Common use of Working Capital Adjustment Clause in Contracts

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.

Working Capital Adjustment. In the event the Adjusted Working Capital (a) On or about the Closing Date (but in no event more than five (5) days before the Closing Dateas said term is defined below), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business Seller with respect to the Facility, calculated as of the Closing Date (the “Physical Inventory”"CLOSING DATE ADJUSTED WORKING CAPITAL"), and Buyers and their representatives shall equal or exceed the Adjusted Working Capital of the Seller with respect to the Facility, calculated as of March 31, 1998, a schedule of which is attached hereto as EXHIBIT 2.6-1 (the "BASE ADJUSTED WORKING CAPITAL") or in the event the Base Adjusted Working Capital shall exceed the Closing Date Adjusted Working Capital by an amount not greater than $100,000, then no adjustment to the Purchase Price will be made pursuant to this Section 2.6. For purposes hereof, the term "ADJUSTED WORKING CAPITAL" shall mean (i) the sum of the current assets (net of any reserves therefor) of the Seller which are of a type to be included in the Assets minus (ii) the sum of the current liabilities of the Seller which are of a type to be included in the Assumed Liabilities. The Adjusted Working Capital shall be allowed fulldetermined in accordance with generally accepted accounting principles consistently applied, unconditional observation rights shall be determined employing the same methodology with respect to bad debt reserves and Medicare/Medicaid contractual reserves as that employed in preparing the Financial Statements and shall be calculated and prepared in a manner consistent with, including the assumptions, process and procedures described in EXHIBIT 2.6-2 and otherwise in a manner consistent with the Financial Statements. Within twenty-one (21) days of the Physical Inventorydate hereof, the Seller and the Shareholder shall calculate, prepare and deliver to the Purchaser a statement in reasonable detail of the Adjusted Working Capital as of April 30, 1998 and May 31, 1998, and within forty-five (45) days of each month thereafter until the Closing Date, the Seller and the Shareholder shall calculate, prepare and deliver to the Purchaser a statement in reasonable detail of the Adjusted Working Capital as of the end of each such month. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) Within 90 calendar days after the Closing Date), Sellers the Purchaser shall prepare and deliver to Buyers the Shareholder a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement Adjusted Working Capital in reasonable detail, together with the calculation and the accounting procedurescomponents thereof (the "PURCHASER'S WCA STATEMENT"). The Purchaser's WCA Statement will be reviewed by the Shareholder (and, methodologiesif the Shareholder so chooses and at its expense, tests by a firm of independent certified public accountants), who shall, not later than 60 calendar days after receipt of the Purchaser's WCA Statement, raise any objections it has to the Closing Date Adjusted Working Capital calculation set forth in the Purchaser's WCA Statement by notifying the Purchaser in writing within such time period in a statement indicating the item or items disputed, and approaches being used containing, in connection therewith.reasonable detail, the nature of the Shareholder's objections (a "WCA OBJECTION NOTICE"). During such 60-day period, the Shareholder and any such independent certified public accountants shall have full access to the

Working Capital Adjustment. (a) On or about the Closing Date Sellers have estimated that their consolidated Net Working Capital (but in no event more than five (5as defined below) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date will be FOUR MILLION SEVEN HUNDRED ONE THOUSAND NINE HUNDRED FIVE U.S. dollars (U.S. $4,701,905) (the “Physical Inventory”"Estimated Net Working Capital"). Net Working Capital shall mean the sum of the Sellers' trade accounts receivable (which represent valid obligations due from third parties and arising from sales actually made or services actually performed in the ordinary course of business by one of the Sellers) and inventories (collectively, the "Current Assets"), less the sum of their trade accounts payable and Buyers and their representatives shall be allowed fullother current liabilities, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, including but not limited toto employee related accruals, supporting schedules setting forth pro rata bonus accruals, vacation accruals, and customer rebates incurred in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as conduct of the close Sellers' business, but excluding any self insurance reserve (collectively, the "Current Liabilities"). For purposes of business (Eastern Time) on calculating the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement , (i) cash shall be prepared as excluded; (ii) the Current Assets shall be generated and usable in the ordinary operations of Sellers' business; (iii) inventories shall include all raw materials, work in process and finished goods, and all other materials and supplies that are normally used in the operations of the close Sellers' business and shall be valued at the lower of business cost or market on a first-in, first-out basis, except for obsolete items, items of below-standard quality and slow-moving items, all of which will be written down to net realizable value; (Eastern Timeiv) all transactions with Affiliates or Related Persons, not disclosed on the Closing Date Schedule 3.23, shall be excluded; and (v) all Current Assets and Current Liabilities shall be valued in accordance with Exhibit BGAAP, or to the extent not addressed by Exhibit B, and when alternative treatments are acceptable under GAAP (as in effect as of the Closing Date)on a consistent basis with prior periods. Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants Sellers shall be permitted to discuss with Sellers and their accountants responsible for labor costs involved in the proposed Closing Date Statement, and taking of inventory through the Effective Time. Buyer shall be provided copies of, and have reasonable access, at responsible for labor costs involved in the cost and expense taking of inventory after the Buyers, upon reasonable notice at times during normal business hours to, Effective Time. Buyers shall be responsible for the work papers and supporting records equipment rental costs associated with the taking of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithinventory.

Working Capital Adjustment. (a) On or about the Closing Date (but Xxxx hereby agrees to accept, in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory full satisfaction of the Business as Working Capital Note, the amount of the Closing Date $1,100,000 (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working CapitalNote Payment”). The Closing Date Statement Working Capital Note Payment shall be prepared as paid to Xxxx in immediately available funds by wire transfer on the Effective Date. In addition, on the Effective Date Xxxx shall be reimbursed $14,000 in immediately available funds by wire transfer for customer USF Fees intercepted by the government (the “USF Fee Payment”). Upon receipt of the close Working Capital Note Payment, Xxxx shall xxxx the Working Capital Note “paid in full” and shall return the original note to Velocita. Xxxx acknowledges that upon receipt of business the Working Capital Note Payment and the USF Fee Payment, all obligations under Section 3 of the Working Capital Settlement Agreement have been fully satisfied, and upon receipt of the Initial Deferred Note Payment Xxxx and the Current Distribution Payments agrees to take such further action as is necessary to assign the FCC Licenses to SkyTel Spectrum as soon as reasonably practicable; specifically, (Eastern Timea) Xxxx shall execute and deliver to SkyTel Spectrum on the Closing Effective Date an Instrument of Assignment and any other documents required in accordance connection with Exhibit Bconsummation of the assignment of the FCC Licenses to SkyTel Spectrum, and (b) Xxxx agrees that SkyTel Spectrum may submit, or may cause to be submitted, an FCC Form 603 notification of consummation (the “Consummation Notice”) of the assignment of the FCC Licenses to SkyTel Spectrum on or after the Effective Date, and (c) SkyTel Spectrum agrees to submit, or cause to be submitted, the Consummation Notice as soon as possible on or after the Effective Date. Notwithstanding anything to the extent not addressed by Exhibit Bcontrary contained herein, GAAP nothing in this Agreement releases Xxxx from its obligation under Section 4 of the Working Capital Settlement Agreement with respect to the Tax Assessment (as defined in effect as the Working Capital Settlement Agreement). Any downward adjustment to the Working Capital Note shall constitute a reduction of the Closing Date). Until such time as purchase price under the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithAsset Purchase Agreement.

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before CALCULATION OF CLOSING DATE NET WORKING CAPITAL. As soon as reasonably practicable following the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxxin any event within forty-five (45) calendar days thereof, LLP Parent shall conduct cause to be prepared and delivered to the Stockholder Representative (i) a physical inventory balance sheet of the Business Company ("CLOSING BALANCE SHEET") as of the Closing Date which shall be audited by KPMG Peat Marwick LLP ("KPMG"), together with the related audit report of such firm (the “Physical Inventory”"CLOSING BALANCE SHEET"), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60ii) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination calculation of Net Working Capital (as defined below) of the close of business (Eastern Time) on Company as determined from the Closing Date Balance Sheet (the “Actual Net Working Capital”"CLOSING DATE NET WORKING CAPITAL"). The Closing Date Statement Balance Sheet shall (i) be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as applied in effect the Company's audited financial statements for the year ended December 31, 1998), (ii) fairly present the financial position of the Company as of the Closing Date). Until such time as the calculation and (iii) reflect all liabilities of the amounts shown Company which remain unpaid as of the Closing and are required to be included on the Closing Date Statement is finalbalance sheet under GAAP. For the purpose hereof, binding "NET WORKING CAPITAL" as of any date shall, subject to the adjustments and conclusive on conventions set forth in the Parties last sentence of this Section 2.12(a), be determined in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date StatementGAAP, and shall be provided copies of, and have reasonable access, at mean (x) the cost and expense current assets of the BuyersCompany as of such date, upon reasonable notice at times during normal business hours to, minus (y) the work papers and supporting records current liabilities (other than any portion of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation Funded Debt of the Closing Date Statement and Company which would otherwise be classified as a current liability) of the accounting proceduresCompany as of such date; PROVIDED, methodologiesHOWEVER, tests and approaches being used that no Adjustment Amount (as defined herein) shall be made for any changes identified on SCHEDULE 2.12(a). Notwithstanding any provision of this Agreement to the contrary, in connection therewithno event shall current assets include any deferred income tax asset including, without limitation, any such deferred income tax asset related to unrealized net operating loss carry forwards of the Company.

Working Capital Adjustment. (a) On or about No later than the Closing Date (but in no event more than five (5) days close of business on the fifth Business Day before the First Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & XxxxxxCapstar shall deliver to ACN Holdings an estimated balance sheet, LLP as of immediately prior to the First Closing Date, for the Contributed Franchises being contributed at the First Closing, which balance sheet shall conduct only be required to reflect a physical inventory reasonable, good faith estimate of the Business assets, liabilities and the other line items on the balance sheet included in the calculation of Working Capital for the Contributed Franchises being contributed at the First Closing, as of immediately prior to the First Closing Date (the “Physical Inventory”"Capstar Estimated First Closing Balance Sheet"). Capstar (after good --------------------------------------------- faith consultation with ACN Holdings and the Capstar Accountants) shall make a reasonable, and Buyers and their representatives shall be allowed fullgood faith estimate of Working Capital for such Contributed Franchises based on the Capstar Estimated First Closing Balance Sheet ("Estimated First Closing Capstar Working Capital") as soon as reasonably ----------------------------------------------- practicable, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the third Business Day prior to the First Closing Date Date. The Estimated First Closing Capstar Working Capital shall be set forth in a written statement executed by Capstar (the “Actual Net Working Capital”execution and delivery of which shall not in any manner prejudice the rights of any party under this Agreement). The Capstar Estimated First Closing Date Statement Balance Sheet shall be prepared as of the close of business (Eastern Time) on the Closing Date by Capstar in accordance with Exhibit BGAAP, or subject to the extent not addressed adjustments that would be made after audit, except as otherwise contemplated by Exhibit B, GAAP (as in effect as of the Closing Date)this Agreement. Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date StatementACN Holdings shall, and ACN Holdings shall be provided copies ofrequest the ACN Accountants, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement consult in good faith with Capstar and the accounting proceduresCapstar Accountants, methodologies, tests and approaches being used in connection therewithwhen preparing the Capstar Estimated First Closing Balance Sheet.

