the Objection Period, then Seller will be deemed to have agreed entirely with items set forth on the Closing Statement. If an Objection Notice is delivered within the Objection Period, (i) in the 30-day period following delivery of the Final Settlement StatementObjection Notice, but Buyer and Seller will use reasonable efforts to reach an agreement on the disputed items or amounts set forth in no event later than sixty the Objection Notice and (60ii) days thereafter, Purchaser shall deliver if Buyer and Seller are unable to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed reach an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree agreement during such 30-day period with respect to all disputed items or amounts, such disputed items or amounts will be resolved by an independent certified public accounting firm (“Settlement Accountant”), to be mutually agreed upon by the changes proposed Parties. Such costs of the Settlement Accountant shall be borne equally by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesBuyer and Seller. If the Purchaser Minimum Marijuana Inventory, Minimum Grow Inventory or the Minimum Cash exceeds the Marijuana Inventory, Grow Inventory or Minimum Cash, respectively, set forth in the final Closing Statement as finally determined pursuant to this Section 2.3(b) (the aggregate amount of any such deficiency or deficiencies, a “Deficiency”), Buyer will cause Parent to cancel a number of shares of Parent Common Stock held by Seller, any Equityholder or their respective Affiliates on the books and the Seller cannot then agree upon the Final Settlement Statement, the determination records of Parent that is equal to the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination Deficiency divided by the Accounting Firm shall be conclusive and binding on Per Parent Share Price, rounded down to the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionnearest whole share. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) event Minimum Grow Inventory exceeds Grow Inventory, the Final Purchase Price is more than value of any deficient or absent plants included in the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Deficiency will be valued at $350 per absent or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datenon-conforming plant.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty forty-five (18045) days thereafterfollowing the Closing Date, Seller the SP Parties shall prepare and deliver to Purchaser the Retrocessionaire a final settlement detailed statement in the form of Exhibit D hereto (the “Final Settlement Closing Statement”) setting forth the SP Parties’ good faith calculation of the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium, each adjustment or payment that was not finally determined as of the Effective Date. (b) The Retrocessionaire shall have forty-five (45) days after its receipt of the Final Closing Statement to review the Final Closing Statement and showing the calculation calculations set forth therein (the “Review Period”). In furtherance of such adjustments review, the SP Parties shall provide the Retrocessionaire and its Representatives with such reasonable access (including in-person and/or virtual access) to the resulting employees and Representatives of the SP Parties and its Affiliates who are responsible for or knowledgeable about the information set forth in the Final Purchase Price. Seller shall make its Closing Statement and to such workpapers and other information available of the SP Parties or any of its Affiliates or independent accountants or actuaries relevant to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt preparation of the Final Settlement StatementClosing Statement that the Retrocessionaire or any of its Representatives may reasonably request; provided that such access does not unreasonably interfere with the conduct of the business of the SP Parties or its Affiliates; provided, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes further that Purchaser proposes the independent accountants and actuaries of the SP Parties will not be obligated to make any work papers available to the Retrocessionaire, unless and until such Retrocessionaire has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. If the Retrocessionaire disagrees with the Final Settlement Statement. Any failure by Purchaser to deliver to Seller Closing Statement (including any amount or computation set forth therein), the written report detailing Purchaser’s proposed changes Retrocessionaire may, on or prior to the last day of the Review Period, deliver a notice of disagreement (a “Notice of Disagreement”) to the SP Parties which specifies in reasonable detail each item that the Retrocessionaire in good faith disputes (each, a “Disputed Item”) and the amount in dispute for each such Disputed Item. If the Retrocessionaire does not deliver a Notice of Disagreement prior to the end of the Review Period, then the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium shall be deemed to equal the amounts provided in the Final Settlement Closing Statement within sixty and such amounts shall be final, binding and conclusive on the Parties. 1008797259v13 (60c) If a Notice of Disagreement is timely delivered pursuant to Section 2.4(b), the Parties shall, during the fifteen (15) days following Purchaser’s the receipt of such Notice of Disagreement by the Final Settlement Statement shall be deemed an acceptance SP Parties (the “Resolution Period”), endeavor in good faith to reach mutual agreement on the Disputed Items. If, by Purchaser the end of the Final Settlement Statement as submitted by Seller. The parties shall agree Resolution Period, the Parties are unable to reach such agreement with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination all of the amount of Disputed Items, they shall promptly thereafter engage and submit the Final Settlement Statement shall be submitted unresolved Disputed Items (the “Unresolved Items”) to a mutually agreed firm of independent public accountants Ernst & Young LLP (the “Accounting Firm”)) which shall promptly review this Agreement and the Unresolved Items. The Accounting Firm shall issue its written determination with respect to each Unresolved Item and calculate the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium on the basis of such determination within thirty (30) days after the Unresolved Items are submitted for review to the Accounting Firm. Each Party shall use commercially reasonable efforts to furnish to the Accounting Firm such work papers, books, records and documents and other information pertaining to the Unresolved Items as the Accounting Firm may request. The determination by of the Accounting Firm shall be final, binding and conclusive and binding on the parties hereto Parties. The fees, expenses and shall be enforceable against any party hereto in any court costs of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm incurred in rendering any determination pursuant to this Section 12.1 2.4 shall be borne split equally between the Parties. (d) Following final resolution of the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium, whether by the Seller and the Purchaser equally. The date upon which such agreement is reached absence of timely delivery of Notice of Disagreement or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventpursuant to Section 2.4(c): (ai) if the Final Purchase Price is more than Net SP Lloyd’▇ ▇▇▇▇▇▇▇ plus the Roll Forward Premium Adjustment under the SP Lloyd’▇ ▇▇▇ ▇▇▇eement exceeds the Estimated Final Purchase PriceNet SP Lloyd’▇ ▇▇▇▇▇▇▇ plus the Estimated Roll Forward Premium Adjustment under the SP Lloyd’▇ ▇▇▇ ▇▇▇eement, Purchaser Sirius International Syndicate 1945 at Lloyd’s shall pay recognize an amount equal to Seller such excess in the amount of such difference, orFunds Withheld Account; (bii) if the Final Purchase Price Net SINT Premium plus the Roll Forward Premium Adjustment under the SINT Business LPT Agreement exceeds the Estimated Net SINT Premium plus the Estimated Roll Forward Premium Adjustment under the SINT Business LPT Agreement, the SP Retrocedent shall recognize an amount equal to such excess in the Funds Withheld Account; (iii) if the Net SP Lloyd’▇ ▇▇▇▇▇▇▇ plus the Roll Forward Premium Adjustment under the SP Lloyd’▇ ▇▇▇ ▇▇▇eement is less than the Estimated Final Purchase PriceNet SP Lloyd’▇ ▇▇▇▇▇▇▇ plus the Estimated Roll Forward Premium Adjustment under the SP Lloyd’▇ ▇▇▇ ▇▇▇eement, Seller the SP Lloyd’▇ ▇▇▇▇▇▇▇g Agent shall pay recognize an amount equal to Purchaser such deficit in the Funds Withheld Account; and (iv) if the Net SINT Premium plus the Roll Forward Premium Adjustment under the SINT Business LPT Agreement is less than the Estimated Net SINT Premium plus the Estimated Roll Forward Premium Adjustment under the SINT Business LPT Agreement, the SP Retrocedent shall recognize an amount of equal to such difference, deficit in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement DateFunds Withheld Account.