Working Capital Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (aas hereinafter defined) On or about the Closing Date (but in no event more is less than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of $500,000 on the Closing Date (the “Physical "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Purchased Assets, less: (i) the Assumed Liabilities, (ii) the portion of trade receivables that are more than 100 days past the original invoice date; (ii) promissory notes due from employees or Affiliates of the Company; and (iii) the amount, if any, by which the sum of the Closing Balance Sheet items "Supplies," "Deposits," "Prepaid Expenses," "Unbilled Services" and "Inventory”)" (each as calculated pursuant to GAAP) exceeds $130,000. Promptly following the Closing, and Buyers and their representatives shall be allowed full, unconditional observation rights in order to verify the accuracy of the Physical Inventoryadjustment made at the Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the amount of the Closing Adjusted Working Capital Amount. As The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly as practicable after their determination of such amount and the Physical Inventory (but in Purchaser shall deliver the Accountants' CAWCA Report to the Seller no event later than sixty (60) days after following the Closing Date. The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report. The Seller's objection to the Accountants' CAWCA Report. The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount. Within ten (10) days after receipt of the Seller's CAWCA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), Sellers if any, shall prepare be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and deliver Seller shall be obligated to Buyers replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a statement like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Adjusted Working Capital Amount and the Final Adjusted Working Capital Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount discussed determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the “Closing Date Statement”) setting forth determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a calculationlike amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including providing such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance independent accountants with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statementaccess to, and shall be provided copies of, all books and have reasonable access, at records that they shall reasonably request. The Purchaser and the cost and expense Seller shall each bear one-half of all of the Buyerscosts and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon reasonable notice at times during normal business hours toan independent accounting firm, the work papers Seller and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning Purchaser will request that one be designated by the preparation President of the Closing Date Statement and Philadelphia office of the accounting procedures, methodologies, tests and approaches being used in connection therewithAmerican Arbitration Association.

Working Capital Adjustment. (a) On or about Within three (3) business days prior to the Closing Date (but in no event more than five (5) days before Closing, the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP Company shall conduct deliver to the Parent a physical inventory of the Business statement dated as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Initial Statement”) setting forth a calculation, with reasonable supporting written documentation detail its calculation of the difference between: (including, but not limited to, supporting schedules setting forth i) the value of certain of the Acquired Assets less the value of certain of the Assumed Liabilities; in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital each case as of the close of business (Eastern Time) on the Closing Date and as more fully described on Schedule 1.04(a) (the “Actual Net Initial Working Capital”); and (ii) $4,800,000 (such difference, the “Initial Working Capital Adjustment”). The Closing Date Statement In addition, the Company shall deliver to the Parent a statement setting forth the amount of the cash and Customer Deposits being transferred to the Buyer as part of the Acquired Assets and Assumed Liabilities, respectively. At the Closing, the Cash Amount shall be prepared as reduced by the amount of the close Initial Working Capital Adjustment (if less than $0) and the Cash Amount shall be further reduced by the amount, if any, that the cash portion of business (Eastern Time) on the Acquired Assets is less than the Customer Deposits portion of the Assumed Liabilities. In the event that the Cash Amount is reduced because the cash portion of the Acquired Assets is less than the Customer Deposits portion of the Assumed Liabilities, then the Company shall be entitled to reimbursement of such reduction to the extent that the Parent has collected Accounts Receivable after the Closing Date in accordance with Exhibit Bsuch reimbursement (if any) occurring on the date of the A/R Payment (as defined below). If the Initial Working Capital Adjustment is greater than $0, or then Parent shall, at the Closing, make a positive adjustment to the Cash Amount only to the extent not addressed by Exhibit B, GAAP (as in effect as that the cash portion of the Closing Date). Until such time as the calculation Acquired Assets is in excess of the amounts shown Customer Deposits portion of the Assumed Liabilities and if there is not sufficient excess then the balance shall be paid by the Parent to the Company through the collection of Accounts Receivable on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense date of the Buyers, upon reasonable notice at times during normal business hours to, A/R Payment and in no event shall Parent or Buyer be obligated to make such payment by any other means. The adjustments described in this subsection are subject to further adjustment pursuant to the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement Final Working Capital Adjustment and the accounting procedures, methodologies, tests and approaches being used additional adjustments described in connection therewithSection 1.05.

Working Capital Adjustment. (a) On or about Subject to the provisions of this Section 2.6, the Purchase Price will be adjusted on a dollar for dollar basis following the Closing Date (but in no event more than five (5) days before to the Closing Date), Buyers and Sellers agree extent that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory the Working Capital of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of "Final Working Capital") is greater or less than the Physical InventoryMinimum Working Capital. As promptly as practicable after the Physical Inventory (practicable, but in no event later than forty five (45) days after the Closing, the Company shall prepare and deliver to Buyer a statement of the Working Capital, reflecting each of the components of Working Capital as if set forth on a balance sheet, of the Business as of Closing Date which shall have been examined and reported on by Company's Auditor (the "Closing Working Capital Statement"). The report of Company's Auditor shall be made to the Company and Buyer and shall state that the Closing Working Capital Statement (i) has been prepared in conformity with the terms of this Agreement, (ii) was prepared in conformity with GAAP (except as otherwise provided herein), and applied on a consistent basis with those policies used by the Company ("Company Policies") in connection with the preparation of the financial statements of the Company for the fiscal year ended January 2, 2000, and (iii) presents fairly, in all material respects, the Working Capital of the Business at the Closing Date, and that the audit by Company's Auditor was conducted in accordance with generally accepted auditing standards. The Closing Working Capital Statement shall be prepared in accordance with the books and records of the Company and in conformity with GAAP, applied on a consistent basis with Company Policies, except that (i) accounts receivable shall reflect only trade accounts receivable of the Business, (ii) accounts payable shall reflect only trade accounts payable of the Business and a payable to Pepsi-Cola and National Brand Beverages, Ltd. of $2,000,000 and shall exclude any accounts payable if including such accounts payable would result in the aggregate accounts payable exceeding the aggregate accounts receivable, (iii) the allowance for doubtful accounts receivable shall be zero, (iv) the value of Inventory shall be adjusted in accordance with the Company's year end adjustment procedures and (v) Retained Assets and Retained Liabilities shall be excluded. Promptly after the Closing, but in no event later than October 22, 2000, Buyer and the Company shall cooperate to permit the Company's Auditor to perform a physical count and inspection of the Inventory for purposes of preparing the Closing Working Capital Statement. The timing of such physical count and inspection shall be coordinated with Buyer and Buyer's Auditor so as to minimize disruption to Buyer's business and to allow Buyer's Auditor to be present at such physical count and inspection. For purposes of this Agreement, the Inventory to be stated on the Closing Working Capital Statement shall be the Inventory at the time of such physical count and inspection as adjusted in accordance with the books and records of the Company to the effective time of the Closing. The Company shall permit Buyer and Buyer's Auditor to review all work papers and computations used by the Company and Company's Auditor in preparing the Closing Working Capital Statement. After the Closing Date, until agreement is reached as to the Closing Working Capital Statement, for purposes of this Section 2.6, Buyer shall permit the Company and Company's Auditor full and free access, at all reasonable times, to the deeds, documents and contracts and books of account, records, files, invoices and other data associated with, necessary to or used in the Business as conducted on or before the Closing Date; provided, however, that the Company shall coordinate such access with Buyer in order to minimize disruption to the conduct of Buyer's business. Buyer shall within thirty (30) days after the receipt of the Closing Working Capital Statement advise the Company in writing of the amounts and descriptions of adjustments relating to Working Capital, if any, which Buyer believes are necessary to be made to the Closing Working Capital Statement. In the event that Buyer and the Company are unable to resolve any differences with respect to the Working Capital reflected on the Closing Working Capital Statement within sixty (60) days after receipt of the Closing Date)Working Capital Statement by Buyer, Sellers then the issues remaining unresolved shall prepare be determined as follows: Buyer and deliver to Buyers a statement the Company shall jointly select and retain an independent firm of certified public accountants of national standing and reputation in the United States (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory"Independent Firm") for the determination purpose of Net Working Capital as of resolving within the close of business (Eastern Time) on ranges proposed by Buyer and the Closing Date (Company all remaining unresolved issues with respect to the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of If Buyer and the close of business Company are not able to agree upon the Independent Firm within seventy-five (Eastern Time75) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as days after receipt of the Closing Date). Until such time as Working Capital Statement by Buyer, then the calculation Independent Firm shall be selected by lot after Buyer has eliminated two (2) of the amounts shown on three (3) independent firms of public accountants of national standing and reputation in the Closing Date Statement is final, binding United States selected by the Company and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense Company has eliminated two (2) of the Buyersthree (3) such firms selected by Buyer; provided, upon reasonable notice at times during normal business hours tohowever, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation that Buyer's Auditor shall not be one of the Closing Date Statement three independent firms selected by Buyer and Company's Auditor shall not be one of the accounting procedures, methodologies, tests and approaches being used in connection therewiththree independent firms selected by the Company.

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before the Closing DatePursuant to Section 6.3(f), Buyers immediately following the Closing, the Company (and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date its subsidiaries) are required to have an aggregate minimum Working Capital balance equal to Twenty Five Million Dollars ($25,000,000) (the “Physical InventoryWorking Capital Minimum”). For purposes of this Agreement, “Working Capital” shall mean current assets minus current liabilities based on the GAAP accounting consistently applied by the Company’s independent auditors. Prior to Closing, the Company will determine the amount of Working Capital reflected on its most recent internal financial statement (for the month prior to the month in which Closing will occur) (the “Estimated Working Capital Amount”), and Buyers will distribute cash (or enter into an obligation to distribute cash in the future) to its stockholders and their representatives shall be allowed fullPhantom Stock holder, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date)prior to or concurrently with Closing, Sellers shall prepare and deliver to Buyers a statement an amount (the “Pre-Closing Date StatementDistribution”) setting equal to the Estimated Working Capital Amount, less (i) the Working Capital Minimum, less (ii) a holdback of One Million Dollars ($1,000,000) (the “Working Capital Holdback”); provided, however that any portion of such Pre-Closing Distribution that exceeds $13,000,000 (the ”Pre-Closing Excess Working Capital”) will not be distributed to the Company’s stockholders or Phantom Stock holder prior to or concurrently with Closing and will instead shall be paid as set forth a calculationbelow. To the extent that the Company does not complete the Pre-Closing Distribution by issuing cash, the Company will enter into payment obligation agreements with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting each stockholder and Phantom Stock holder that will set forth the payment owed in the future to each stockholder and Phantom Stock holder based on the amounts payable to such stockholders and Phantom Stock holder as contemplated herein and set forth in reasonable detail all assets such payment obligation agreements, which payment obligation agreements shall be assumed by the Surviving Corporation and liabilities included therein paid as set forth herein. By no later than March 31, 2019, NBEV shall deliver to Kexxx Xxxx Xxxx (including the “Stockholder Representative”), a determination, and working papers supporting such detail regarding determination, of the Inventory) for the determination of Net actual Working Capital as of the close of business (Eastern Time) on the amount immediately after Closing Date (the “Actual Net Working CapitalCapital Amount”), and the Stockholder Representative shall have thirty (30) days after receipt of the determination to accept or object to such determination. The Closing Date Statement In the event the Stockholder Representative accepts the determination or fails to object within thirty (30) days, then the NBEV determination shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties parties. In the event the Stockholder Representative objects to the determination, then the parties shall have ten (10) days to negotiate, in good faith, the Actual Working Capital Amount. If the parties fail to agree upon the Actual Working Capital Amount during such ten (10) day period, then they shall select a nationally recognized independent certified public accountant to determine the Actual Working Capital Amount, which determination shall be conclusive and binding on the parties. The fees and expenses of the independent accountant will be allocated between NBEV and the Stockholder Representative in the same proportion that the unsuccessfully disputed amount submitted by each party bears to the total amount of disputed amount submitted to the independent accountants. The amount by which the Actual Working Capital Amount exceeds the Estimated Working Capital Amount (the “Post-Closing Excess Working Capital”) shall be added to the Pre-Closing Excess Working Capital and shall be referred to in the aggregate as the “Excess Working Capital”. NBEV shall cause the Surviving Corporation to pay, subject to the terms of the payment obligation agreements, the Excess Working Capital and the Working Capital Holdback, to the Company’s stockholders and the Phantom Stock holder in accordance with the payment schedules set forth below. If, in the event that the Actual Working Capital Amount is less than the Estimated Working Capital Amount, then NBEV and/or Surviving Corporation shall be entitled to deduct from the Working Capital Holdback an amount equal to such shortfall; provided, however, that to the extent there is any remaining money in the Working Capital Holdback after such deduction, such remaining money shall be distributed to the Company’s stockholders and Phantom Stock holder. Any payment contemplated hereunder relating to the Working Capital Holdback shall be made within ten (10) days after the Actual Working Capital Amount becomes conclusive and binding upon the parties. Any payment contemplated hereunder relating to Excess Working Capital shall be made on or before July 31, 2020. Any payments to or by the Company’s stockholders or Phantom Stock holder pursuant to this Section 2.8, Buyers and their accountants 1.10 shall be permitted made in the same manner and in the same proportions as the Merger Consideration that is distributed to discuss with Sellers the stockholders and their accountants Phantom Stock holder pursuant to this Agreement. For purposes of calculating the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours toWorking Capital Minimum, the work papers Estimated Working Capital Amount and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning Actual Working Capital Amount, any current liabilities associated with mortgages on real property owned by the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used Company shall not be included in connection therewithcurrent liabilities.