Post-Closing Adjustments. As soon as practicable after The Estimated Closing Balance Sheet shall become final and binding unless Purchaser gives written notice of its disagreement (a "Notice of Disagreement") to the Closing, but in no event later than Shareholders' Agent designated pursuant to Article IX within one hundred eighty twenty (180120) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of following the Closing and showing Date. The Notice of Disagreement shall specify in reasonable detail the calculation nature of such adjustments and the resulting Final Purchase Priceany disagreement so asserted. Seller The Shareholders Agent shall make have twenty (20) days following its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement StatementNotice of Disagreement to review the Notice of Disagreement and to give notice of any disagreement therewith (the "Counter-Notice of Disagreement") to Purchaser. If the Shareholders' Agent does not give a Counter-Notice of Disagreement within such period, but the Estimated Closing Balance Sheet shall be adjusted as set forth in no event later than sixty the Notice of Disagreement and, as so adjusted (60) days thereafterthe "Adjusted Balance Sheet"), shall be final and binding upon all parties. If the Shareholders' Agent gives timely Counter-Notice of Disagreement, Purchaser and the Shareholders' Agent shall deliver attempt in good faith to Seller a written report containing any changes that resolve their disagreements. If Purchaser proposes and the Shareholders' Agent are unable to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt resolve all of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree their disagreements with respect to the changes proposed Estimated Closing Balance Sheet within twenty (20) days following delivery of a Counter-Notice of Disagreement, Purchaser shall prepare an audited balance sheet of Company immediately prior to the Closing (the "Audited Closing Balance Sheet"). The Audited Closing Balance Sheet shall be audited by PurchaserKPMG (or, if anyrequested by the Shareholders' Agent, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed another firm of independent public accountants (mutually acceptable to Purchaser and the “Accounting Firm”Shareholders' Agent). The determination by the Accounting Firm , shall be conclusive prepared in accordance with GAAP in a manner consistent with Company's accounting policies used in the preparation of the Company Balance Sheet, and shall be final and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionall parties. Any costs and expenses incurred additional Adjustment Shares that would not have been issued to the Shareholders at Closing if the Estimated Closing Balance Sheet delivered prior to Closing had been an Adjusted Balance Sheet or an Audited Closing Balance Sheet, or if the Estimated Closing Balance Sheet reflected the resolution of any dispute by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller Purchaser and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerShareholders' Agent, as the case may be, may be recovered by Purchaser from the Escrow Fund pro rata. The fees and disbursements of the audit shall be within five paid fifty percent (550%) days by Purchaser and fifty percent (50%) by Shareholders out of the Final Settlement DateEscrow Fund pro rata.

Post-Closing Adjustments. As soon as practicable after (a) During the Closing, but in no event period commencing on the first business day following the Auction and ending not later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement the Closing Date (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as "Inventory Period"), the Seller and the Buyer shall cause a physical count of the Closing and showing Inventory to be conducted. During the calculation of such adjustments and Inventory Period, to the resulting Final Purchase Price. Seller shall make its workpapers and other information available extent reasonably necessary to Purchaser to review in order to confirm expedite the adjustments shown on Seller’s draft. As soon as practicable after receipt completion of the Final Settlement Statementcount, but in no event later than sixty (60) days thereafter, Purchaser the Stores shall deliver to Seller a written report containing any changes that Purchaser proposes to make be closed to the Final Settlement Statementpublic and shall not transact business. Any failure The count shall be conducted by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt representatives of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser Buyer and the Seller cannot then agree upon (the Final Settlement Statement"Inventory Representatives") and shall be conducted in accordance with the Seller's normal inventory procedures. The Buyer and the Seller shall share equally the costs incurred in connection with such count of the Inventory. (b) Upon completing the physical count of the Inventory, and subject to the resolution of disputes as hereinafter provided, the determination of count by the amount of the Final Settlement Statement Inventory Representatives shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and for all purposes of this Agreement. Any disputes as to the condition or exclusion of Inventory as Eligible Inventory shall be enforceable against any party hereto resolved as follows: The Inventory Representatives shall use their reasonable best efforts to immediately agree on whether an item is Eligible Inventory. If the parties are still unable to reach such agreement, such items shall be included in any court Eligible Inventory for purposes of competent jurisdiction. Any costs and expenses incurred calculating the payments required to be made by the Accounting Firm Buyer at the Closing pursuant to this Section 12.1 2.4(d); provided, however, that the payment made with respect to any such disputed items of Inventory shall remain subject to adjustment as provided in Section 2.5(c). (c) On the Closing Date, the Buyer shall deliver to the Seller a written statement (the "Inventory Dispute Statement") describing all items, if any, that it contends should not included as Eligible Inventory. The parties agree to review such items and to use their reasonable best efforts to negotiate in good faith an agreement as to the status of such items as Eligible Inventory. To the extent that the parties cannot reach agreement as to the status of an item of Inventory as Eligible Inventory or Non-Eligible Inventory, such disputes shall be borne decided by negotiations among senior management of the Buyer and the Seller. If the parties are unable to agree on the status of one or more such items of Inventory within ten (10) days after the Closing Date, the parties shall submit their dispute for final resolution to a panel of three (3) arbitrators to be selected as follows: each of the Seller and the Purchaser equally. The date upon which Buyer shall select one (1) American Arbitration Association approved arbitrator and the Seller's designee and the Buyer's designee together shall select a third American Arbitration Association approved arbitrator mutually agreeable to such designees. (d) Within ten (10) days after the final determination of the disputes set forth on the Inventory Dispute Statement, whether by mutual agreement is reached or upon which notice of determination by the Final Purchase Price is establishedCourt, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, Buyer the Adjustment Amount (as the case may be, shall be within five (5defined below) days as a post-petition administrative expense due and payable as an ordinary course expense of the Final Settlement DateSeller. The "Adjustment Amount" shall mean the difference of the Inventory Value less the Estimated Inventory Consideration.

Post-Closing Adjustments. As soon promptly as practicable practical after ------------------------- the Closing, but in no event later than one hundred eighty (180) days thereafter, the Seller shall prepare and deliver to the Purchaser the Closing Balance Sheet prepared in accordance with generally accepted accounting principles and in a final settlement statement (manner consistent with Seller's past practices. The Closing Balance Sheet shall set forth in reasonable detail all items necessary to determine the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Working Capital of the Company and its Subsidiaries as of the Closing Date (the "Closing Date Working Capital"). The Closing Date Working Capital will include the receivables and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available payables relating to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon any gas imbalances as practicable after receipt of the Final Settlement StatementClosing Date. The Purchase Price defined in Section 2.02 shall be adjusted dollar-for-dollar based on the Closing Date Working Capital set forth on the Closing Balance Sheet, but in no event later than sixty if such Closing Date Working Capital shall not equal the Estimated Working Capital, as follows: (60i) days thereafterto the extent such Closing Date Working Capital exceeds the Estimated Working Capital (a "Positive Balance"), Purchaser shall deliver make a payment in immediately available funds by wire transfer to an account designated by Seller a written report containing any changes that Purchaser proposes in an amount equal to make such Positive Balance, or (ii) to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which extent such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Closing Date Working Capital is less than the Estimated Final Purchase PriceWorking Capital (a "Negative Balance"), Seller shall pay to Purchaser the amount of such difference, make a payment in either event immediately available funds by wire transfer in immediately available funds. Payment to an account designated by Purchaser in an amount equal to such Negative Balance (the payment of either a Positive Balance or Sellera Negative Balance each being called a "Purchase Price Adjustment Payment"). Not later than ten (10) Business Days after receiving the Closing Balance Sheet, Purchaser shall notify Seller in writing in reasonable detail as to all exceptions or disagreements, if any, regarding the case may beClosing Date Working Capital (any such exception or disagreement individually a "Disagreement" and collectively "Disagreements"). In the event that the Purchaser shall so notify the Seller of one or more Disagreements, the Purchaser and Seller shall endeavor in good faith to resolve such Disagreements; provided, -------- that if Purchaser and Seller are unable to resolve all Disagreements within twenty (20) Business Days after receipt by Purchaser of the Closing Balance Sheet, either Purchaser or Seller may, without the consent of the other party, refer all remaining Disagreements to the managing partner of the Dallas branch of Deloitte & Touche, L.L.P., for resolution of all such remaining Disagreements in accordance with generally accepted accounting principles, which resolution shall be delivered in writing to Purchaser and Seller within fifteen (15) days of submission of any such Disagreements and shall set forth his decision regarding each point of Disagreement (the "Deloitte Report"). The Deloitte Report, if any, shall be binding on both Purchaser and Seller. Purchaser and Seller agree to make any Purchase Price Adjustment Payment as set forth above as follows: (i) in the event that the Purchaser shall not have notified the Seller of a Disagreement, within fifteen (15) Business Days of the date on which the Purchaser received the Closing Balance Sheet, or (ii) in the event that the Purchaser shall have notified the Seller of one or more Disagreements, (A) within five (5) days Business Days of the Final Settlement Datedate on which the Purchaser and Seller shall resolve each Disagreement, and/or (B) within five (5) Business Days of receipt of the Deloitte Report, if any.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty On or before ninety (18090) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement following the Closing Date (the “Final Settlement StatementDate”) setting forth each adjustment ), the Parties shall undertake to agree with respect to the adjustments or payment payments that was were not finally determined as of the Closing and showing the calculation of such adjustments Closing, and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives amount due from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Buyer or Seller, as the case may be, pursuant to the post-Closing adjustment herein. Subject to Section 3(d), appropriate post-Closing adjustments shall include, only to the extent asserted in writing by Buyer to Seller prior to the sixtieth (60th) day following the Closing Date, any decrease in Seller’s Net Revenue Interest in an Oil and Gas Interest or any increase in Seller’s obligation to bear costs and expenses in excess of the Working Interest in an Oil and Gas Interest as set forth in Exhibit B (without a corresponding increase in Seller's Net Revenue Interest), resulting from any Title Defect not cured to Buyer’s reasonable satisfaction by the Final Settlement Date, with the adjustment to be calculated on the basis of the Net Revenue Interest and/or Working Interest in the affected Oil and Gas Interest to which Seller held Defensible Title on the Closing Date and/or its allocated value set forth on Exhibit D; provided, that in no event shall an adjustment for any Title Defect exceed the Allocated Value for such affected Oil and Gas Interest as set forth on Exhibit D. On or before sixty (60) days following the Closing Date, Seller shall provide Buyer with a final Closing Statement setting forth the post-Closing adjustments to the preliminary Closing Statement (the “Final Closing Statement”). Seller shall provide Buyer access to such of Seller’s records as may be reasonably necessary to verify the post-Closing adjustments shown on the Final Closing Statement. Payment by Buyer or Seller shall be made in immediately available funds within five (5) days of such agreement. If the Final Closing Statement has not been agreed upon on or before the Final Settlement Date, the matters that remain in dispute shall be submitted to a mutually agreed accounting firm (the “Closing Statement Arbitrator”) for review and final and binding resolution, unless otherwise agreed to by the Parties, except for adjustments relating to Hard Consents satisfied after Closing. Buyer and Seller shall, not later than seven (7) days prior to the hearing date set by the Closing Statement Arbitrator, each submit a brief to the Closing Statement Arbitrator with dollar figures for settlement of the disputes as to the amount of the Purchase Price (together with a proposed Final Closing Statement that reflects such figures) consistent with their respective calculations previously exchanged pursuant to this Section 15. The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and shall be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the Final Closing Statement as to which the Parties disagreed and render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Purchase Price and shall issue the Final Closing Statement reflecting such decision. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) under this Section 15 shall be borne equally by Buyer and Seller.