Working Capital Adjustment. (a) On or about At least one business day prior to Closing, Shareholders will deliver a statement to Purchaser setting forth Company’s good faith estimate of the Closing Date Working Capital (but the “Estimate”), which Estimate is expected to be reasonably close to what the actual Closing Working Capital number will later be determined to be. At the Closing, based upon the Estimate, the Purchase Price shall be adjusted (i) downward on a dollar-for-dollar basis to the extent the Closing Working Capital is less than Three Hundred Fifty Thousand Dollars ($350,000.00), or (ii) upward on a dollar-for-dollar basis to the extent the Closing Working Capital is greater than Five Hundred Thousand Dollars ($500,000.00). The amount of the adjustment to the Purchase Price at Closing (which may be a positive or negative number), if any, shall be referred to herein as the “Closing Adjustment Amount.” For purposes of this Agreement, “Closing Working Capital” means the current assets of Company (cash + accounts receivable collectible in the ordinary course of business + inventory usable or saleable in the ordinary course of business + work in progress (to the extent not already included in inventory) + prepaid expenses) less the current liabilities of the Company (current liabilities + accounts payable (other than amounts payable to the LMC Creditor Group and the Outside Creditor Group, each as hereinafter defined)) as of the close of business on December 31, 2007, determined in accordance with United States generally accepted accounting principles consistently applied (“GAAP”). Based upon its own post-closing inspection and access to Company financial information, Purchaser shall make its own analysis of the Closing Working Capital and send a notice to the Shareholder Representative detailing such finding and no event more later than seventy-five (575) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of after the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working CapitalPurchaser Notice”). The Purchaser Notice shall include a detailed balance sheet of the Company and a statement whether a post-Closing Date Statement adjustment to the Purchase Price is necessary to correct for the difference between the Estimate and the actual Closing Working Capital. The amount of such adjustment shall be prepared referred to as the “Post-Closing Adjustment Amount.” Following the delivery of the close Purchaser Notice to the Shareholder Representative, the Purchaser shall give and shall cause the Company to give the Shareholder Representative and its representatives reasonable access to all of the books and records of the Company, on reasonable notice and during normal business (Eastern Time) on hours, for so long and so often as reasonably required by them, so that the Shareholder Representative can determine whether or not the Closing Date Working Capital and Post-Closing Adjustment Amount as set forth in accordance with Exhibit Bthe Purchaser Notice are accurate. If the Shareholder Representative determines that the Purchaser Notice (and the computation of Closing Working Capital and Post-Closing Adjustment Amount indicated thereon) was inaccurate, or it shall give notice (the “Shareholder Notice”) of such finding to the extent not addressed by Exhibit B, GAAP Purchaser no later than forty-five (as in effect as 45) days after delivery to the Shareholder Representative of the Closing Date)Purchaser Notice. Until such time Such Shareholder Notice shall specify any items or amounts as to which the calculation Shareholder Representative disagrees and a detailed statement of the amounts shown on basis of each of the Closing Date Statement Shareholder Representative’s objections. If no such Shareholder Notice is final, binding and conclusive on the Parties given in accordance with this Section 2.82.02, Buyers the Purchaser Notice (and their accountants the computation of Closing Working Capital and Post-Closing Adjustment Amount indicated thereon) delivered by Purchaser to the Shareholder Representative shall be permitted to discuss with Sellers conclusive and their accountants binding upon the proposed Closing Date Statement, parties and shall be the Closing Working Capital and Post-Closing Adjustment Amount for purposes of this Agreement. If a Shareholder Notice is provided copies ofin accordance with this Section 2.02 and the parties are unable to resolve any disagreements as to the Post-Closing Adjustment Amount within thirty (30) days after the Shareholder Notice has been given to the Purchaser, and have reasonable accessthe items or amounts in dispute shall be referred for resolution to the firm of Xxxxxx Xxxxxxx Xxxx & Co., at LLP (the cost and expense “Independent Accountants”). In the event that such firm declines to serve or is unable to serve due to a conflict or similar reason, the firm of Xxxxxxxxx & Co., LLP shall be engaged as the Independent Accountants. Promptly, but no later than 20 days after acceptance of the Buyersappointment as Independent Accountants, upon reasonable notice at times the Independent Accountants shall determine (it being understood that in making such determination, the Independent Accountants shall be functioning as an expert and not as an arbitrator), based primarily on written submissions by Purchaser and the Shareholder Representative, which may be confirmed by independent review if the Independent Accountants deem such review to be necessary, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital and Post-Closing Adjustment Amount which shall be conclusive and binding on the parties. In resolving any disputed item, the Independent Accountants (x) shall be bound by the provisions of this Section 2.02 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. Purchaser and the Shareholders (in the aggregate) shall each be responsible for one-half (½) of the fees and expenses charged by the Independent Accountants for their services. Purchaser shall permit the Independent Accountants to review the books and records of the Company that relate to the items in dispute, during normal business hours toand upon reasonable notice. No later than the third (3rd) business day following the date of final determination of the Post-Closing Adjustment Amount in accordance with this Section 2.02, (i) if such Post-Closing Adjustment Amount is a positive number, then Shareholders will pay such Post-Closing Adjustment Amount (together with interest thereon) to Purchaser by wire transfer of immediately available United States funds into an account designated in writing by Purchaser and (ii) if the work papers final Post-Closing Adjustment Amount is a negative number, then Purchaser will pay such Post-Closing Adjustment Amount (together with interest thereon) to the Shareholders (pro rata to the number of Shares being sold by each of them) by wire transfer of immediately available United States funds into an account designated in writing by the Shareholder Representative. For the purposes of this Section 2.02, interest will be payable at the “prime rate”, as announced by The Wall Street Journal, Eastern Edition, from time to time to be in effect, calculated based on a 365 day year and supporting records the actual number of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of days elapsed between the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithdate of payment.

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory The Cash Equivalent Portion -------------------------- of the Business Purchase Price shall be adjusted downward on a dollar-for-dollar basis by the amount by which the Net Working Capital of Legacy as of the Closing Date (plus the “Physical Inventory”aggregate severance amounts specifically set forth on Section 4(f) of ---- ------------ the Disclosure Schedule up to a maximum of $135,000) is less than $100,000 (the "MINIMUM WORKING CAPITAL"). At the Closing Date, the Sellers shall use their best estimate of the Net Working Capital and such Net Working Capital of Legacy as of the Closing Date shall be determined subsequent to the Closing by Coopers & Xxxxxxx, L.L.P. in accordance with the terms of this Agreement (at the expense of the Buyer), and Buyers and their representatives which determination (the "C&L WORKING CAPITAL DETERMINATION") shall be allowed full, unconditional observation rights of submitted in writing to the Physical Inventory. As promptly as practicable after Buyer and the Physical Inventory (but in no event Sellers not later than sixty (60) days after the Closing Date)Closing. Unless Puzzanghera on behalf of all Sellers objects in writing to the C&L Working Capital Determination within five business days of the receipt of such determination, the C&L Working Capital Determination shall be final, conclusive and binding on the Parties. If no objection is made, Sellers shall prepare pay to Buyer either (i) by wire transfer to Buyer, or (ii) at Seller's option if the promissory notes representing the Cash Equivalent Portion of the Purchase Price have not been paid off, reduce such promissory notes, the amount, if any, by which the amount of the C&L Working Capital Determination is less than the Minimum Working Capital within ten (10) days after the C&L Working Capital Determination. If Shareholders' Representative makes an objection to the C&L Working Capital Determination then Shareholders' Representative must deliver written notice to the Buyer that Sellers disagree with the C&L Working Capital Determination (an "WORKING CAPITAL DISAGREEMENT NOTICE"), then Buyer and deliver Shareholders' Representative shall attempt in good faith to Buyers a statement (mutually determine the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding correct amount of the Inventory) for the determination of Net Working Capital as of the close Closing Date within five (5) business days after Shareholders' Representative delivers the Working Capital Disagreement Notice to the Buyer. If Buyer and Shareholders' Representative cannot in good faith mutually determine the amount of business (Eastern Time) on the Net Working Capital as of the Closing Date within such period, then Shareholders' Representative shall have ten (10) days following their receipt of the “Actual C&L Working Capital Determination to object in good faith to the Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect Capital as of the Closing Date), in which event the item or items in dispute shall be resolved by Deloitte & Touche, as combined from time to time; provided that neither Buyer nor any Seller has any direct or indirect conflict or relationship with Deloitte & Touche, in which case such dispute shall be resolved by Ernst & Young, as combined from time to time; provided that neither Buyer nor any Seller has any direct or indirect conflict or relationship with Ernst & Young, in which case such dispute shall be resolved by another "Big Six" accounting firm, as combined from time to time, mutually acceptable to Buyer and Puzzanghera on behalf of Sellers. Until such time as The determination made by the calculation of the amounts shown on the Closing Date Statement is finalapplicable "Big Six accounting firm" (whether Deloitte & Touche, Ernst & Young or another accounting firm) shall be conclusive and binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted respect to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.such disputed