Post-Closing Adjustments. As soon as practicable Within 120 days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterDate, Purchaser shall deliver to Seller the Sellers' Representative a written report containing any changes that certificate (the "Closing Certificate") signed by the President or Chief Financial Officer of Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt providing a compilation of the Final Settlement Statement shall Adjustments to be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm made pursuant to this Section 12.1 2.04, including any changes in the Adjustments used to determine the Purchase Price at Closing, together with a statement of any additional amount owing to either party (the "Adjustment Amount"), a copy of any supporting documents, work papers, Subscriber records and other data relating to such Closing Certificate and such other supporting evidence as the Sellers' Representative may reasonably request either prior to or after delivery thereof. If the Sellers' Representative shall conclude that the Closing Certificate does not accurately reflect the Adjustments to be made to the Base Price in accordance with this Section 2.04 and the Adjustment Amount, the Sellers' Representative shall, within 30 days after his receipt of the Closing Certificate (such 30 day period being referred to as the "Response Period"), deliver to Purchaser a written statement of any discrepancies believed to exist. If the Sellers' Representative fails to so notify Purchaser of any discrepancies, then the calculation of the Purchase Price set forth in the Purchaser's Closing Certificate shall be borne by controlling for all purposes hereof and, on or before the Seller and fifth (5th) day following the expiration of the Response Period, (i) if the Purchaser equally. The date upon which such agreement is reached or upon which obligated to pay the Final Purchase Price is establishedSellers the Adjustment Amount, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to each Seller the amount product of such difference, or (bx) the Final Purchase Price sum of (A) the Adjustment Amount and (B) the Adjustment Pool; and (y) such Seller's Ownership Percentage as determined on the Closing Date; (ii) if the Sellers are obligated to pay the Purchaser the Adjustment Amount, and such Adjustment Amount is less than the Estimated Final Purchase PriceAdjustment Pool, Seller the Purchaser shall pay each Seller the product of (x) the difference between (A) the Adjustment Pool and (B) the Adjustment Amount; and (y) such Seller's Ownership Percentage; (iii) if the Sellers are obligated to pay the Purchaser the amount Adjustment Amount and such Adjustment Amount is greater than the Adjustment Pool, then Sellers shall pay the Purchaser the difference between the Adjustment Amount and the Adjustment Pool and the Purchaser shall retain the Adjustment Pool. On or before the fifth day following the earlier to occur of such differencethe expiration of the Response Period and the date Purchaser receives Sellers' Representative's statement of discrepancies, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerthe Sellers, as the case may be, shall pay the portion of the Adjustment Amount, if any, as to which there is no discrepancy (the "Agreed Adjustment Amount") and in accordance with each Seller's Ownership Percentage, if the Agreed Adjustment Amount is owing from the Purchaser. Purchaser and the Sellers' Representative shall use good faith efforts to jointly resolve their discrepancies within 15 days of Purchaser's receipt of the Sellers' Representative's written statement of discrepancies, which resolution, if achieved, shall be binding upon the Sellers and Purchaser and not subject to further dispute or review. In the event Purchaser and Sellers' Representative are unable to resolve their differences within five such fifteen (515) day period, then either party may request that the matter be resolved by Price Waterhouse (the "Independent Accountants"). In submitting a dispute to the Independent Accountants, each of the parties shall furnish, at its own expense, the Independent Accountants and the other party with such documents and information as the Independent Accountants may reasonably request. Each party may also furnish to the Independent Accountants such other information and documents as it deems relevant with the appropriate copies and notification being given to the other party. The Independent Accountants may conduct a conference concerning the disagreements between Sellers' Representative and Purchaser at which conference each party shall have the right to present additional documents, material and other evidence and to have present its advisors, accountants and counsel. The Independent Accountants shall promptly render a decision on the issues presented and shall provide the Purchaser and the Sellers' Representative with a statement of the amount owing (the "Final Adjustment Amount"), and such decision shall be final and binding on the parties. The fees and expenses of the Independent Accountants shall be divided equally between Purchaser, on the one hand, and Sellers, on the other hand. Within 5 days of receipt of the Independent Accountants' decision with respect to such dispute, (i) if Purchaser is determined to owe the Final Adjustment Amount to the Sellers, Purchaser shall pay each Seller the product of (x) the sum of the Final Settlement DateAdjustment Amount and the Adjustment Pool and (y) such Seller's Ownership Percentage; (ii) if the Sellers are determined to owe an amount to Purchaser, (x) Sellers shall pay the Final Adjustment Amount less the Adjustment Pool to Purchaser if the Final Adjustment Amount is greater than the Adjustment Pool and the Purchaser shall retain the Adjustment Pool or (y) Purchaser shall pay to each Seller the product of (A) the excess of the Adjustment Pool over the Final Adjustment Amount if the Adjustment Pool is greater than the Final Adjustment Amount and (B) such Seller's Ownership Percentage. All amounts owed by Purchaser or Sellers to the other in accordance with this Section 2.04(h) shall be paid by wire transfer of immediately available funds and shall not bear any interest. Any amount due Purchaser from Sellers under this Section 2.04(h) and not paid when due may also be offset from the payments due to Sellers (or Sellers' Representative as their agent) under the Subordinated Promissory Notes.

Post-Closing Adjustments. As soon as practicable (a) Not later than the close of business on the 30th day after the ClosingEffective Time (such actual date of delivery, but in no event later than one hundred eighty (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser Buyer a final settlement statement balance sheet prepared in accordance with GAAP consistently applied dated as of the Effective Time based on Seller’s books and records reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the “Final Settlement StatementPost-Closing Balance Sheet”) setting forth each adjustment or payment that was not finally determined as ), together with a copy of Seller’s calculation of the Purchase Price as adjusted based on the Post-Closing and showing the calculation of such adjustments Balance Sheet and the resulting Final Purchase Priceamounts payable thereunder. Seller shall make afford Buyer and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make all work papers and documentation related to the Final Settlement Statement. Any failure Offices used by Purchaser to deliver to Seller in preparing the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty Post-Closing Balance Sheet. (60b) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement Except as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and unless within thirty (30) days after receipt by Buyer of the Post-Closing Balance Sheet, Buyer shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within fifteen (15) Business Days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against any party hereto in any court determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Buyer within twenty (20) Business Days after receipt of competent jurisdictionnotice by Seller of such disagreement. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 Such accounting firm shall be borne by instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Buyer. (c) Not later than the Purchaser equally. The date upon which such agreement is reached or upon which close of business on the Final Purchase Price is established, shall be herein called 10th day following the final determination of the Post-Closing Balance Sheet (the “Final Settlement Adjustment Payment Date.” In ”), Seller and Buyer shall meet at the event (a) offices of Buyer or such other location as may be mutually agreed, to effect the Final Purchase Price is more than transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Estimated Final Pre-Closing Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price, Purchaser shall pay together with interest thereon computed from the Effective Time up to Seller but not including the amount of such difference, or (b) Adjustment Payment Date at the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Dateapplicable Federal Funds Rate.