Working Capital Adjustment. Attached hereto as Schedule 2.3(b) is a consolidated statement of net working capital as defined in Schedule 2.3(b) hereto (a"NET WORKING CAPITAL") On or about of the Closing Date Sellers as of December 31, 2002 prepared by Parent (but in no event more than five the "WORKING CAPITAL STATEMENT"). Promptly following the Closing, Parent shall direct Ernst & Young, LLP (5) days before the Closing Date"E&Y"), Buyers Parent's independent public accounting firm, to conduct and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory complete an audit of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than 2002 Interim Financial Statements within sixty (60) days after following the Closing Date(the "AUDIT"); provided, Sellers however, that if E&Y declines to conduct the Audit, Alloy and Parent shall prepare mutually agree on such other nationally-recognized independent accounting firm to conduct the Audit. For purposes hereof, the independent accounting firm conducting the Audit hereunder shall be referred to as the "AUDITOR". Each party hereto shall make available to the Auditor such books, records, other documents and personnel as requested by the Auditor in connection with conducting the Audit. Upon completion of the Audit, Parent shall deliver to Buyers Alloy a statement copy of the audited 2002 Financial Statements together with a copy of the Auditor's report and such work papers and other information relating to the Audit as Alloy may reasonably request (collectively, the “Closing Date Statement”) setting "AUDITED FINANCIAL STATEMENTS"). If Alloy determines that, based upon its review of the Audited Financial Statements, the amount of one or more items set forth in the Working Capital Statement was inaccurate, it shall provide Parent a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth notice describing in reasonable detail all assets such inaccuracies together with supporting documentation therefor (the "NOTICE"). Such Notice shall be provided by Alloy to Parent no later than thirty (30) business days from the receipt of the 2002 Audited Financial Statements from Parent. If no such Notice is provided within such thirty (30) business-day period, the Net Working Capital set forth in the Working Capital Statement ("PRELIMINARY NET WORKING CAPITAL") shall be final and liabilities included therein (including such detail regarding binding on all parties. If the Inventory) for Preliminary Net Working Capital exceeds the determination of Net Working Capital as of December 31, 2002 determined using the close revised amounts (as determined by Alloy in accordance with the Audited Financial Statements) of any of the items set forth in the Working Capital Statement ("AUDITED WORKING CAPITAL") by more than $100,000, then within fifteen (15) business days following the receipt of the Notice, the Sellers shall provide written notice stating whether they dispute the Notice, which notice shall provide a detailed description of such dispute (Eastern Time) a "DISPUTE NOTICE"). If Sellers do not timely deliver a Dispute Notice to Alloy, the determination of the Audited Net Working Capital shall be final and binding on all parties and the Closing Date (Sellers shall promptly pay to Alloy an amount equal to the “Actual amount by which the Preliminary Net Working Capital exceeds Audited Net Working Capital”, less $100,000. If Sellers timely deliver a Dispute Notice to Alloy, Alloy and Sellers will work together to resolve the differences between the Notice and the Dispute Notice for a period of fifteen (15) business days. If at the end of such time, the parties have not resolved such differences, the parties shall mutually agree on an independent public accounting firm (the "INDEPENDENT AUDITOR") within twenty (20) business days of the delivery of the Dispute Notice to review the Working Capital Statement, the Notice and the Dispute Notice (and all related information). The Closing Date Statement Independent Auditor shall determine the Net Working Capital as of December 31, 2002 (the "Independent Net Working Capital") and, if the Preliminary Net Working Capital exceeds the Independent Net Working Capital by more than $100,000, then within five (5) business days following the receipt of the Independent Net Working Capital, the Sellers shall pay to Alloy an amount equal to the amount by which the Preliminary Net Working Capital exceeds the Independent Net Working Capital, less $100,000. The Independent Auditor's determination of the Independent Net Working Capital shall be prepared as final and binding on all parties absent manifest error. The costs of the close of business (Eastern Time) on Independent Auditor shall be borne by the Closing Date in accordance with Exhibit Bparty whose Net Working Capital determination was the farthest from the Independent Net Working Capital, or equally by Alloy and Seller if the Independent Net Working Capital is equidistant between the Net Working Capital determinations of the parties. Notwithstanding the foregoing, in no event shall the Sellers be required to make any payments to Buyer regarding any inaccuracies related to Excluded Assets, Excluded Liabilities or any promotional inventory. Within ten (10) days following the delivery of the Audited Financial Statements to Alloy, Alloy will reimburse Parent for fifty percent (50%) of the fees it paid to the extent not addressed by Exhibit BAuditor for conducting the Audit, GAAP (as in effect as up to a maximum of the Closing Date). Until $20,000, provided that, Parent shall provide reasonable evidence substantiating payment of such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithfees.

Working Capital Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (aas hereinafter defined) On or about is less than $876,741, as reflected on the Most Recent Balance Sheet (but ultimately and as provided in Section 2.3(e), as reflected on the Closing Date Balance Sheet) (but in the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's total current assets, less the Company's total current liabilities, calculated pursuant to GAAP; provided that no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical credit will be given to any inventory of Seller in excess of $958,329. Promptly following the Business as receipt by Purchaser of the Closing Date Balance Sheet, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights "Accountants") to verify the amount of the Physical InventoryClosing Adjusted Working Capital Amount. As The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly as practicable after their determination of such amount and the Physical Inventory (but in Purchaser shall deliver the Accountants' CAWCA Report to the Seller no event later than sixty (60) days after following the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed receipt by Exhibit B, GAAP (as in effect as Purchaser of the Closing Date)Balance Sheet. Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation The determination of the Closing Date Statement Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the accounting proceduresparties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following its receipt of the Accountants' CAWCA Report. The Seller's objection, methodologiesif any, tests and approaches being used in connection therewith.to the Accountants'

Working Capital Adjustment. (a) On or about the Closing Date (but in no event Not more than five (5) business days before or less than three business days prior to the Closing Date), Buyers the Company shall prepare and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory deliver to Purchaser an estimate of the Business consolidated Working Capital (as hereinafter defined) of the Company and its Subsidiaries (the "Estimated Working Capital") as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives which shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth quantify in reasonable detail all assets the items constituting such Working Capital. The Company shall consult with the Purchaser in the preparation of the Estimated Working Capital and liabilities included therein (including such detail regarding shall permit Purchaser to ask questions and make inquiries of the Inventory) for Company with respect thereto; provided, that the determination Company's good faith estimate of Net Working Capital as of the close of business (Eastern Time) on the Closing Date shall be final and binding for purposes of determining Estimated Working Capital. Working capital (the “Actual Net "Working Capital”). The Closing Date Statement ") shall be prepared as equal to the sum of current assets other than purchased loans of the close Company and its Subsidiaries less current liabilities of business (Eastern Time) on the Closing Date Company and its Subsidiaries, in each case determined in accordance with Exhibit GAAP on a consolidated basis, consistently applied with the Financial Statements; provided, that in determining Working Capital, there shall be no duplication of amounts paid or payable that would have the effect of reducing Aggregate Consideration more than once on account of such amounts so paid or payable. Any item that would have been included as a reduction under clause (B, or to ) of the extent definition of Aggregate Consideration but for the fact that an invoice therefor had not addressed by Exhibit B, GAAP (as in effect been received as of the Closing Date). Until such time , shall be included as the calculation a current liability for purposes of the amounts shown on determining Working Capital notwithstanding that an invoice therefor is received after the Closing Date Statement Date. If the Estimated Working Capital is finalless than - $6,134,000, binding and conclusive on then the Parties in accordance with this Section 2.8, Buyers and their accountants Aggregate Consideration shall be permitted to discuss with Sellers and their accountants reduced by the proposed Closing Date Statementamount of such deficiency. If Estimated Working Capital is greater than -$6,134,000, and then the Aggregate Consideration shall be provided copies of, and have reasonable access, at increased by the cost and expense amount of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithsuch difference.

Working Capital Adjustment. (a) On or about The Purchase Price shall be adjusted after the Closing Date if the Net Working Capital (but in no event more than five (5hereinafter defined) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business Company as of the Closing Date is less than Three Hundred Thousand Dollars ($300,000) (the “Physical InventoryMinimum Target Net Working Capital”) or more than Six Hundred Thousand Dollars ($600,000) (the “Maximum Target Net Working Capital”), and Buyers and their representatives in accordance with this Section 1.7. For purposes of this Agreement, “Net Working Capital” shall be allowed full, unconditional observation rights mean the Current Assets of the Physical InventoryCompany minus the Current Liabilities of the Company which constitute Assumed Liabilities, in each case as determined in accordance with Generally Accepted Accounting Principles. As promptly as practicable after For purposes of this Agreement, “Current Assets” means Receivables less reserves and allowances, pre-paid expenses which accrue or will accrue to the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail benefit of Buyer (including, but not limited toto prepaid advertising, supporting schedules setting forth prepaid maintenance and prepaid connectivity), sales commission advances, and vendor and real estate deposits, all determined in reasonable detail all assets accordance with Generally Accepted Accounting Principles, but specifically excluding cash, prepaid insurance, the Signal Hill deposit and the Xx.xxxxx.xxx asset. For purposes of this Agreement, “Current Liabilities” shall mean trade accounts payable, advance xxxxxxxx and customer deposits and other current liabilities included therein on the books and records of the Company, in each case accrued in accordance with Sections 2.15 and 4.1 and in accordance with Generally Accepted Accounting Principles (including such detail regarding other than for advance xxxxxxxx, which shall be calculated in accordance with the Inventory) Company’s past practice), but specifically excluding payroll accruals, obligations to employees for wages, sales commissions, bonuses, benefits, vacations or otherwise, any intercompany liabilities or accounts payable and any accrued interest thereon, any line of credit or other debt borrowings and any accrued interest thereon, and any tax liabilities or accruals and any accrued interest thereon. An example calculation of the determination of Company’s Net Working Capital as of the close of business (Eastern Time) November 30, 2007 is set forth on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith1.7.

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more Not less than five (5) days before Business Days prior to the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP the Company shall conduct a physical inventory furnish to Parent (i) the unaudited consolidated balance sheet of the Business Company (the “Prior Month Balance Sheet”) as of the last day of the most recent calendar month ending more than twenty-five (25) days prior to the Closing Date, (ii) a certification by the chief financial officer of the Company (the “Company CFO”) to the effect that, to the best of such certifying officer’s actual knowledge or awareness, the Prior Month Balance Sheet has been prepared in accordance with GAAP, applied on a consistent basis with prior periods, subject only to the same qualifications as the Company Recent Financial Statements, and (iii) a projected consolidated balance sheet of the Company as of the Closing Date, which shall be prepared from the Prior Month Balance Sheet, taking into account those changes in the amount of each item of Current Assets and Current Liabilities shown on the Prior Month Balance Sheet, and any new items of Current Assets or Current Liabilities, as deemed reasonably necessary by the Company CFO to reflect (A) transactions occurring since the date of the Prior Month Balance Sheet and reasonably expected to occur at or prior to Closing, (B) other items of Current Assets and Current Liabilities reflected in Schedule 5.2, and (C) any obligation required by Section 6.7(d) to be treated as a Current Liability without regard to the term over which such obligations are payable (the “Projected Closing Date Balance Sheet”). Attached as Schedule 5.2 is an agreed template of the spreadsheet that will be used by the Company CFO in preparing the Projected Closing Date Balance Sheet and the adjustments thereto necessary to determine the Estimated Adjusted Working Capital of the Company at and as of the Closing Date. The attached spreadsheet has been completed, using June 30, 2007 as the date of the Prior Month Balance Sheet and September 12, 2007 as the Closing Date, solely for purposes of example. Parent shall have two (2) Business Days after receipt of the above described information to review and comment on the Projected Closing Date Balance Sheet and the proposed adjustments thereto necessary to calculate the Estimated Adjusted Working Capital of the Company at and as of the Closing Date, and the parties shall work together in good faith during such period to ensure that such balance sheet reflects a fair projection of the consolidated financial condition of the Company and the Company Subsidiaries as of the Closing Date determined in accordance with this Section 5.2 and that the adjustments proposed are consistent with the parameters set out in Schedule 5.2. At such time as the Projected Closing Date Balance Sheet has been reviewed by both parties and any agreed changes are made, the Company CFO shall designate the amended (if applicable) Projected Closing Date Balance Sheet as the “Closing Date Balance Sheet.” At the Closing, the Initial Cash Number will be adjusted upward by the amount of the positive, or downward by the amount of the negative, Estimated Adjusted Working Capital of the Company as at the Closing Date (the “Physical InventoryWorking Capital Adjustment”), and Buyers and their representatives . The term “Estimated Adjusted Working Capital” shall be allowed full, unconditional observation rights mean the sum of (y) the sum of the Physical Inventory. As promptly as practicable after Current Assets less the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as sum of the close of business (Eastern Time) Current Liabilities reflected on the Closing Date Balance Sheet, subject to the adjustments described in Schedule 5.2, and (z) the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as amount of the close of business (Eastern Time) Approved Capital Expenditures reflected on the Closing Date in accordance Balance Sheet (with Exhibit Bthe unpaid amount, or if any, of such Approved Capital Expenditure to the extent not addressed by Exhibit B, GAAP (be included as in effect as of the Closing Date). Until such time as the calculation of the amounts shown a current liability on the Closing Date Statement is finalBalance Sheet). The Prior Month Balance Sheet, binding the Projected Closing Date Balance Sheet and conclusive on the Parties Closing Date Balance Sheet shall each be prepared in the same manner and in accordance with this Section 2.85.2, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants including the proposed Closing Date Statementadjustments set forth in Schedule 5.2, and shall be provided copies of, and have reasonable access, at utilizing the cost and expense same standards as the balance sheet included in the Company Recent Financial Statements (other than review by the Company’s independent auditors). For purposes of the Buyers, upon reasonable notice at times during normal business hours tothis Agreement, the work papers terms “Current Assets” and supporting records of Sellers “Current Liabilities” mean the current assets and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning current liabilities, respectively, reasonably described by the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used subheadings under each such term in connection therewithSchedule 5.2.

Working Capital Adjustment. (a) On or about The parties acknowledge that the Closing Date (but in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct Total Parent Share Amount is based upon a physical inventory presumed working capital of the Business Company as of the Closing Date December 31, 1999 equal to (($850,000)) (the “Physical Inventory”"Presumed Company Working Capital"). For purposes of this Section 2.2, and Buyers and their representatives the working capital of the Company shall be allowed fullequal to the Company's consolidated current assets less its consolidated current liabilities plus (i) the amount accrued as a current expense in respect of amounts payable by the Company under the Non-Negotiable Note, unconditional observation rights dated October 1, 1999, of the Physical InventoryCompany and the Stockholders issued to Xxxxxx Xxxxx (the "Xxxxx Note") and (ii) the accrued amount of any Transaction Costs (as defined in Section 10.1 hereof). As promptly The Stockholders agree to work with Alloy and the Company to produce an audited balance sheet as of December 31, 1999 and related audited statements of income and expense for the year ended December 31, 1999 (the "Audited 1999 Financial Statements") as soon as practicable after the Physical Inventory Effective Time. If the Actual Company Working Capital (but as defined below) as of December 31, 1999 is less than the Presumed Company Working Capital, then the Total Parent Share Amount shall be reduced by an amount (the "Working Capital Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the difference between the Presumed Company Working Capital and the Actual Company Working Capital by (B) the Stipulated Price. In addition, if 00xx Xxxxxx or Alloy shall be required to make any expenditures in no event later than sixty excess of $50,000 in connection with the preparation of the Audited 1999 Financial Statements and the audit of the Company's financial statements for the fiscal years ended December 31, 1997 and 1998 (60the "Extraordinary Audit Expenses"), then the Total Parent Share Amount shall be reduced by an amount (the "Audit Expense Adjustment Factor") days equal to the nearest whole number obtained by dividing (A) the amount of the Extraordinary Audit Expenses by (B) the Stipulated Price; provided, that the Stockholders may elect to pay the amount of the Extraordinary Audit Expenses in cash to the extent necessary to preserve the tax free nature of the Merger. The Total Parent Share Amount, as reduced by the Working Capital Adjustment Factor and the Audit Expense Adjustment Factor, if any, together with the Cash Amount, shall be the "Merger Consideration." As soon as practicable after the Closing Date)completion by the Company of the Audited 1999 Financial Statements, Sellers the Company and each of the Stockholders shall prepare and deliver to Buyers Alloy a certificate setting forth the working capital of the Company as of December 31, 1999 (the "Audited Company Working Capital"). In addition, should Alloy claim any adjustment for any Extraordinary Audit Expenses it shall deliver to the Sellers, as soon as practicable after determining the amount thereof, a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the its calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithsuch Extraordinary Audit Expenses.

Working Capital Adjustment. (a) On or about If as of the Closing Date Effective Time (x) the sum of (i) accounts receivable that are included in the Transferred Assets (net of allowances), (ii) inventory that is included in the Transferred Assets and (iii) prepaid expenses and security deposits that are included in the Transferred Assets (but specifically excluding the prepaid expenses and security deposits set forth in no event more than five Section 2.2(q)) minus (5y) days before the Closing Date), Buyers sum of (i) post-petition accounts payable relating to the Business (as reduced by all released checks which have not been paid) and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory (ii) the obligations relating to Employees of the Business as described in Section 6.3, (iii) salaries, wages and commissions of Employees of the Closing Date Business, (iv) obligations with respect to customer CO-OP advertising to the extent such obligations relate to the Business (v) obligations to Employees of the Business with respect to Christmas gifts, (vi) obligations with respect to customer rebates to the extent such rebates relate to the Business, and (vii) a current portion of capital leases constituting Assumed Contracts (the “Physical Inventory”foregoing calculation referred to as "WORKING CAPITAL") exceeds $12,593,495 ("TARGET WORKING CAPITAL"), and Buyers and their representatives the Cash Portion of the Purchase Price shall be allowed full, unconditional observation rights increased dollar for dollar by the amount of such excess. If the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on Effective Time is less than the Closing Date (the “Actual Net Target Working Capital”), the Cash Portion of the Purchase Price shall be reduced dollar for dollar by the amount of such deficiency. The Closing Date Statement foregoing adjustment to the Cash Portion of the Purchase Price shall be prepared referred to as the "WORKING CAPITAL ADJUSTMENT." For the avoidance of doubt, the parties hereto agree that Transfer Taxes that are the subject of Section 10.6 hereof, all intercompany payables and Intercompany Receivables, and all assets and liabilities to be prorated pursuant to Section 10.10 shall be excluded from the computation of Working Capital. In addition, the obligations set forth in Section 2.3(b), workers compensation claims and health insurance claims shall be excluded from the computation of working capital. A sample Working Capital calculation is attached hereto as EXHIBIT C. The calculation of Working Capital as of the close of business Effective Time (Eastern Timethe "CLOSING DATE WORKING CAPITAL") on the Closing Date shall be done in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (past practices of Seller as in effect as of the Closing Date). Until such time as the calculation of the amounts shown identified on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, EXHIBIT C and shall be provided copies of, applied on a consistent basis throughout the periods identified and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning consistent with the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithFinancial Statements.

Working Capital Adjustment. (a) On or about Seller has delivered an unaudited balance sheet for the Closing Date NAC Business, dated as of 12/31/96 (the "Baseline Balance Sheet"). The Baseline Balance Sheet indicates a working capital amount of $3.031 million 4 -4- ($3,031,000.00). ("Working Capital," for purposes of this Agreement, shall mean the amount of Current Assets - accounts receivable, inventory, prepaid expenses and other current assets not including any cash, and excluding fixed assets - minus the amount of Current Liabilities - accounts payable, accruals, and other current liabilities, but excluding long term debt due in no event more greater than five (5one year.) days before As soon as an audit is completed by Arthxx Xxxexxxx XXX., Seller shall deliver to Buyer an audited balance sheet for the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the NAC Business as of the Closing Date 12/31/96 (the “Physical Inventory”"Audited Baseline Balance Sheet"), and Buyers and their representatives shall be allowed full, unconditional observation rights which will contain an audited working capital amount (the "Baseline Working Capital Amount"). Within fifteen (15) days of the Physical Inventory. As promptly as practicable after Closing, the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall Seller will prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculationBuyer, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding using the Inventory) same accounting standards as were used for the determination of Net Audited Baseline Balance Sheet, a final closing balance sheet ("Final Closing Balance Sheet,") including a Final Closing Working Capital amount, updating and, if appropriate, adjusting the Audited Baseline Balance Sheet. When the Seller delivers the Final Closing Balance Sheet, the Seller shall also deliver to the Buyer a certificate of the President and Treasurer of the Seller certifying (i) that the Final Closing Balance Sheet (A) was prepared in accordance with generally accepted accounting principles applied on a basis consistent with the Audited Baseline Balance Sheet (subject to the absence of footnotes and to year-end audit adjustments) and (B) fairly presents in all material respects as of the close date thereof, the financial condition of business the NAC Business and (Eastern Timeii) on the Closing Date (the “Actual Net Final Working Capital”)Capital amount. The parties agree that, immediately following the Closing, they will make available, on a full time basis, the personnel who had previously been part of the Seller's Finance and Accounting Department (whether they now work for Buyer or Seller) to create the Final Closing Date Statement Balance Sheet, under the supervision of the Seller. The Final Closing Working Capital amount will be changed from the Audited Baseline Working Capital amount by virtue of the conduct of the NAC Business between 12/31/96 and the Closing. determination of the more accurate Final Closing Working Capital amount as set forth in the Accountant's Determination shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on upon the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithparties hereto.

Working Capital Adjustment. (a) On or about The Purchase Price, specifically, will be adjusted to the extent that the total of current assets reflected on the Seller’s balance sheet at the Closing exceed the trade payables and accrued expenses assumed by Buyer at the Closing Date by $500,000 (but in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Adjusted Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working CapitalTest”). The Closing Date Statement For purposes of calculating the Adjusted Net Working Capital Test, balance sheet items shall be prepared as of the close of business (Eastern Time) on the Closing Date determined in accordance with Exhibit BU.S. GAAP consistently applied. Also for purposes of calculating the Adjusted Net Working Capital Test, or the calculation of accounts payable and accrued expenses shall (1) not include: any expenses related to the extent not addressed by Exhibit B, GAAP Transaction; (2) include liabilities related to the purchase of goods and services in the ordinary course of business; and (3) exclude all liabilities classified as in effect as of the Closing Date)debt obligations (whether long or short term) and any shareholder obligations. Until such time as The Buyer and Seller shall agree the calculation of the amounts shown Adjusted Net Working Capital Test at Closing and agree any necessary Purchase Price adjustments and shall attach such calculation to this Agreement as Schedule 1.4. At Closing, in the event that the Adjusted Net Working Capital exceeds $500,000 then the cash included in current assets would be excluded to the extent necessary to reduce the differential to $500,000. If the cash balance is zero and the Adjusted Net Working Capital Test still exceeds $500,000, any consequent difference would be added to the consideration to be paid pursuant to Section 1.3(a)(ii). In the event the Adjusted Net Working Capital Test results in a number less than $500,000, such shortfall would be deducted from the consideration to be paid pursuant to Section 1.3(a)(ii). During the 30-day period following closing, both Buyer and Seller shall be permitted to review the working papers and other underlying information utilized in the calculation of the Adjusted Net Working Capital Test to confirm the accuracy of the Adjusted Working Capital Test. The calculations shall become final and binding on both Buyer and Seller on the 30th day after the Closing Date Statement is final, binding unless either party gives the other written notice of disagreement with respect to the calculation prior to such date (a “Notice of Disagreement”). Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and conclusive (ii) only include disagreements based on the Parties mathematical errors or based on Adjusted Net Working Capital Test not being calculated in accordance with this Section 2.81.4(c). If a Notice of Disagreement with respect to the Adjusted Net Working Capital Test is received in a timely manner, Buyers then the calculation of the Adjusted Net Working Capital Test (as revised in accordance with this sentence) shall become final and their accountants binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters specified in the Notice of Disagreement are finally resolved in writing by the Accounting Firm (as hereinafter defined). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period auditors shall have access to the working papers and all other relevant information of the other party prepared in connection with the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. The Accounting Firm shall be permitted Habif, Arogeti & Wxxxx or, if such firm is unable or unwilling to discuss with Sellers and their accountants the proposed Closing Date Statementact, and such other nationally recognized independent public accounting firm as shall be provided copies of, and have reasonable access, at agreed upon by the cost and expense parties hereto in writing. The Accounting Firm shall be instructed to render its determination of all matters submitted to it within 30 days following submission. Judgment may be entered upon the determination of the Buyers, upon reasonable notice at times during normal business hours to, Accounting Firm in any court having jurisdiction over the work papers party against which such determination is to be enforced. The fees and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation expenses of the Closing Date Statement Accounting Firm incurred pursuant to this Section 1.4(c) shall be borne 50% by Seller and the accounting procedures, methodologies, tests and approaches being used in connection therewith50% by Buyer.