Post-Closing Adjustments. As soon as practicable (a) Within sixty days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer a final settlement statement schedule of Working Capital of JAC and FCS (“Final Working Capital”), with the same line items as set forth on the Closing Schedule as of the close of business on the Closing Date (the “Final Settlement StatementSchedule”). The Final Schedule shall also include line items for Indebtedness (“Final Indebtedness”), the Retiree Benefit Liability (“Final Retiree Benefit Liability”), the JAIX Taxes (the “Final JAIX Taxes”), Interim Earnings (“Final Interim Earnings”) setting and JAIX Transfers (as hereinafter defined). The Final Schedule shall be prepared in accordance with the Accounting Principles. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Auditor”) shall audit the Final Schedule and shall provide an opinion that the Final Schedule fairly presents the line items set forth each adjustment or payment that was not finally determined on such schedule as of the close of business on the Closing Date in accordance with the Accounting Principles. Seller and showing Buyer shall equally share the calculation charges of such adjustments and the resulting Auditor in performing the audit. In connection with the delivery of the Final Purchase Price. Schedule, the Seller shall make its workpapers available to the Buyer all books, records, work papers, personnel and other materials and sources used by Seller and Auditor to prepare the Final Schedule. (b) Buyer may object to any of the information available on the Final Schedule which impacts the determination of Working Capital, Indebtedness, Retiree Benefit Liability, JAIX Taxes, Interim Earnings or JAIX Transfers, as each such item is reflected on the Final Schedule. Any such objection must be made by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt Seller within thirty days following delivery of the Final Settlement StatementSchedule. If Buyer does not so object within such thirty day period, but the Final Schedule as delivered to Buyer shall be binding upon the parties. In the event Buyer and Seller are unable to resolve a dispute or disagreement set forth in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes objection pursuant to make this Section 1.5(b), either party may elect, by written notice to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement other party (given within sixty (60) fifteen days following Purchaserafter Seller’s receipt of the Final Settlement Statement shall be deemed Buyer’s objections), to have all such disputes or disagreements resolved by an acceptance by Purchaser accounting firm of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect recognized national standing acceptable to the changes proposed by Purchaser, if any, no later than sixty (60) days after Buyer and Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementemployed by Buyer, the determination Seller or any of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants their affiliates (the “Selected Accounting Firm”). If Buyer and Seller cannot agree upon the accounting firm to serve as the Selected Accounting Firm, Buyer and Seller shall each promptly select a firm that would qualify as the Selected Accounting firm and such firms shall together select the Selected Accounting Firm. The determination by Selected Accounting Firm shall issue a report resolving such disputes, which report shall constitute a final and binding resolution of the disputes or disagreements. The Selected Accounting Firm shall be conclusive instructed to use every reasonable effort to perform its services within fifteen days after receiving the Final Schedule and, in any case, as soon as practicable after such receipt. The charges for the services of the Selected Accounting Firm shall be shared equally by Buyer and binding Seller. At such time that any objections relating to a line item on the parties hereto Final Schedule is resolved, whether by agreement of Buyer and Seller or by the Selected Accounting Firm, the Final Schedule shall be enforceable against any party hereto modified and amended by substituting, in any court of competent jurisdiction. Any costs and expenses incurred the applicable line item, such amount, as resolved, for the disputed amount. (c) Post-Closing adjustments as determined pursuant to the Final Schedule shall be made as set forth below: (i) If Final Working Capital shall be less than Closing Working Capital, then the Cash Purchase Price shall be decreased, dollar-for-dollar, by the Accounting Firm pursuant to this Section 12.1 amount that Final Working Capital is less than Closing Working Capital. If Final Working Capital shall be borne greater than Closing Working Capital, then the Cash Purchase Price shall be increased, dollar-for-dollar, by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which amount that Final Working Capital exceeds Closing Working Capital; (ii) If the Final Purchase Price is established, Indebtedness shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more less than the Estimated Final Purchase PriceClosing Indebtedness, Purchaser then Buyer shall pay to Seller an amount equal to the difference between the Closing Indebtedness and the Final Indebtedness. If the Final Indebtedness shall be greater than Closing Indebtedness, then Seller shall pay Buyer an amount equal to the difference between the Final Indebtedness and the Closing Indebtedness; (iii) If the Final Retiree Benefit Liability shall be less than Closing Retiree Benefit Liability, then the Buyer shall pay to Seller an amount equal to the difference between the amount of such difference, or (b) the that Final Purchase Price Retiree Benefit Liability is less than Closing Retiree Benefit Liability. If Final Retiree Benefit Liability shall be greater than Closing Retiree Benefit Liability, then Seller shall pay Buyer an amount equal to the Estimated difference between the Final Purchase PriceRetiree Benefit Liability and the Closing Retiree Benefit Liability; (iv) If the Final Interim Earnings shall be less than Closing Interim Earnings, then Buyer shall pay to Seller an amount equal to the difference between the Closing Interim Earnings and the Final Interim Earnings. If the Final Interim Earnings shall be greater than Closing Interim Earnings, then Seller shall pay Buyer an amount equal to the difference between the Final Interim Earnings and the Closing Interim Earnings. (v) If the Final JAIX Taxes shall be less than the Closing JAIX Taxes, then Seller shall pay to Purchaser Buyer an amount equal to the difference between the Closing JAIX Taxes and the Final JAIX Taxes. If the Final JAIX Taxes shall be greater than Closing JAIX Taxes, then Buyer shall pay Seller an amount equal to the difference between the Final JAIX Taxes and the Closing JAIX Taxes. (vi) Buyer shall indirectly acquire all assets (and JAIX shall retain all liabilities) held or owed by JAIX as of December 31, 1998 (or thereafter acquired or arising), except for income tax-related assets and liabilities as of December 31, 1998, together with all earnings of JAIX (net of federal and state income taxes accruing on those earnings) from December 31, 1998 through the Closing Date. To the extent that the Final Schedule indicates that any such assets shall have been transferred from JAIX to Seller or any affiliate thereof, whether by way of dividend, distribution, payment of management fees, or otherwise, prior to the Closing Date, except an amount equal to the federal and state income taxes accruing on the earnings of JAIX after December 31, 1998 (the “JAIX Taxes”), and except for income tax-related assets and liabilities as of December 31, 1998 (the “JAIX Transfers”), the Cash Purchase Price shall be decreased, dollar-for-dollar, by an amount equal to the JAIX Transfers as reflected on the Final Schedule. (d) The amount of any such difference, in either event adjustment to the Cash Purchase Price or any payment shall be paid by wire transfer in immediately available funds. Payment by Purchaser Buyer or Seller, as the case may be, by wire transfer in immediately available funds within five business days following final determination of the adjustments set forth herein. (e) Any adjustment paid pursuant to Section 1.5 shall bear interest at an annual rate of 8% from and including the Closing Date to, but excluding, the date of payment. Any such payment shall be within five (5) days of treated for all tax purposes as an adjustment to the Final Settlement DateCash Purchase Price.