Working Capital Adjustment. (a) On or about The parties hereto acknowledge that (i) the Closing Date (but HWCES Consideration has been based in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct part on HWCES having a physical inventory of the Business minimum Working Capital as of the Closing Date equal to $1.3 million (the “Physical InventoryHWCES Working Capital Minimum”), and Buyers and their representatives shall be allowed full, unconditional observation rights of (ii) the Physical Inventory. As promptly as practicable after the Physical Inventory (but HWC Limited Consideration has been based in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers part on HWC Limited having a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net minimum Working Capital as of the close Closing Date equal to $1.2 million (the “HWC Limited Working Capital Minimum”) and (iii) the HWC LLC Consideration has been based in part on HWC LLC having a minimum Working Capital as of business (Eastern Time) on the Closing Date equal to $2.2 million (the “Actual Net HWC LLC Working CapitalCapital Minimum”). The Closing Date Statement shall be prepared as Accordingly, for the purpose of confirming each of the close of business (Eastern Time) on HWCES Working Capital Minimum, the Closing Date in accordance with Exhibit B, or to HWC Limited Working Capital Minimum and the extent not addressed by Exhibit B, GAAP (as in effect HWC LLC Working Capital Minimum as of the Closing Date). Until such time as the calculation , Parent shall prepare, or cause to be prepared, consolidated balance sheets of each of the amounts shown on Target Subsidiaries as of the Closing Date, which balance sheets will be prepared in accordance with generally accepted accounting principles (“GAAP”) consistent with Seller’s past practices; provided, however, that even if inconsistent with GAAP, the balance sheets shall not take into account (x) the transactions contemplated herein, except for any legal, accounting, banking and other transaction expenses incurred by the Target Subsidiaries relating to the transactions contemplated herein through the Closing Date Statement is finaland that are outstanding as of the Closing Date, binding and conclusive which shall be reflected in such balance sheets as current liabilities or (y) the receipt of any payment in current assets on the Parties account of a Casualty Insurance Payment. The balance sheets prepared in accordance with this Section 2.8, Buyers and their accountants shall be permitted the foregoing are referred to discuss with Sellers and their accountants individually as the proposed “HWCES Closing Date Statement, and shall be provided copies of, and have reasonable access, at Balance Sheet,” the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the “HWC Limited Closing Date Statement Balance Sheet” and the accounting procedures, methodologies, tests “HWC LLC Closing Date Balance Sheet” (as appropriate) and approaches being used in connection therewithcollectively as the “Closing Date Balance Sheets.”

Working Capital Adjustment. (a) On or about At least three (3) Business Days prior to the Closing Date (but in no event more than five (5) days before Closing, the Company shall deliver to Parent an estimated balance sheet of the Company as of 11:59 p.m. pacific time on the Closing Date), Buyers in form and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date substance reasonably satisfactory to Parent (the “Physical InventoryEstimated Closing Balance Sheet”)) and a statement, and Buyers and their representatives shall be allowed full, unconditional observation rights certified by the Chief Financial Officer of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement Company (the “Closing Date Working Capital Statement”) ), setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for Company’s good faith estimate of the determination of Net Closing Working Capital as of the close of business (Eastern Time) on the Closing Date (such estimate, the “Actual Net Estimated Closing Working Capital”), together with a reasonably detailed explanation of the calculation thereof and the Estimated Closing Working Capital Adjustment Amount. Prior to the Closing, the Company and Parent shall discuss any objections of Parent to the Estimated Closing Balance Sheet and the Closing Working Capital Statement in good faith, it being understood that in the event of any disagreement, the Company’s determination of the Estimated Closing Working Capital and the Estimated Closing Working Capital Adjustment Amount shall be used for purposes of determining the Closing Merger Consideration payable at Closing. The Estimated Closing Date Balance Sheet and the Closing Working Capital Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with GAAP, consistent with the line items set forth in Exhibit BD (as applicable) and, or to the extent not addressed by consistent with GAAP and Exhibit BD, GAAP (as in effect as using the same accounting principles, practices, methodologies and policies, including the use of the Closing Date). Until such time as the calculation of the amounts shown same line items and line item entries, set forth on the Closing Date Statement is final, binding and conclusive on the Parties used in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement Company Financial Statements. The principles, practices, methodologies and policies determined in accordance with the accounting procedures, methodologies, tests and approaches being used in connection therewithimmediately preceding sentence are referred to herein as the “Transaction Accounting Principles”.

Working Capital Adjustment. (a) On or about The amount of the cash payment to be made by Buyer for the Assets at the Closing Date is premised upon Seller delivering to Buyer at least Three Million One Hundred Thousand Dollars (but $3,100,000) of working capital determined in no event more accordance with generally accepted accounting principles ("GAAP") consistently applied (except as separately agreed in writing by the parties), at the Closing (such amount being the "Minimum Working Capital"). No later than five two (52) business days before prior to the Closing Date, Seller shall advise Buyer and Nextera of its estimate of working capital to be delivered at the Closing (the "Estimated Working Capital"). Without limiting other rights that Buyer and Nextera may have under this Agreement, Buyers if the Estimated Working Capital is less than the Minimum Working Capital, the cash payment to Seller for the Assets at the Closing shall be reduced by the amount of such shortfall. Seller shall retain from the Purchase Price, and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxxnot distribute to its General Partner or Limited Partner, LLP the sum of Three Hundred Thousand Dollars ($300,000) (the "Working Capital Retention") until such time as the Closing Working Capital (as defined below) has been determined and reconciled pursuant to this Section 2.5. Within thirty (30) days following the Closing, Seller shall conduct a physical inventory of determine the Business actual working capital as of the Closing Date (the “Physical Inventory”)"Closing Working Capital") and promptly notify Buyer of such amount. If the Closing Working Capital is less than the Estimated Working Capital, and Buyers and their representatives would have resulted in a reduced or further reduced cash payment, as applicable, to Seller for the Assets at the Closing, Seller shall be allowed full, unconditional observation rights of promptly pay to Buyer the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement difference (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net "Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”Adjustment"). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.

Working Capital Adjustment. (a) On or about Not less than 5 days prior to the Closing Date (but in no event more than five (5) days before the estimated Closing Date), Buyers HSCC and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP the Company shall conduct a physical inventory have agreed upon an unaudited estimated consolidated balance sheet of the Business Company as of the Closing Date (the “Physical InventoryEstimated Closing Balance Sheet”), and Buyers and their representatives . The Estimated Closing Balance Sheet shall be allowed full, unconditional observation rights prepared in a manner consistent with the audited balance sheet for the Most Recent Fiscal Year End and shall reflect a good faith estimate of the Physical Inventory. As promptly as practicable after Company’s (1) consolidated balance sheet and (ii) the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital Current Ratio as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Estimated Working Capital”). The Closing Date Statement shall be prepared as In the event the Current Ratio of the close of business (Eastern Time) Companies as reflected on the Estimated Closing Date Balance Sheet is greater or less than 1.2, the Purchase Price will be adjusted up or down on a dollar for dollar basis (collectively the “Working Capital Adjustment”) provided there has been no Material Change in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect Company’s stockholder equity as of the Closing Date)Date below the Stockholders’ Equity Threshold. Until such time Such Working Capital Adjustment to the Principal Stockholders will be effected following the receipt by the Company of its audited consolidated financial statements from its independent auditors for the twelve (12) months ended June 30, 2008 (the “2008 Audit”) and after giving effect to any adjustments to the Company's balance sheet as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement contained therein. Any upward adjustment in Merger Consideration by reason of this Section 2.7(b) will be reflected in the form of an additional cash payment from the Company within fifteen (15) days of the delivery of the 2008 Audit; any downward adjustment in Merger Consideration by reason of this Section 2.7(b) will be debited against and limited to the accounting proceduresHeld Back Shares, methodologies, tests and approaches being used in connection therewithwhich for purposes of any such adjustments will be valued at $6.00 per share.

Working Capital Adjustment. (a) On or about The amount of the cash payment to be made by Buyer for the Assets at the Closing Date is premised upon Seller delivering to Buyer at least Five Hundred Fifty Thousand Dollars (but $550,000) of working capital of which Four Hundred Thousand Dollars ($400,000) shall be cash, determined in no event more accordance with generally accepted accounting principles, at the Closing, (such amount being the "Minimum Working Capital"). No later than five two (52) business days before prior to the Closing Date), Buyers Seller shall advise Buyer and Sellers agree Nextera of its estimate of working capital to be delivered at the Closing. Without limiting other rights that Sellers’ representatives from McGladrey & XxxxxxBuyer and Nextera may have under this Agreement, LLP if the amount so estimated is less than the Minimum Working Capital, the cash payment to Seller for the Assets at the Closing shall conduct a physical inventory be reduced by the amount of such shortfall. If the Business amount so estimated is greater than the Minimum Working Capital, the cash payment to Seller for the Assets at the Closing shall be increased by the amount of such surplus. Within thirty (30) days following the Closing, Seller shall determine the actual working capital as of the Closing Date (the “Physical Inventory”)"Closing Working Capital") and promptly notify Buyer of such amount. If the Closing Working Capital is less than the estimated working capital as described in the preceding paragraph, and Buyers would have resulted in a reduced cash payment to Seller for the Assets at the Closing, Seller and their representatives the Shareholders shall be allowed full, unconditional observation rights pay to Buyer the amount of the Physical Inventorysuch shortfall in cash. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after If the Closing Date)Working Capital is greater than the estimated working capital as described in the preceding paragraph, Sellers shall prepare and deliver would have resulted in an increased cash payment to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) Seller for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, Assets at the cost and expense Closing, Buyer shall pay to Seller the amount of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used such surplus in connection therewithcash.

Working Capital Adjustment. The Drape Business Purchase Price shall be increased by the amount that Seller's Working Capital (aas defined below) On or about transferred to Purchaser on the Clean-Op Closing Date (but in no event more than five (5) days before and the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Drape Business as of the Closing Date (the “Physical Inventory”"Closing Working Capital") is more than $9.0 million (the "December Working Capital") or decreased by the amount that the Closing Working Capital is less than the December Working Capital, provided, that there shall be no reduction in purchase price for the first $500,000 of reduction in the Closing Working Capital as compared to the December Working Capital. As used herein, the term "Working Capital" means the sum of the current assets of Seller (to the extent such current assets are included in the Purchased Assets and are acquired by Purchaser at either of the Closings) minus the sum of the Accounts Payables of Seller (to the extent that such Accounts Payable are included in the Assumed Liabilities (defined in Section 2.2 below)) as determined in accordance with generally accepted accounting principles ("GAAP"). For purposes of determining the Working Capital, (i) the Accounts Receivable shall be that which arose in the ordinary course to creditworthy customers and shall not be more than 90 days past due in accordance with their terms, (ii) the inventory shall be that which is currently salable or usable in production and shall not exceed 12 months' usage or sales, (iii) in determining twelve months' usage or sales, the parties will take into consideration calendar year 2000 actual usage and sales as adjusted for any reasonably verifiable forecasted increase in sales for the year 2001 or reasonably expected sales for any new inventory not sold in the year 2000, and Buyers and their representatives (iv) for purposes of determining the market value of finished goods, there shall be allowed fulla 15% assumed disposal cost applied to the applicable selling price of inventory. At least one business day prior to the Drape Business Closing Date, unconditional observation rights Purchaser shall provide to Seller a good faith estimate and report of Purchaser's tentative calculation of the Physical InventoryClosing Working Capital and the Drape Business Cash Payment shall be increased or decreased based on such tentative amount of the Closing Working Capital. As promptly as practicable after Within 30 business days following the Physical Inventory (but Drape Business Closing Date, the Closing Working Capital shall be reported in no reasonable detail by Purchaser to Seller. In the event later than sixty (60) Seller disagrees with Purchaser's determination of the Closing Working Capital, then Seller shall notify Purchaser in writing within 10 business days after receipt of Purchaser's calculation of the Closing Date)Working Capital, Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including the basis for such detail regarding the Inventory) for dispute. If Seller does not provide such notice within such 10 business day period, then the determination of Net the Closing Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on upon the Parties parties hereto. If Seller does provide such notice, Purchaser and Seller shall attempt in accordance good faith to reconcile their differences and any resolution by them as to any disputed amount shall be final, binding and conclusive upon each of the parties hereto. If Purchaser and Seller fail to reach a resolution within 10 business days after Seller's receipt of Purchaser's written notice of dispute, Purchaser and Seller shall submit the items remaining for resolution to KPMG Peat Marwick, LLP ("KPMG"), Jackson, Mississippi, or such other national accounting firm as may be agreed upon by Purchaser and Seller (the "Independent Accounting Firm"), which shall within 30 business days of submission resolve and report to Seller and Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive upon each of the parties hereto. Purchaser and Seller agree that the party which claims the greatest variance in the Closing Working Capital from that finally determined by the Independent Accounting Firm shall be responsible for the fees and disbursements of the Independent Accounting Firm in connection with the resolution of such dispute. Seller or Purchaser, as the case may be, shall pay the applicable amount due under this Section 2.8in immediately available funds within 5 business days following its determination by the parties or the Independent Accounting Firm. Notwithstanding anything to the contrary contained in this Section 2.1(c), Buyers and their accountants the first $341,000 of any purchase price reduction due to the Working Capital adjustment contemplated by this subsection shall be permitted to discuss with Sellers and their accountants effected by set off against the proposed Closing Date Statement, and Note for which purposes in the face amount of the Note shall be provided copies of, and have reasonable access, at decreased by the cost and expense undiscounted value of such purchase price reduction using the Buyers, upon reasonable notice at times during normal business hours to, "Discount Rate" specified in the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithNote.