Post-Closing Adjustments. As soon as practicable (a) Provident shall, on or before the date that is 60 days after the ClosingClosing Date, but prepare a proposed reconciliation of Net Cash From the Business through the Closing Date (the "Reconciliation") and a certification of the treasurer of Provident that all items on the Reconciliation were determined in no event later than one hundred eighty (180) good faith by Sellers and were based upon the books and records of Sellers. Promptly after its preparation, Provident shall deliver copies of the Reconciliation to Parent. Parent shall have the right to review the Reconciliation and comment thereon for a period of 45 days thereafter, Seller after receipt thereof. Provident and Sellers agree that Parent and its accountants may have access to the accounting records of Provident and Sellers relating to the preparation of the Reconciliation for the purpose of conducting their review. Any changes in the Reconciliation that are agreed to by Parent and Provident within such 45-day-period shall prepare and deliver to Purchaser be incorporated into a final settlement statement reconciliation of Net Cash From the Business through the Closing Date (the “"Final Settlement Statement”) setting forth each adjustment Reconciliation"). In the event that Purchasers and Provident are unable to agree on the manner in which any item or payment that was not finally determined as of items should be treated in the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt preparation of the Final Settlement StatementReconciliation within such 45-day period, but separate written reports of such item or items shall be made in concise form and shall be referred to such independent accounting firm as Parent and Provident shall mutually designate (the firm making such determination is referred to herein as the "Third Party Accountant"). The Third Party Accountant shall determine as promptly as practicable the manner in which such item or items shall be treated on the Final Reconciliation; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Provident and Parent, respectively. The determinations by the Third Party Accountant as to the items in dispute shall be in writing and shall be binding and conclusive on the parties and shall be so reflected in the Final Reconciliation. The fees, costs and expenses of retaining the Third Party Accountant shall be shared equally by the parties. Following the resolution of all disputed items (or, if there is no event later than sixty (60) days thereafterdispute, Purchaser promptly after the parties reach agreement on the Final Reconciliation), Provident shall prepare the Final Reconciliation and shall deliver copies of such Reconciliation and such calculation to Seller a written report containing any changes that Purchaser proposes to make to Parent. (b) In the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of event the amount of Net Cash From the Business reflected on the Final Settlement Statement shall be submitted to a mutually agreed firm Reconciliation exceeds the amount of independent public accountants (Net Cash From the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding Business reflected on the parties hereto and Preliminary Reconciliation, Sellers shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant transfer to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay Purchasers additional cash equal to Seller the amount of such difference, or (b) . In the event the amount of Net Cash From the Business reflected on the Preliminary Reconciliation exceeds the amount of Net Cash From the Business reflected on the Final Purchase Price is less than the Estimated Final Purchase PriceReconciliation, Seller Sellers shall pay transfer to Purchaser Purchasers additional cash equal to the amount of such difference, in either event by wire . Any transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, of cash required under this Section 1.4 shall be made within five (5) days ten Business Days of the date of the delivery of the Final Settlement Reconciliation to Purchasers, together with interest thereon from and including the Closing Date to but not including the date of such transfer, computed at an Annual Rate equal to the 90-day Treasury Rate in effect on the Closing Date.

Post-Closing Adjustments. (i) As soon as practicable after the ClosingClosing Date, but in no event later than one hundred eighty the ninetieth (18090th) day after the Closing Date, Sellers shall prepare or cause to be prepared, and shall deliver to Buyer, a harvest report (the “Actual Harvest Report”) in the same form as the Estimated Harvest Report setting forth the actual harvest volumes with respect to the Timberlands during the Timber Adjustment Period by each merchantable timber category described on Schedule 2.3(a)(i) attached hereto (the “Actual Harvest Amount”), together with such supporting data as Buyer may reasonably request. Buyer shall have thirty (30) days thereafter, Seller shall prepare and from the receipt of the Actual Harvest Report to deliver to Purchaser Sellers written notice (a “Harvest Objection Notice”) of any objection to the calculation of any portion of such Actual Harvest Amount. (1) If Sellers do not receive a Harvest Objection Notice from Buyer prior to the expiration of such thirty (30) day period, Buyer shall be deemed to have waived its right to object to Sellers’ calculation of any portion of the Actual Harvest Amount. (2) If Buyer delivers a Harvest Objection Notice to Sellers as provided in subparagraph (a) above, then during the thirty (30) day period following receipt of such Harvest Objection Notice, Sellers and Buyer shall negotiate in good faith to reach agreement on the Actual Harvest Amount. If Sellers and Buyer agree on the calculation of such amount, then such amount shall become final settlement statement and binding on the Parties. If Sellers and Buyer are unable to agree on any of the disputed calculations within thirty (30) days after receipt of the Harvest Objection Notice, the Parties shall submit outstanding matters relating to the calculation of the Actual Harvest Amount to arbitration pursuant to Section 2.3(f) of this Agreement. (3) If the Timber Adjustment Value, as finally determined based on the Actual Harvest Amount (the “Final Settlement StatementTimber Adjustment Value”) setting forth each adjustment or payment that was not finally determined as of ), is less than the Closing and showing Estimated Timber Adjustment Value, Sellers shall cause the calculation amount of such adjustments and adjustment to be paid to Buyer in wire transfer of immediately available funds to the resulting bank account specified by Buyer. If the Final Purchase PriceTimber Adjustment Value is greater than Estimated Timber Adjustment Value, Buyer shall pay the amount of such adjustment to Sellers in accordance with the provisions of Section 2.3(e) below. Seller shall make its workpapers and other information available The amount to Purchaser be paid as provided in this Section 2.3(b)(i)(3) is referred to review in order to confirm as the adjustments shown on Seller’s draft. “Final Timber Harvest Adjustment.” (ii) As soon as practicable after receipt of the Final Settlement StatementClosing Date, but in no event later than sixty the ninetieth (6090th) days thereafterday after the Closing Date, Purchaser Sellers shall prepare or cause to be prepared, and shall deliver to Seller a written Buyer, (i) an updated report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance Land Sales during the Timber Adjustment Period and the aggregate dollar amount of actual net proceeds from all Land Sales received by Purchaser the Company and its Subsidiaries during the Timber Adjustment Period (net of all reasonable third party costs incurred by the Sellers and/or Company to recover such proceeds), together with such supporting data as Buyer may reasonably request and (ii) the final calculation of the Land Sales Amount (the “Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesLand Sales Amount”). If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement Land Sales Amount is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more greater than the Estimated Final Purchase PriceLand Sales Amount, Purchaser Sellers shall pay to Seller cause the amount of such difference, or (b) adjustment to be paid to Buyer in wire transfer of immediately available funds to the bank account specified by Buyer. If the Final Purchase Price Land Sales Amount is less than the Estimated Final Purchase PriceLand Sales Amount, Seller Buyer shall pay to Purchaser the amount of such difference, adjustment to Sellers in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as accordance with the case may be, shall be within five (5) days provisions of the Final Settlement Date.Section 2.3