Working Capital Adjustment. The Purchase Price shall be subject to adjustment to the extent that Current Assets (aas defined herein) On or about Current Liabilities Assumed (as defined herein) materially differ from the Closing Date (but amounts customarily arising in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory ordinary course of business of the Business Company as of December 1, 1997. The term "Current Assets" shall mean pettx xxxh, accounts receivable, prepaid expenses, inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, the Closing Date (the “Physical Inventory”), current portion of capital leases and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”prepaid income taxes). The Closing Date Statement term "Current Liabilities Assumed" shall mean the balances (on an accrual basis) as of December 1, 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Purchase Price shall be prepared as increased or reduced to reflect the difference (on a dollar for dollar basis) between the Current Assets and Current Liabilities and the customary amounts referred to hereinabove; in the case of an increase in the close Purchase Price, such adjustment shall be settled in cash or Vision 21 common stock (at the option of business (Eastern Time) on the Closing Date in accordance with Exhibit BVision 21), or in the case of a reduction in the Purchase Price, such adjustment shall be settled by a set-off from monies due the Seller pursuant to the Business Management Agreement described in Section 2.2 of this Agreement. The parties also agree that to the extent not addressed the adjustments materially impact the goodwill created by Exhibit Bthe transaction, GAAP there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income; in the case of an increase in the Purchase Price, such adjustment shall be settled in cash or Vision 21 common stock (as at the option of Vision 21), or in effect as the case of a reduction in the Purchase Price, such adjustment shall be settled by a set-off from monies due the Seller pursuant to the Business Management Agreement. The parties acknowledge and agree that Seller has recently put into place a new computer billing system which has delayed the collection of Seller's accounts receivable and such increased amount of accounts receivable (and the current portion of the Closing Date). Until such time as indebtedness with respect to the calculation line of credit with Bank One of Arizona entered into in connection with the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties delayed collection of accounts receivable) shall not be taken into account in accordance with calculating any working capital adjustment contemplated in this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith1.7(a).

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more No later than five (5) days three Business Days before the Closing Date, the Company shall, and Seller shall cause the Company to, deliver to Buyer (i) a good faith estimate of the consolidated balance sheet for the Company and its Subsidiaries as of 11:59 p.m. on the last day of the fiscal month that ended at least five Business Days before the Closing Date and prepared in accordance with GAAP consistently applied with the Year End Balance Sheet (the "CLOSING BALANCE SHEET"), Buyers (ii) a good faith estimate of Working Capital based on the Closing Balance Sheet and Sellers agree using the methodology set forth on Exhibit F, provided that Sellers’ representatives from McGladrey & Xxxxxx, LLP the Company shall conduct a physical inventory of adjust such estimates as reasonably agreed by Buyer and Seller to account for expected changes in Working Capital between the Business as date of the Closing Balance Sheet and the Closing Date that are not properly included or excluded therefrom (the “Physical Inventory”"ESTIMATED WORKING CAPITAL"), and Buyers and their representatives shall be allowed full, unconditional observation rights (iii) a certificate of the Physical Inventory. As promptly as practicable after chief executive officer and the Physical Inventory (but in no event later than sixty (60) days after chief financial officer of the Company certifying that the Estimated Working Capital and the Closing DateBalance Sheet have been estimated and calculated in accordance with this Agreement. If the Estimated Working Capital less the Target Working Capital is a positive number (a "POSITIVE ESTIMATED WORKING CAPITAL AMOUNT"), Sellers shall prepare and deliver to Buyers a statement (then the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) Purchase Price payable by Buyer on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of increased by an amount equal to the close of business Positive Estimated Working Capital Amount. If the Estimated Working Capital less the Target Working Capital is a negative number (Eastern Time) a "NEGATIVE ESTIMATED WORKING CAPITAL AMOUNT"), then the Purchase Price payable by Buyer on the Closing Date in accordance with Exhibit B, or shall be decreased by an amount equal to the extent not addressed by Exhibit B, GAAP (as in effect as absolute value of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewithNegative Estimated Working Capital Amount.

Working Capital Adjustment. In the event the Adjusted Working Capital (a) On or about the Closing Date (but in no event more than five (5) days before the Closing Dateas said term is defined below), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxxon an aggregate basis, LLP shall conduct a physical inventory of the Business Acquired Company and the Sellers with respect to the Facilities (excluding the Houma Facility), calculated as of the Closing Date (the “Physical Inventory”"CLOSING DATE ADJUSTED WORKING CAPITAL"), shall equal or exceed the Adjusted Working Capital of the Acquired Company and Buyers the Sellers with respect to the Facilities (excluding the Houma Facility), on an aggregate basis, calculated as of March 31, 1998, a schedule of which is attached hereto as EXHIBIT 2.6-1 (the "BASE ADJUSTED WORKING CAPITAL") or in the event the Base Adjusted Working Capital shall exceed the Closing Date Adjusted Working Capital by an amount not greater than $200,000, then no adjustment to the Purchase Price will be made pursuant to this Section 2.6. For purposes hereof, the term "ADJUSTED WORKING CAPITAL" shall mean (i) the sum of (A) the current assets (net of any reserves therefor) of the Acquired Company and their representatives (B) the current assets (net of any reserves therefor) of the Sellers which are of a type to be included in the Assets minus (ii) the sum of (A) the current liabilities of the Acquired Company and (B) the current liabilities of the Sellers which are of a type to be included in the Assumed Liabilities. The Adjusted Working Capital shall be allowed fulldetermined in accordance with generally accepted accounting principles consistently applied, unconditional observation rights shall be determined employing the same methodology with respect to bad debt reserves and Medicare/Medicaid contractual reserves as that employed in preparing the Financial Statements and shall be calculated and prepared in a manner consistent with, including the assumptions, process and procedures described in, EXHIBIT 2.6-2 and otherwise in a manner consistent with the Financial Statements. Within fourteen (14) days of the Physical Inventory. As promptly as practicable after date hereof, the Physical Inventory (but in no event later than sixty (60) days after Sellers and the Closing Date)Shareholder shall calculate, Sellers shall prepare and deliver to Buyers the Purchaser a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding of the Inventory) for the determination of Net Adjusted Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit BApril 30, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement1998, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.within forty-five

Working Capital Adjustment. (a) On or about Seller has delivered an unaudited balance sheet for the Closing Date NAC Business, dated as of 12/31/96 (the "Baseline Balance Sheet"). The Baseline Balance Sheet indicates a working capital amount of $3.031 million ($3,031,000.00). ("Working Capital," for purposes of this Agreement, shall mean the amount of Current Assets - accounts receivable, inventory, prepaid expenses and other current assets not including any cash, and excluding fixed assets - minus the amount of Current Liabilities - accounts payable, accruals, and other current liabilities, but excluding long term debt due in no event more greater than five (5one year.) days before As soon as an audit is completed by Arthxx Xxxexxxx XXX., Seller shall deliver to Buyer an audited balance sheet for the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the NAC Business as of the Closing Date 12/31/96 (the “Physical Inventory”"Audited Baseline Balance Sheet"), and Buyers and their representatives shall be allowed full, unconditional observation rights which will contain an audited working capital amount (the "Baseline Working Capital Amount"). Within fifteen (15) days of the Physical Inventory. As promptly as practicable after Closing, the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall Seller will prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculationBuyer, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding using the Inventory) same accounting standards as were used for the determination of Net Audited Baseline Balance Sheet, a final closing balance sheet ("Final Closing Balance Sheet,") including a Final Closing Working Capital as amount, updating and, if appropriate, adjusting the Audited Baseline Balance Sheet. When the Seller delivers the Final Closing Balance Sheet, the Seller shall also deliver to the Buyer a certificate of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as President and Treasurer of the close of business Seller certifying (Eastern Timei) on that the Final Closing Date Balance Sheet (A) was prepared in accordance with Exhibit B, or generally accepted accounting principles applied on a basis consistent with the Audited Baseline Balance Sheet (subject to the extent not addressed by Exhibit absence of footnotes and to year-end audit adjustments) and (B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical InventoryPREPARATION OF WORKING CAPITAL STATEMENT. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after following the Closing Date), Sellers the Purchaser shall prepare and deliver to Buyers a statement (the “Closing Date Statement”"FINAL NET WORKING CAPITAL STATEMENT") setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for computation of the determination of Final Net Working Capital as of the close of business (Eastern Time) on the Closing Date (or such other date mutually agreed upon by the “Actual Net Working Capital”parties). The Closing Date Statement , which statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit Bgenerally accepted accounting principles ("GAAP") consistently applied with the Financial Statements and the methods used in calculating the Net Working Capital Target (it being understood, or however, that in the event of any conflict, GAAP shall control). For purposes of preparing the Final Net Working Capital Statement, "FINAL NET WORKING CAPITAL" shall mean the total consolidated current assets of the Company MINUS the total consolidated current liabilities of the Company (including in current assets accounts receivable, unbilled receivables, inventory and prepaid expenses, and excluding from current assets all cash and cash equivalents, all amounts loaned to the extent Shareholders, all split-dollar insurance policies and any assets the benefit of which will not addressed be realized by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date StatementCompany post-closing, and shall be provided copies ofincluding in current liabilities accounts payable and accrued expenses (including any potential post-closing cash costs for restructuring or taxes, $7,500 for remediation and abatement of regulated asbestos containing material in the Company's facilities, and have reasonable accessthe amount required (not to exceed $8,000) to construct the resin spillage containment system in a manner required by law and to obtain the requisite permit, at the cost if any), and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers excluding from current liabilities non-cash reserves for restructuring and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement purchase accounting and the accounting procedures, methodologies, tests current portions of Funded Indebtedness and approaches being used in connection therewithCapital Lease Obligations).

Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before Prior to the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP the Company shall conduct a physical inventory in good faith prepare an estimated balance sheet of the Business Company as of the Closing Date (the “Physical InventoryEstimated Closing Date Balance Sheet”). The Estimated Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied, and otherwise consistent with the methodology described in Schedule 1.11 attached hereto and shall reflect, among other things, (i) the excess, if any, of (x) the total transaction costs payable and a good faith estimate of unbilled amounts over (y) the amount of all unpaid fees and expenses of the Company payable in connection with the negotiation, preparation and consummation of the transactions contemplated by this Agreement (the “Transactions”), and Buyers and their representatives which excess shall be allowed full, unconditional observation rights shown as a Current Liability (as defined below) for the purposes of the Physical Inventorythis Section 1.11. As promptly as practicable after the Physical Inventory (but in no event Not later than sixty five (605) business days after prior to the Closing Date), Sellers the Company shall prepare and deliver to Buyers a statement Parent the Estimated Closing Date Balance Sheet, together with worksheets and data that support the Estimated Closing Date Balance Sheet and any other information that Parent may reasonably request in order to verify the amounts reflected on the Estimated Closing Date Balance Sheet. The Merger Consideration shall be adjusted, as provided in Sections 1.7 and 1.8 hereof, dollar for dollar, up or down, as appropriate, to the extent that the Working Capital (as defined below) set forth on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date StatementWorking Capital”) setting forth a calculation, with reasonable supporting written documentation detail is Seventy Five Thousand Dollars (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein $75,000) more or less than Five Hundred Sixty Seven Thousand Eight Hundred Twenty Eight Dollars (including such detail regarding the Inventory$567,828) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Base Working Capital”). The Closing Date Statement shall be prepared , as of applicable, with such difference being the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith“Estimated Working Capital Adjustment Amount”.