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty Within ninety (18090) days thereafterfollowing the Closing Date, Seller Buyer shall prepare and deliver to Purchaser a final settlement Sellers an audited statement (in its final and binding form as determined below, the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined the Closing Working Capital as of the close of business on the day before the Closing Date and showing setting forth the calculation Closing Indebtedness as of such the Closing. The Closing Statement shall include all known adjustments required in a year-end closing of the books and shall be prepared in accordance with GAAP (other than inventory reserves and accounts receivable reserves, which shall be computed in accordance with the resulting Final Purchase PriceCompany’s past practices). Seller For the avoidance of doubt, the costs and expenses of preparing the Closing Statement shall make its workpapers and other information available to Purchaser to review be borne by Buyer. Sellers shall cooperate as reasonably requested in order to confirm connection with the adjustments shown on Seller’s draftpreparation of the Closing Statement. As soon as practicable after During the 30-day period immediately following Sellers’ receipt of the Final Settlement Closing Statement, but in no event later than sixty (60) days thereafter, Purchaser Sellers shall deliver be permitted to Seller a written report containing any changes that Purchaser proposes to make review Buyer’s working papers related to the Final Settlement Statementpreparation of the Closing Statement and determination of the Closing Indebtedness and the Closing Working Capital. Any failure by Purchaser to deliver to Seller The Closing Statement shall become final and binding upon the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty parties thirty (6030) days following Purchaser’s Sellers’ receipt thereof, unless Sellers shall give written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the Final Settlement nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall be deemed an acceptance by Purchaser become final and binding upon the parties on the earliest of (x) the Final Settlement Statement as submitted by Seller. The date the parties shall agree resolve in writing any differences they have with respect to the changes proposed matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by Purchaser, if any, no later than sixty the Accounting Firm. During the twenty (6020) days after Seller receives from Purchaser following delivery of a Notice of Disagreement, Sellers and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the written report described above containing Purchaser’s proposed changesmatters specified in the Notice of Disagreement. If Following delivery of a Notice of Disagreement, Buyer and its agents and representatives shall be permitted to review Sellers’ and their representatives’ working papers relating to the Purchaser and Notice of Disagreement. If, at the Seller cannot then agree upon end of the Final Settlement Statement20-day period referred to above, the determination of matters in dispute have not been fully resolved, then the amount of the Final Settlement Statement parties shall be submitted submit to a mutually agreed firm of independent public accountants Duff & P▇▇▇▇▇ (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 Closing Indebtedness and the Closing Working Capital to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item assigned by Sellers, on the one hand, or Buyer, on the other hand. The Accounting Firm’s determination will be based solely on presentations by Sellers and Buyer which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the determination by of the Closing Indebtedness and the Closing Working Capital shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be conclusive instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be allocated by the Accounting Firm between Sellers and Buyer based on the merits of such party’s claim with respect to such dispute. If the Estimated Cash Purchase Price is greater than the Cash Purchase Price, Sellers shall, within three (3) business days after the Closing Statement becomes final and binding on the parties hereto and shall be enforceable against any party hereto parties, make payment by wire transfer to Buyer, in any court immediately available funds of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (btogether with interest thereon at a rate per annum equal to the Applicable Rate, calculated on the basis of the actual number of days elapsed over 360, from the Closing Date to the date of payment. Any amount payable under this Section 1.4(b) shall first be made from the Final Escrow Amount to the extent of available funds therein prior to any amounts being funded directly by the Sellers. If the Cash Purchase Price is less greater than the Estimated Final Cash Purchase Price, Seller shall pay Buyer shall, within three (3) business days after the Closing Statement becomes final and binding on the parties, make payment by wire transfer to Purchaser Sellers, allocated between the Sellers in accordance with the Schedule 1.3(b)(iii) attached hereto, in immediately available funds of the amount of such difference, in either event by wire transfer in immediately available fundstogether with interest thereon at a rate per annum equal to the Applicable Rate, calculated on the basis of the actual number of days elapsed over 360, from the Closing Date to the date of payment. Payment by Purchaser or Seller, as the case may be, shall be within Earn-Out Payment. Within five (5) days following delivery by the Company’s accountants of the Final Settlement Company’s final audited consolidated financial statements for the year ended December 31, 2008, Buyer shall deliver to Sellers a statement setting forth in reasonable detail the Company’s Net Sales for such year and a computation of the Earn-Out Payment for such year (the “Earn-Out Statement”). If the Company’s Net Sales for such year exceed the Company’s Net Sales for the fiscal year ended December 31, 2007, the Buyer shall deliver by wire transfer of immediately available funds, allocated between the Sellers in accordance with the Schedule 1.3(b)(iii) attached hereto, to an account designated by Sellers, an aggregate amount equal to $500,000 (the “Earn-Out Payment”). Following the Closing Date, if, prior to December 31, 2008, either Seller’s employment is terminated by the Company without Cause (as such term is defined in the applicable Employment Agreement) or either Seller resigns with Good Reason (as such term is defined in the applicable Employment Agreement), then such Seller shall be entitled to receive such Seller’s portion of the Earn-Out Payment if, at the time of such termination, the Company’s Annualized Net Sales for the fiscal year ended December 31, 2008 would exceed the Company’s Net Sales for the fiscal year ended December 31, 2007. For purposes of this Section 1.5, if the Company acquires any other business entity after the Closing Date, such other business and the results of its operations shall be kept separate from (i.e. not combined with) the business of the Company for purposes of calculating the amount of the Earn-Out Payment, unless and until Buyer and Sellers reach an agreement as to the basis on which the Net Sales of the acquired business entity are to be included in the Net Sales of the Company. Sellers understand and acknowledge that, from and after the Closing, control of all key business decisions of the Company (including, without limitation, any and all decisions relating to any acquisitions, dispositions, purchases or sales of assets and the timing thereof, capital expenditures and the timing thereof, opening new or closing existing offices, product pricing, employee hiring and retention, subcontracting authority and facilities management) shall be conducted in accordance with the directions of Buyer and that Buyer and its owners may operate the Company’s business in the manner it deems appropriate, regardless of the impact on the Earn-Out Payment; provided however, that Buyer will operate the business, collectively with its other businesses, exercising its reasonable business judgment and shall not take any action which has as its primary purpose the diminution of the Earn-Out Payment. Notwithstanding anything contained in this Section 1.5 to the contrary, Buyer shall not be obligated to pay the Earn-Out Payment on the date such payment is otherwise due hereunder if and to the extent that the payment of such amount: (i) would result in a default under any Buyer’s or any of its affiliates’ senior or subordinated debt financing agreements or a default exists thereunder at the time of such contemplated payment; or (ii) is restricted by Applicable Law, then in each case, only for so long as such restriction(s) remain in effect; provided, however, with respect to (i) and (ii) above, if such restriction(s) would not result from the payment of a portion of the Earn-Out Payment, Buyer is obligated to pay the portion of the Earn-Out Payment which it may so purchase. Any amounts due and owing under this Section 1.5 in respect of the Earn-Out Payment that are not paid when due shall accrue interest at a rate per annum equal to the Applicable Rate, calculated from the date such payment is otherwise due hereunder until the actual date of payment. Sellers acknowledge and agree that any failure by Buyer to pay all or any portion of the Earn-Out Payment on the date otherwise due hereunder by virtue of clauses (i) or (ii) above shall not constitute a default under or a breach of this Agreement for any reason. Notwithstanding the restrictions set forth in clause (i) above, if the Earn-Out Payment is due and payable hereunder, such Earn-Out Payment shall be paid on or prior to May 2, 2011.

Post-Closing Adjustments. As (i) Following Closing, as soon as practicable (but not more than five Business Days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of Assumed Debt in accordance with this Section 2.3), the Final Settlement Statement amount, if any, by which the Assumed Debt at Closing is (i) greater than the Estimated Assumed Debt at Closing, shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne paid by the Seller to the Purchaser, first by means of a reduction of the Securities (or cash if Securities have been converted thereto) held under the Post-Closing Escrow Agreement, if any are so held, and then, if such amount in the Post-Closing Escrow Agreement is insufficient to satisfy such adjustment, with respect to the balance thereof in immediately available funds by wire transfer to an account of Purchaser equally. The designated in writing by Purchaser to Seller, no later than three Business Days prior to the date upon which that such agreement payment is reached due, or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (aii) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase PriceAssumed Debt at Closing, shall be paid by the Purchaser to the Seller shall pay in immediately available funds by wire transfer to Purchaser an account of Seller designated in writing by Seller to Purchaser, no later than three Business Days prior to the date that such payment is due. (ii) Following Closing, as soon as practicable (but not more than five Business Days after the determination of the amount of Working Capital in accordance with this Section 2.3), the amount, if any, by which Working Capital at Closing is (i) less than Estimated Worked Capital at Closing, shall be paid by the Seller to the Purchaser, first by means of a reduction of the Securities (or cash if the Securities have been converted thereto) held under the Post-Closing Escrow Agreement, if any are so held, and then, if such differenceamount in the Post-Closing Escrow Agreement is insufficient to satisfy such adjustment, with respect to the balance thereof in either event immediately available funds by wire transfer to an account of Purchaser designated in writing by Purchaser to Seller, no later than three Business Days prior to the date that such payment is due, or (ii) greater than the Estimated Working Capital at Closing, shall be paid by the Purchaser to the Seller in immediately available funds. Payment funds by Purchaser or Sellerwire transfer to an account of Seller designated in writing by Seller to Purchaser, no later than three Business Days prior to the date that such payment is due. (iii) Following the Closing, as soon as practicable (but not more than five Business Days after the case may bedetermination of the amount of Remaining Installments in accordance with this Section 2.3, the amount, if any, by which the Remaining Installments is (i) greater than the Estimated Remaining Installments, shall be within five (5) days paid by the Seller to the Purchaser, first by means of a reduction of the Final Settlement DateSecurities (or cash if the Securities have been converted thereto) held under the Post-Closing Escrow Agreement, and then, if such amount in the Post-Closing Escrow Agreement is insufficient to satisfy such adjustment, with respect to the balance thereof in immediately available funds by wire transfer to an account of Purchaser designated in writing by Purchaser to Seller, no later than three Business Days prior to the date that such payment is due, or (ii) less than the Estimated Remaining Installments, shall be paid by the Purchaser to the Seller in immediately available funds by wire transfer to an account of Seller designated in writing by Seller to Purchaser, no later than three Business Days prior to the date that such payment is due. (iv) For the purposes of this Agreement, any and all Securities shall be deemed to be valued at the same amount per Security as set forth in Section 2.1(a)(ii), subject only to equitable adjustments in accordance with Section 10.14 for events the record date of which occur after the Closing. (v) The limitations set forth in Section 8.5 shall not apply to any adjustments required under this Section 2.3.

Post-Closing Adjustments. As soon as practicable (a) Within 90 days after the ClosingClosing Date, but Verizon shall cause to be prepared and delivered to the Surviving Corporation a statement derived from the books and records of Verizon and its Affiliates (the “Closing Statement”), setting forth Distribution Date Working Capital, including reasonable detail regarding the calculation thereof. The Distribution Date Working Capital shall be calculated in no event later than one accordance with GAAP, consistently applied, using the same accounting principles, methodologies and policies used in the preparation of the Spinco Audited Balance Sheet, pro forma for the completion of the Contribution, as modified by the principles, methodologies and policies set forth in Section 5.1 of the Disclosure Letter. (b) Verizon shall give the Surviving Corporation and each of its Representatives access at all reasonable times and on reasonable advance notice to Verizon’s books and records to the extent reasonably required to permit the Surviving Corporation to review the Closing Statement. Within 60 days after receipt of the Closing Statement, the Surviving Corporation shall, in a written notice to Verizon, describe in reasonable detail any proposed adjustments to the items set forth on the Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Article V). The Surviving Corporation shall have the right to discuss the Closing Statement with Verizon’s accountants, it being understood that in connection with such discussion, the Surviving Corporation will not have access to the work papers of such accountants. If Verizon shall not have received a notice of proposed adjustments (provided that any and all proposed adjustments to the calculation of Distribution Date Working Capital must in the aggregate exceed two hundred eighty fifty thousand dollars (180$250,000) or more) within such 60-day period, the Surviving Corporation will be deemed to have accepted irrevocably such Closing Statement. (c) Verizon and the Surviving Corporation shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Statement, during the 30 days following Verizon’s receipt of the proposed adjustments. If the parties are unable to resolve such dispute within such 30-day period, then, at the written request of either party (the “Dispute Resolution Request”), each party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 15-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Final Closing Statement”), executed within five days thereafter. If the business representatives do not resolve the dispute, Seller within five days the Surviving Corporation and Verizon shall prepare jointly select a nationally recognized Table of Contents independent public accounting firm (which is not the regular independent public accounting firm of either Verizon or the Surviving Corporation) to arbitrate and deliver resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 9.13. If the Surviving Corporation and Verizon do not jointly select such firm within five days, a nationally recognized accounting firm shall be selected by lot from among those nationally recognized firms which are not the regular firm of either Verizon or the Surviving Corporation. Such accounting firm shall arbitrate and resolve such dispute based solely on the written submission forwarded by Verizon and the Surviving Corporation and shall only consider whether the Closing Statement was prepared in accordance with this Article V and (only with respect to Purchaser a final settlement statement disputed matters submitted to the accounting firm) whether and to what extent the Closing Statement requires adjustment. The fees and expenses of such accounting firm shall be shared by the Surviving Corporation and Verizon in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Surviving Corporation and Verizon, respectively. (d) If the amount of the Distribution Date Working Capital, as set forth in the Final Closing Statement (the “Final Settlement StatementDistribution Date Working Capital”) setting forth each adjustment or exceeds the Target Working Capital, no payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance made by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree either party with respect to the changes proposed by Purchaserthereto and, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement Distribution Date Working Capital is less than the Target Working Capital, Verizon shall pay to the Surviving Corporation an amount equal to such deficit. All such amounts shall bear interest from the Distribution Date through but excluding the date of payment at the Applicable Rate; such interest shall accrue daily on the basis of a 365 day year calculated for the actual number of days for which payment is due and such payment shall be submitted payable together with the amount payable pursuant to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionforegoing sentence. Any costs and expenses incurred by the Accounting Firm amounts payable pursuant to this Section 12.1 5.1(d) shall be borne by made via wire transfer of immediately available funds within five Business Days after the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Closing Statement becomes a Final Purchase Price is established, shall be herein called the “Final Settlement DateClosing Statement.” In the event (ae) To the Final Purchase Price extent that Verizon makes any payment of an amount which constitutes a Current Liability between the Closing Date and the date any payment is more than due under Section 5.1(d), then Verizon shall have a right to offset the Estimated Final Purchase Priceaggregate of all such amounts against the amount, Purchaser shall pay if any, payable to Seller the amount Surviving Corporation under Section 5.1(d); provided that Verizon has provided evidence of the payment of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay amounts prior to Purchaser the amount making any offset. Table of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.Contents