Working Capital Adjustment. (a) On or about the Closing Date Within thirty (but in no event more than five (530) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) business days after the Closing Date)Closing, Sellers Purchaser shall prepare and deliver to Buyers Sellers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect Designated Entities as of the Closing Date. The Closing Statement shall be prepared by Purchaser in good faith on a basis consistent in all material respects with the methods, principles, practices and policies employed in the preparation and presentation of the balance sheets of the respective Designated Entities as of December 31, 2000 (the “December Statement”), and in accordance with GAAP consistently applied (without regard to consummation of the transactions contemplated by this Agreement). Until (b) After receipt of the Closing Statement, Bridge (including its advisors), shall have ten (10) business days to review it together with the work papers used in the preparation thereof. Unless Bridge delivers written notice to Purchaser on or prior to the tenth business day after Bridge’s receipt of the Closing Statement stating that it has objections thereto, Sellers shall be deemed to have accepted and agreed to the Closing Statement. If, however, Bridge notifies Purchaser of objections to the Closing Statement on or prior to the tenth business day after Bridge’s receipt of the Closing Statement, the Parties shall in good faith attempt to resolve their differences with respect to such time objections within ten (10) business days (or such longer period as the calculation of Parties may agree in writing) following such notice (the “Resolution Period”), and any resolution by them as to any disputed amounts shown on the Closing Date Statement is shall be final, binding and conclusive on conclusive. In so doing, the Parties (sharing any fees and expenses equally) may engage Xxxxxx Xxxxxxxx LLP or another mutually agreed upon independent accounting firm experienced in audit projects to assist such resolution by acting as a non-binding mediator. Sellers shall not object to any method, principle, practice or policy employed in the preparation of the Closing Statement if such method, principle, practice or policy is consistent in all material respects with that employed in the preparation and presentation of the December Statement (provided that such method, principle, practice or policy is also in accordance with GAAP). 4 (c) Amounts relating to any working capital and other accounts set forth in the Closing Statement remaining in dispute at the conclusion of the Resolution Period shall be promptly submitted to the Bankruptcy Court for determination. (d) Once the Closing Statement has been finalized in accordance with this Section 2.82.3 (as so finalized, Buyers and their accountants the “Final Closing Statement”), the Purchase Price shall be permitted to discuss with Sellers and their accountants adjusted as follows: the proposed Closing Date Statement, and Purchase Price shall be provided copies of(i) increased by the amount, if any, by which the Net Working Capital is greater than $0, or (ii) decreased by the amount, if any, by which the Net Working Capital is less than $0. (e) If the Purchase Price as adjusted pursuant to Section 2.3(d) is less than the Purchase Price paid at Closing, Sellers, jointly and have reasonable accessseverally, shall promptly pay Purchaser an amount of cash equal to the difference obtained by subtracting the Purchase Price as adjusted pursuant to Section 2.3(d) from the Purchase Price paid at Closing. If the cost and expense Purchase Price as adjusted pursuant to Section 2.3(d) is greater than the Purchase Price paid at Closing, Purchaser shall promptly pay Sellers an amount of cash equal to the Buyers, upon reasonable notice difference obtained by subtracting the Purchase Price paid at times during normal business hours to, Closing from the work papers and supporting records of Sellers and their Affiliates and their respective accountants so Purchase Price as adjusted pursuant to allow Buyers and their accountants to become fully informed concerning Section 2.3(d). (f) During the preparation of the Closing Date Statement and the accounting proceduresperiod of any review or dispute within the contemplation of this Section 2.3, methodologieseach of Sellers and Purchaser shall (i) provide the other and their authorized representatives (including their respective auditors) with reasonable access at reasonable times, tests and approaches being used in connection therewith.a manner so as not to interfere in any material respect with normal business operations, to all relevant books, records, work papers, information and employees, and (ii) cooperate fully for the preparation, calculation and reviews of the Closing Statement or for the resolution of any dispute relating thereto. 2.4

Working Capital Adjustment. (a) On or about the day prior to the Closing Date Date, or such other time prior to Closing mutually agreed to by Buyer and the Sellers, Buyer and the Sellers shall conduct and agree upon a physical count of the Inventory, to be used in preparing the Closing Net Working Capital Statement, as defined below. Quantities of Inventory at outside suppliers, agents and consignees (but if any) shall, at the option of either Buyer or the Sellers, be physically counted and/or confirmed and reconciled with the books and records of the Sellers. Quantities of liquid Inventory then stored in no rolling stock (rail cars, tank trucks or barges), whether at one of Sellers’ facilities or in transit, shall be based on xxxxxxx’x xxxx of lading. In the event more the actual weight is less than the weight set forth on the xxxx of lading, such quantities of liquid Inventory shall nonetheless be based on xxxxxxx’x xxxx of lading unless Buyer notifies the Sellers within five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory Business Days of Buyer becoming aware of the Business as actual weight of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical such Inventory. As promptly as practicable after the Physical Any Inventory (but that is in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) transit on the Closing Date shall be included in the physical count of the Inventory as long as (i) such Inventory was paid for by Sellers on or before the “Actual Closing Date or (ii) the account payable relating to such Inventory is included in the Closing Net Working Capital”)Capital Statement. In the event Buyer and the Sellers are unable to reach agreement on any count or reconciliation of any item of Inventory, then at the request of either Buyer or the Sellers, such disagreement shall be treated as an Item of Dispute and submitted to the Independent Accounting Firm for resolution pursuant to the provisions described in Section 3.6(c) below. The Closing Date Statement physical count determined by the agreement of the parties or by the Independent Accounting Firm shall be prepared as final, and the value of the close Inventory reflected in such final determination shall be calculated based on the lower of business cost or then current market price, consistent with GAAP and past practice. Any other provision of this Agreement to the contrary notwithstanding, the fees and expenses incurred in the joint inventory count by Buyer or the Sellers (Eastern Timeincluding the fees charged by the Independent Accounting Firm) shall be borne equally by Buyer, on the one hand, and the Sellers, on the other hand, and such costs shall not be reflected on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Net Working Capital Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.

Working Capital Adjustment. (a) On or about Two days prior to the Closing Date Effective Time, the Company shall inform Acquiror of (but in no event more than five (5i) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory Company's estimate of the Business Working Capital Amount as of the Closing Date end of the most recently available month end period immediately preceding the Effective Time (the “Physical Inventory”), "Estimated Working Capital Amount") and Buyers and their representatives (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be allowed fullreasonably satisfactory to Acquiror. I-41 42 (b) At the Effective Time, unconditional observation rights of Acquiror shall pay to Newco in immediately available funds the Physical Inventoryamount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Physical Inventory (Effective Time, but in no any event later than within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Closing Date)Acquiror Schedule to Newco, Sellers shall prepare and deliver such notice to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with include reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of Net the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the close of business Final Working Capital Amount (Eastern Time"Final Working Capital Amount"), (i) on if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the “Actual Net Estimated Working Capital”). The Closing Date Statement shall be prepared as of Capital Amount exceeds the close of business (Eastern Time) on Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as date of the Closing Date)payment. Until Any such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants payments shall be permitted made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to discuss with Sellers and their accountants pay or provide for the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement Existing Company Debt and the accounting proceduresDeal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, methodologies, tests and approaches being used Newco shall promptly pay such amount to the Surviving Corporation in connection therewithimmediately available funds promptly upon demand therefor. 6.23.

Working Capital Adjustment. The Non-Optometric Asset Purchase Price shall be subject to adjustment to the extent that Current Assets (aas defined herein) On or about Current Liabilities Assumed (as defined herein) materially differ from the Closing Date (but amounts customarily arising in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory ordinary course of business of the Business Seller as of March 31, 1998. The term "Current Assets" shall mean pettx xxxh, accounts receivable, prepaid expenses, inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, the Closing Date (the “Physical Inventory”), current portion of capital leases and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”prepaid income taxes). The Closing Date Statement term "Current Liabilities Assumed" shall mean the balances (on an accrual basis) as of March 31, 1998 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Non-Optometric Asset Purchase Price shall be prepared as increased or reduced to reflect the difference (on a dollar for dollar basis) between the Current Assets and Current Liabilities and the customary amounts referred to herein above. The adjustment shall be settled in cash or Vision 21 common stock (at the option of Vision 21), which in the close case of business (Eastern Time) on a reduction in the Closing Date Purchase Price may be set-off from monies and/or Vision 21 common stock held back in accordance with Exhibit BSCHEDULE 1.4, or set-off from monies due the Seller pursuant to the Business Management Agreement. The parties also agree that to the extent not addressed the adjustments materially impact the goodwill created by Exhibit Bthe transaction, GAAP there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 common stock (at the option of Vision 21) as provided in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith1.7(a).

Working Capital Adjustment. (a) On or about Prior to the Closing Date (but Closing, the Company shall in no event more than five (5) days before good faith and with the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory assistance of its independent auditor prepare an estimated consolidated balance sheet of the Business Company as of the Closing Date (the “Physical InventoryEstimated Closing Date Balance Sheet”) The Estimated Closing Date Balance Sheet shall be prepared in accordance with U.S. GAAP (as defined in Section 3.08(a)) consistently applied, to the extent applicable, and with the same assumptions, estimates and methodologies used by the Company in preparing the consolidated balance sheet of the Company as of December 31, 2009 as required by Section 3.08, which assumptions, estimates and methodologies shall be set forth on Exhibit D attached hereto (collectively, the “Accounting Assumptions, Estimates and Methodologies”). The assets on the Estimated Closing Date Balance Sheet shall be reduced by the book value of any assets of the Company and its Subsidiaries immediately before the Closing that are not the assets of QIL, Quadrem and its Subsidiaries, or the Brazilian Stock and Nominal Stock immediately after Closing, and Buyers and their representatives the liabilities on the Estimated Closing Date Balance Sheet shall be allowed full, unconditional observation rights reduced by the book value of any Liabilities of the Physical InventoryCompany and its Subsidiaries that are not Liabilities of QIL, Quadrem and its Subsidiaries or the Brazilian Stock and Nominal Stock immediately after Closing (collectively, the “Quadrem Balance Sheet Adjustments”). As promptly Exhibit D shall list each excluded asset and liability included in the Quadrem Balance Sheet Adjustments, and the book value of each such asset and liability, based on the Reference Balance Sheet as practicable after the Physical Inventory (but in no event later than sixty (60) days after if the Closing Date), Sellers occurred on the date of the Reference Balance Sheet. The Company shall in good faith prepare and deliver to Buyers a statement (an estimate of the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding working capital of the Inventory) for the determination of Net Working Capital Company as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Estimated Closing Date Working Capital”)) based on the Estimated Closing Date Balance Sheet, as adjusted by the Quadrem Balance Sheet Adjustments. The Estimated Closing Date Statement Working Capital shall be prepared as calculated in a manner consistent with the calculation of, and based on the Accounting Assumptions, Estimates and Methodologies; provided that such working capital calculation shall contain no accrued liabilities for Terminated Agreement Liabilities. Not later than five (5) business days prior to the Closing, the Company shall deliver to Buyer the Estimated Closing Date Balance Sheet and the Estimated Closing Date Working Capital, together with worksheets and data that support the Estimated Closing Date Balance Sheet and the Estimated Closing Date Working Capital calculation. If Buyer in good faith disagrees with the calculation of Estimated Closing Date Working Capital, it shall notify the close of Company not later than two (2) business (Eastern Time) on days before the Closing Date and, if the parties are unable to resolve their differences regarding such calculation, the Estimated Closing Date Working Capital shall be the amounts calculated by the Company if such amounts are certified by its independent auditor, otherwise the amounts calculated in accordance with Exhibit Bgood faith by the Buyer. As provided in Section 2.01(a) hereof, or the Base Consideration to the extent not addressed by Exhibit B, GAAP (as in effect as of be paid at the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.adjusted: