Common use of Adjustment of Purchase Price Clause in Contracts

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser its portion of the Final Combined Closing Statement Statement, in a form and substance reasonably satisfactory to Purchaser, and shall make available to Purchaser and its accountants and attorneys the work papers, schedules and other supporting data used by Seller to calculate and prepare its portion of the Final Combined Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementtherein. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Combined Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment. All other provisions of this Agreement notwithstanding, such payments due under Section 3.3(c) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Final Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange shall be made as applicable by one party to the other.

Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows: (a) On In case the Company shall (i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before 12:00 noongiving effect to such division, Eastern timesubdivision, on reduction, combination, consolidation or stock dividend and of which the thirtieth denominator shall be the number of shares of Common Stock after giving effect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (30tha) calendar day following shall become effective retroactively to the Closing Date, Seller shall deliver to Purchaser Effective Date immediately after the Final Closing Statement record date in the case of a dividend and shall make available become effective immediately after the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth effective date in the Final Closing Statementcase of a subdivision, reduction, consolidation, combination or reclassification. (b) The determination of In case the Adjusted Payment Amount Company shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing issue rights or options to all or substantially all holders of its disagreement with any amount included therein Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or omitted therefrompurchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a nationally recognized fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options. (c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) If the Common Stock issuable upon the conversion of the Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 6), then, and in each such event, the Optionee shall have the right thereafter to convert such Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification or other change by the holders of the number of shares of Common Stock into which such Option might have been converted, as reasonably determined by the Committee, immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Committee so that the Optionee shall thereafter be entitled to receive upon conversion of such Option, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. (f) The adjustments provided for in this Section 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions of this Section; provided that, notwithstanding any other provision of this Section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then in effect; provided, however, that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution. (h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Optionee at the Optionee's address as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of such Optionee's Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (i) In the event of any question arising with respect to the adjustments provided for in Section 6, such question shall be conclusively determined by an opinion of independent accounting firm selected certified public accountants appointed by mutual agreement between Seller the Company (who may be the auditors of the Company) and Purchaseracceptable to the Optionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be final binding upon the Company and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserOptionee. (cj) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orThe Company may, in its sole discretion and without any obligation to do so, reduce the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount Purchase Price then in U.S. dollars equal effect by giving fifteen days' written notice to the amount of Optionee. The Company may limit such excess, plus interest on such excess amount from the Closing Date reduction as to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount its temporal duration or may impose other conditions thereto in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentits sole discretion.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not less than five (30th5) calendar day following Business Days prior to the Closing Date, Seller the Sellers shall prepare, or cause to be prepared, and will deliver to Purchaser the Final Buyer (1) an estimated closing statement of the Business as of the Closing Statement Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and shall make available in the work papersname of the Sellers), schedules which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and other supporting data used by Seller Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to calculate and prepare the Final fiscal month in which the Closing Statement to enable Purchaser to verify occurs determined consistent with the amounts Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Final Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (b) The determination Sellers hereby agree to conduct a physical inventory count on the Closing Date for the purpose of preparing the Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Closing Financial Information and the Preliminary Amounts Schedule. The Preliminary Amounts Schedule will be based on, and consistent with, the Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Closing Financial Information and the Preliminary Amounts Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the Adjusted Payment businesses or operations of the Buyer or any of its Affiliates and (ii) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (c) The Buyer shall have one hundred twenty (120) days following receipt of the Preliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Preliminary Amounts Schedule, which notice shall set forth in reasonable detail the basis for such dispute (a “Notice of Dispute”); provided, that the Notice of Dispute may not contain any disputes with respect to the calculation of the portion of the Residual Transferred Assets Amount attributable to the failure of the Buyer to locate or determine the existence of any Subject Equipment, it being understood that all disputes with respect to such matters will be governed by Section 2.10. Upon reasonable prior written notice, the Sellers shall provide the Buyer and its Representatives with reasonable access, during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer and its Representatives in order to verify the information contained in the Closing Financial Information and the Preliminary Amounts Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the businesses or operations of the Sellers or their Affiliates and (ii) the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (d) If the Buyer does not provide the Sellers with a Notice of Dispute within such one hundred twenty (120) day period, the Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be the Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (e) If the Buyer provides the Sellers with a Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 2.07(f). (f) If the Buyer and the Sellers are unable to resolve any dispute regarding the Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved by a mutually agreed upon accounting firm that, unless otherwise mutually agreed by the parties, is independent of the Buyer and each Seller (meaning a firm of certified public accountants that has not provided services to any of the parties hereto or their Affiliates during the immediately preceding five (5) years) (such accounting firm, the “Arbitrator”). Such resolution shall be final and binding on the parties hereto on hereto, and the thirtieth (30th) calendar day after receipt by Purchaser Final Amounts Schedule shall be prepared in accordance with the resolution of the Final Closing Statement, unless Purchaser Arbitrator. The Buyer and the Sellers shall notify Seller submit to the Arbitrator for review and resolution all matters (but only such matters) that are set forth in writing the Notice of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items Dispute that remain in dispute (in determining the Net Working Capital Amount, the Other Third-Party Brand Amount, the DP Amount, the Residual Transferred Assets Amount, the Other Assets and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserLiabilities Amount, the Retained Assets Amount or the Retained Liabilities Amount, as the case may be, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementArbitrator shall, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, except in the case of manifest error, (A) not assign a disputevalue to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, and (B) make its determination based on written submissions by the Buyer and the Sellers which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Arbitrator shall use commercially reasonable efforts to complete its work within forty-five (45) days following its engagement. The fees, costs and expenses of the Arbitrator (i) shall be borne by the Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are resolved against the Buyer (as finally determined by the Arbitrator) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are resolved against the Sellers (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. (g) Within five (5) Business Days following the determination of the Final Amounts Schedule in accordance with this Section 2.07: (i) to the extent that there is a Closing Amounts Deficit on the Final Amounts Schedule, the Sellers shall pay to the Buyer in cash an aggregate amount equal to the Closing Amounts Deficit by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to the Closing Amounts Deficit; (ii) to the extent that there is a Closing Amounts Surplus on the Final Amounts Schedule, the Buyer shall pay to the Sellers in cash an aggregate amount equal to the Closing Amounts Surplus by wire transfer of immediately available funds to an account designated by the Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to the Closing Amounts Surplus; and (iii) any payment made pursuant to this Section 2.07(g) shall include an additional amount of interest on the amount so remitted at a rate per annum equal to the Six-Month Treasury Rate, which additional amount of interest shall accrue from and after the first calendar day after the Closing Date until the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon Pittsfield time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon Pittsfield time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total dollar of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, in a form and substance reasonably satisfactory to Purchaser, and shall make available to Purchaser and its accountants and attorneys the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonprior to March 28, Eastern time2014, the Company shall provide Parent with a statement setting forth the calculation of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, prepared in good faith (the “2013 EBITDA Statement”), which shall reflect the same 2013 Adjusted EBITDA included in the Operating Subsidiary’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 28, 2013 (without giving effect to the Maximum Adjustment Amount). Not less than five (5) Business Days following the receipt of the 2013 EBITDA Statement, Parent shall notify the Company in writing in the event that it disputes any aspect of the 2013 EBITDA Statement, which note shall include reasonable detail about such disputes (it being understood and agreed by Parent that any disputes must be limited to disputes relating to whether 2013 Adjusted EBITDA has been properly calculated in accordance with the definitions and procedures set forth in this Agreement and the Exhibits hereto, and may not include any disputes relating to proposed changes or modifications to such definitions or procedures). During such five (5) Business Day period, the Company and its accountants will provide Parent and its accountants with reasonable access to such individuals and such information, books, records and work papers as may be reasonably required by Parent in order to reasonably verify such calculations; provided, however, that external accountants shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent and/or Parent’s accountants, as applicable, has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If Parent does not provide such notice of dispute within such five (5) Business Day period, the amount set forth on the 2013 EBITDA Statement shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If Parent provides such notice of dispute within such five (5) Business Day period, the Company and Parent shall promptly negotiate in good faith to expeditiously resolve any such dispute. The amount so agreed following such negotiations shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If the Company and Parent are unable to resolve any differences that they may have with respect to the 2013 EBITDA Statement within five (5) Business Days, the Company and Parent shall submit all matters that remain in dispute with respect to the 2013 EBITDA Statement (along with a copy of the 2013 EBITDA Statement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, such other independent certified public accountant reasonably mutually acceptable to Parent and the Company (in any such case, the “Independent Accountant”). The Independent Accountant, acting as an expert and not an arbitrator, shall be jointly instructed by Parent and the Company to, within fifteen (15) Business Days after such Person’s selection, make a final determination, binding on the parties to this Agreement and the holders of Common Stock, of the appropriate calculation of 2013 Adjusted EBITDA as to which Parent and the Company disagree. With respect to each disputed calculation, such determination, if not in accordance with the position of either Parent, on the thirtieth (30th) calendar day following one hand, or the Closing DateCompany, Seller on the other hand, shall deliver not be in excess of the higher, nor less than the lower, of the calculation advocated by the Company and Parent with respect to Purchaser such disputed line item. The Independent Accountant’s determination shall be made in accordance with the Final Closing definition in this Agreement of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, as applicable. If after the delivery of the 2013 EBITDA Statement but prior to the Closing, there shall be a change in any component of the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company shall update the 2013 EBITDA Statement accordingly to reflect such change, and Parent shall make available be given an equivalent opportunity to dispute any such updated portion of the work papers, schedules and other supporting data used by Seller ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as applied with respect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementoriginal delivery of such statement. (b) The determination cost of the Adjusted Payment Amount Independent Accountant’s review and determination shall be final and binding shared equally by Parent on the parties hereto one hand and the Company on the thirtieth (30th) calendar day after receipt other hand. During the review by Purchaser of the Final Closing StatementIndependent Accountant, unless Purchaser shall notify Seller in writing of the Company and its disagreement accountants will make available to the Independent Accountant interviews with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserindividuals, and such determination information, books, records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.10(c); provided, however, that the external accountants shall not be final and binding. Such accounting firm shall be instructed obliged to resolve the disputed items within ten (10) Business Days of engagement, make any work papers available to the extent Independent Accountant except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accountant has signed a customary agreement relating to such access to work papers in form and substance reasonably practicableacceptable to such accountants. The fees In acting under this Agreement, the Independent Accountant will be entitled to the privileges and immunities of any such accounting firm shall be divided equally between Seller and Purchaseran arbitrator. (c) On or before 12:00 noonThe Company shall, Eastern timeduring the Interim Period, on engage ▇▇▇▇▇▇ to calculate the fifth (5th) Business Day after Underfunded Amount as of the Adjusted Payment Amount shall have become final and binding or, in the case last day of a dispute, each quarter following the date hereof, beginning with the quarter ending December 28, 2013, with such calculation to be performed in accordance with their customary terms and procedures prior to the date hereof and to be completed no later than the 18th day following the last day of such applicable quarter and promptly delivered in writing to Parent with a copy of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required calculation prepared by Section 3.4 shall be made contemporaneously with the foregoing payment▇▇▇▇▇▇.

Adjustment of Purchase Price. The Purchase Price in effect at any date ---------------------------- shall be subject to adjustment from time to time as follows: (a) On If and whenever at any time during the term hereof, the Corporation shall complete a Share Reorganization, the Purchase Price shall be adjusted effective immediately after the effective date or before 12:00 noonrecord date, Eastern timeas the case may be, on which the thirtieth (30th) calendar day following holders of Common Shares are determined for the Closing Datepurpose of the Share Reorganization by multiplying the Purchase Price in effect immediately prior to such effective date or record date by a fraction, Seller the numerator of which shall deliver be the number of Common Shares outstanding on such effective date or record date before giving effect to Purchaser such Share Reorganization and the Final Closing Statement and denominator of which shall make available be the work papers, schedules and other supporting data used by Seller number of Common Shares outstanding immediately after giving effect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementsuch Share Reorganization. (b) The determination If and whenever at any time during the term hereof, the Corporation shall fix a record date for a Rights Offering, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number determined by dividing the aggregate price of the Adjusted Payment Amount total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, by such Weighted Average Price per Common Share, and of which the denominator shall be final and binding the total number of Common Shares outstanding on such record date plus the parties hereto on total number of additional Common Shares offered for subscription or purchase (or into which the thirtieth (30th) calendar day after receipt convertible securities so offered are convertible or exchangeable). If by Purchaser the terms of the Final Closing Statementrights, unless Purchaser shall notify Seller options or warrants referred to in writing of its disagreement with any amount included therein this Section 4.2(b), there is more than one purchase, conversion or omitted therefromexchange price per Common Share, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days aggregate price of the receipt by Seller total number of notice additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of such disagreementthe convertible securities so offered, such items in dispute (and only such items) shall be determined calculated for purposes of the exchange price per Common Share, as the case may be. To the extent that any adjustment in Purchase Price occurs pursuant to this Section 4.2(b) as a result of the fixing by the Corporation of a nationally recognized independent accounting firm selected by mutual agreement between Seller record date for the distribution of rights, options or warrants referred to in this Section 4.2(b), the Purchase Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Purchase Price which would then be in effect based upon the number of Common Shares actually issued and Purchaserremaining issuable after such expiration, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees further readjusted in such manner upon expiration of any further such accounting firm shall be divided equally between Seller and Purchaserright. (c) On If and whenever at any time during the term hereof the Corporation shall fix a record date for the issue or before 12:00 noondistribution to the holders of all or substantially all the outstanding Common Shares of: (i) securities of the Corporation including rights, Eastern timeoptions or warrants to acquire shares or securities convertible into or exchangeable for shares or property or assets and including evidences of its indebtedness; or (ii) any property or other assets; and if such issuance or distribution is not by way of a Share Reorganization or an issuance of rights, on the fifth (5thoptions or warrants referred to in Section 4.2(b) Business Day after the Adjusted Payment Amount shall have become final and binding orthen, in the case of a disputeeach such case, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such date by a fraction, of which the numerator shall be the product of the resolution number of Common Shares outstanding on such record date and the Weighted Average Price on such record date, less the aggregate fair market value (as determined by the directors which determination shall be conclusive) of such securities, property or other assets so issued or distributed, and of which the denominator shall be the product of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount number of such excess, plus interest Common Shares outstanding on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of record date and such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentWeighted Average Price.

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. Purchaser and Seller have selected Willamette Management Associates (athe "Appraiser") On or before 12:00 noon, Eastern time, to determine the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates on the thirtieth Closing Date (30th) calendar day following the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,041.20 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (a) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Purchaser Seller the Final difference between the Appraised Value and the Estimated Fair Market Value paid on the Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate. (b) The determination of In the Adjusted Payment Amount event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall be final and binding refund to Purchaser the difference between the Estimated Fair Market Value paid on the parties hereto on Closing Date and the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final Appraiser determines the Appraised Value, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and binding or, in the case terms of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable but not later than thirty (30th30) calendar day following days after the Closing Date, Seller Purchaser shall deliver to Sellers a statement (the “Closing Inventory Statement”) setting forth the quantities and dollar balances of the Inventory on hand and transferred to Purchaser by Sellers as of the close of business on the Closing Date (the “Final Inventory Amount”) and setting forth the amount, if any, by which the total Inventory on hand as of the Closing Date is greater than the Target Inventory Ceiling or less than the Target Inventory Floor. In the event that Purchaser does not provide Sellers with the Closing Inventory Statement within such thirty (30) day period, then the Final Closing Statement and Inventory Amount shall make available be deemed to be the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementTarget Inventory Floor. (b) The determination Sellers shall have thirty (30) days from the date of receipt of the Adjusted Payment Amount shall be final and binding Closing Inventory Statement from Purchaser to dispute any amount on the Closing Inventory Statement, including the Final Inventory Amount, by providing written notice to Purchaser of such dispute (a “Dispute Notice”) within such thirty (30) day period. If Sellers provide Purchaser with a Dispute Notice, the parties hereto on shall cooperate in good faith to resolve such dispute as promptly as practicable and shall make available to each other and any of their respective Representatives as necessary for the thirtieth (30th) calendar day after receipt review and resolution of the dispute all relevant books, records, personnel and access to actual physical inventory, as reasonably requested by Purchaser of and Sellers, as applicable. (c) In the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if event the parties are unable to resolve any dispute regarding the disputed items Final Inventory Amount, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, Deloitte LLP or such other independent accounting firm as is mutually agreed upon by the parties (the “Independent Accountant”), whose written determination as to the Final Inventory Amount shall be conclusive and binding on all parties. All fees and expenses charged by the Independent Accountant shall be shared equally by Purchaser, on the one hand, and Sellers, on the other hand. (d) In the event the Final Inventory Amount, as determined in this Section 1.4, is equal to or greater than the Target Inventory Floor, but less than or equal to the Target Inventory Ceiling, there will be no adjustment to the Purchase Price relating to Inventory. (e) In the event the Final Inventory Amount, as determined in this Section 1.4, is less than the Target Inventory Floor, Sellers shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, an amount in cash equal to the (i) the Target Inventory Floor, less (ii) the Final Inventory Amount, with such amount being paid within ten five (105) Business Days of the receipt Final Inventory Amount being determined. Any payments made by Seller of notice of such disagreement, such items in dispute (and only such items) Sellers to Purchaser hereunder shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, deemed an adjustment to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserPurchase Price. (cf) On or before 12:00 noon, Eastern time, on In the fifth (5th) Business Day after event the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Final Inventory Amount, Seller shall pay to Purchaser an amount as determined in U.S. dollars equal to this Section 1.4, is greater than the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment AmountTarget Inventory Ceiling, Purchaser shall pay treat as a credit toward Novatel’s future purchases from Purchaser under the Supply Agreement, with such purchases to Seller be included in determining Novatel’s satisfaction of the Annual Minimum (as defined in the Supply Agreement) for the first year of the term thereof, the amount by which the (A) the Final Inventory Amount exceeds (B) the Target Inventory Ceiling. Any amount so credited by Purchaser to Novatel shall be deemed an amount in U.S. dollars equal adjustment to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentPurchase Price.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than one hundred twenty (30th120) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Member Representative a statement (the “Preliminary Working Capital Schedule”), which sets forth the Purchaser’s calculation of (i) the Net Working Capital, (ii) the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (iii) Closing Statement Date Cash, (iv) Closing Date Indebtedness, (v) the aggregate amount of the Transaction Expenses, and shall make available (iv) the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementAdjustment Amount. (b) The determination Member Representative shall have sixty (60) days following receipt of the Adjusted Payment Amount Preliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. (c) If the Member Representative does not notify the Purchaser of any such dispute within such sixty (60) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule. (d) If the Member Representative notifies the Purchaser of any such dispute within such sixty (60) day period, the Purchaser and the Member Representative shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Member Representative. (e) If the Purchaser and the Member Representative are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days (or such longer period as the Purchaser and the Member Representative shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by an independent accounting or financial consulting firm of recognized national standing as mutually agreed upon by the Purchaser and the Member Representative (such firm, subject to the following proviso, the “Arbitrator”); provided, that if the Member Representative and the Purchaser cannot agree on the Arbitrator, either party may request that the American Arbitration Association (the “AAA”) choose the Arbitrator, in which case the AAA’s choice of the Arbitrator will be binding and the expenses of the AAA will be shared fifty percent (50%) by the Purchaser and fifty percent (50%) by the Member Representative. Such resolution shall be final and binding on the parties hereto Parties. The Purchaser and the Member Representative shall instruct the Arbitrator to make a final determination of Net Working Capital, the Working Capital Deficit, if any, or the Working Capital Surplus, if any, Closing Date Cash, Closing Date Indebtedness, the aggregate amount of the Transaction Expenses, and the Adjustment Amount based solely on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller items that are in writing of its disagreement with any amount included therein or omitted therefromdispute and that, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, resolving such items in dispute and in determining Net Working Capital, the Working Capital Deficit, if any, or the Working Capital Surplus, if any, Closing Date Cash, Closing Date Indebtedness, the aggregate amount of the Transaction Expenses, and the Adjustment Amount, the Arbitrator shall not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, or (B) less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, and the Arbitrator shall only such itemsresolve items that are in dispute. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Arbitrator (1) shall be borne by the Purchaser in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Purchaser (as finally determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller the Arbitrator) bears to the aggregate dollar amount of such items so submitted and Purchaser, and such determination (2) shall be final borne by the Members on a joint and bindingseveral basis in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Purchaser (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. Such accounting firm If any disputes are submitted to the Arbitrator pursuant to this Section 3.6(e), the Final Working Capital Schedule shall be instructed to resolve prepared in accordance with the disputed items within ten (10) Business Days decision of engagementthe Arbitrator and, to the extent reasonably practicable. The fees applicable, the agreement of any such accounting firm shall be divided equally between Seller the Purchaser and Purchaserthe Member Representative. (cf) On or before 12:00 noon, Eastern time, on the fifth Within five (5th5) Business Day after Days following the Adjusted Payment determination of the Final Working Capital Schedule in accordance with this Section 3.6: (i) If the Adjustment Amount shall have become final and binding or, in the case of a disputeis negative, the date Members will be obligated on a joint and several basis to pay or cause to be paid to the Purchaser by wire transfer of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser immediately available funds an aggregate amount in U.S. dollars equal to the amount absolute value of the Adjustment Amount by wire transfer of immediately available funds to an account designated by the Purchaser. The Purchaser may, at its sole discretion, claim any payment due to it from the Members under this Section 3.6(f)(i) or Section 3.6(e) either directly from the Members or from the Escrow Fund pursuant to the terms of the Escrow Agreement. Upon payment of such excessAdjustment Amount by the Members to the Purchaser, plus interest the Members shall be fully released and discharged of any obligation to the Purchaser with respect to payment of the Adjustment Amount. (ii) If the Adjustment Amount is positive, the Purchaser will pay or cause to be paid to the Member Representative, on such excess amount from behalf of the Closing Date to but excluding Members, the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Adjustment Amount, by wire transfer of immediately available funds to an account designated by the Member Representative. Upon payment of such Adjustment Amount by the Purchaser to the Member Representative, the Purchaser shall pay to Seller an amount in U.S. dollars equal be fully released and discharged of any obligation to the amount Members with respect to payment of such excess, plus interest on such excess amount from the Closing Date Adjustment Amount. (iii) Any payment made pursuant to but excluding the payment date, at the Federal Funds Rate. Any payments required by this Section 3.4 3.6(f) shall be made contemporaneously with treated as an adjustment to the foregoing paymentPurchase Price for Tax purposes to the extent permitted by applicable Law.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. In the event the Common Stock is delisted from the Principal Exchange due to the Company’s failure to timely file its quarterly reports on Form 10-Q for any of the three-month periods ended March 31, 2005, June 30, 2005 or September 30, 2005 (a) On or before 12:00 noonthe “Delisting”), Eastern time, the Company hereby agrees to reset the Purchase Price Per Unit at a price equal to the Adjusted Purchase Price Per Unit. The Company agrees to issue to the Buyers on the thirtieth Adjustment Date (30thas defined below) calendar day following an additional aggregate number of Units equal to (i) the quotient arrived at by dividing (x) the Aggregate Purchase Price by (y) the Adjusted Purchase Price Per Unit (as defined below) minus (ii) the number of Units issued on the Closing Date, Seller . The additional Units issued pursuant to this Section 4.15 shall deliver be allocated among the Buyers in proportion to Purchaser the Final Closing Statement and shall make available Units issued to each Buyer at the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth Closing. The Exercise Price (as defined in the Final Closing Statement. (bWarrants) The determination of the Warrants issued pursuant to this Section 4.15 shall be equal to 150% of the Adjusted Payment Amount Purchase Price Per Unit; provided, however, that in no event shall the Exercise Price of the Warrants issued pursuant to this Section 4.15 be less than $1.58. The “Adjusted Purchase Price Per Unit” shall equal the VWAP (as defined herein) for the three (3) consecutive Trading Day period immediately following the Announcement Date; provided, however, that the Adjusted Purchase Price Per Unit shall in no event be less than $0.95. The “Adjustment Date” shall be final and binding the fourth (4th) Trading Day immediately after to the Announcement Date. “VWAP” means, with respect to any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period on the parties hereto on Nasdaq National Market (the thirtieth (30th“Principal Exchange”) calendar day after receipt as reported by Purchaser of the Final Closing StatementBloomberg, unless Purchaser shall notify Seller in writing of its disagreement with L.P., or any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) successor performing similar functions. The “Announcement Date” shall be determined the Trading Day on which a press release is issued by the Company (or any other public disclosure is made) announcing the Delisting; provided, however, that if such press release is issued (or public disclosure is made) prior to 9:00 a.m. Eastern Time on a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserTrading Day, and such determination shall the “Announcement Date” will be final and binding. Such accounting firm shall deemed to be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableprevious Trading Day. The fees of Company hereby agrees not to issue a press release (or make any such accounting firm shall be divided equally other public disclosure) announcing the Delisting between Seller 9:00 a.m. Eastern Time and Purchaser4:00 p.m. Eastern Time on any Trading Day. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth forty-fifth (30th45th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (ai) On Within forty-five (45) days after the date of the Closing, Buyer shall prepare and deliver, or before 12:00 nooncause to be prepared and delivered, Eastern time, on to Seller a statement of the thirtieth (30th) calendar day following Working Capital Amount as of the Closing DateDate (the “Working Capital Statement”). The Working Capital Statement shall be prepared in accordance with the same accounting principles and methodology as the Financial Statements. (ii) Within forty-five (45) days following receipt by Seller of the Working Capital Statement, Seller shall deliver written notice to Purchaser Buyer of any dispute it has with respect to the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination preparation or content of the Adjusted Payment Amount shall Working Capital Statement. In the event that Seller does not notify Buyer of a dispute with respect to the Working Capital Statement within such forty-five (45) day period, such Working Capital Statement will be final final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the firm of BDO S▇▇▇▇▇▇ LLP, or such other public accounting firm to which the parties hereto may agree, (the “Accounting Firm”) to resolve such dispute. All determinations made by the Accounting Firm shall be final, conclusive and binding on the thirtieth (30th) calendar day after receipt by Purchaser parties. Buyer and Seller shall share equally the fees and expenses of the Final Closing StatementAccounting Firm. Following its final determination of the Working Capital Amount, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromthe Accounting Firm shall, in which case, if the parties are unable to resolve the disputed items within ten two (102) Business Days from the date of such final determination, deliver a written notice to the Escrow Agent specifying the Working Capital Amount. (iii) For purposes of complying with the terms set forth in this Section 2(h), Buyer and the Business, on the one hand, and Seller, on the other hand, shall cooperate with and make available to the other party and its Representatives all information, records, data and working papers, and will permit access to their facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the receipt by Seller Working Capital Statement and the resolution of notice any disputes thereunder. (iv) If the Working Capital Amount as of such disagreementthe Closing Date (as finally determined pursuant to Section 2(h)(ii)) is less than the Working Capital Peg, such items in dispute (and only such items) then the Purchase Price shall be determined adjusted appropriately and the Escrow Agent shall pay to Buyer from the Escrow Account, in accordance with the terms of the Escrow Agreement, by a nationally recognized independent accounting firm selected bank wire transfer of immediately available funds to an account designated in writing by mutual agreement between Seller and PurchaserBuyer, and such determination shall be final and binding. Such accounting firm shall be instructed an amount in cash equal to resolve the disputed items Working Capital Peg minus the Working Capital Amount, within ten five (105) Business Days from the date on which the Working Capital Amount is finally determined pursuant to Section 2(h)(ii). If the amounts held in the Escrow Account at the time of engagementsuch payment are insufficient to pay to Buyer the entire amount by which the Working Capital Peg exceeds the Working Capital Amount, then, on the same day as the Escrow Agent makes its payment to Buyer, Seller shall pay an amount equal to the extent reasonably practicableshortfall to Buyer by bank wire transfer of immediately available funds to an account designated in writing by Buyer. The fees If the Working Capital Peg is less than the Working Capital Amount as of any such accounting firm the Closing Date (as finally determined pursuant to Section 2(h)(ii)), then the Purchase Price shall be divided equally between adjusted appropriately, the Escrow Agent shall pay to Seller the entire amount remaining in the Escrow Account, in accordance with the terms of the Escrow Agreement, by bank wire transfer of immediately available funds to an account designated in writing by Seller, and Purchaser. Buyer shall pay or cause to be paid, by bank wire transfer of immediately available funds to an account designated in writing by Seller, an amount in cash equal to the Working Capital Amount minus the Working Capital Peg, within five (c5) On or before 12:00 noonBusiness Days from the date on which the Working Capital Amount is finally determined pursuant to Section 2(h)(ii). If there are any amounts remaining in the Escrow Account after all payments required to be made by this Section have been made, Eastern time, on the Escrow Agent shall promptly release such amounts to the Seller no later than the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, following the date of the resolution of the dispute pursuant to Section 3.3(b)such final payment, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount all in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously accordance with the foregoing paymentEscrow Agreement.

Adjustment of Purchase Price. (ai) On or before 12:00 noonAt the Closing, Eastern timeInConcert shall deliver to Buyer a balance sheet of the InConcert Business as of the Closing Date (the "Closing Balance Sheet"). Using the Closing Balance Sheet and the Balance Sheet (as defined in Section 2.4), on InConcert shall prepare and deliver to Buyer within two weeks ----------- after the thirtieth (30th) calendar day following Closing Date a calculation of any change in net assets of the InConcert Business from the date of Balance Sheet to the Closing Date. The Closing Balance Sheet and the calculation of any change in net assets shall be prepared using generally accepted accounting principles ("GAAP") consistently applied. If the net assets of InConcert as of the Closing Date shall not exceed the amount of liabilities reflected on the Balance Sheet by at least $600,000 (a "Shortfall"), Seller the Purchase Price shall be reduced by the amount of such Shortfall (a "Purchase Price Reduction"). (ii) If Buyer objects to InConcert's calculation of any Shortfall, then, within two weeks after the delivery to Buyer of such calculation, Buyer shall deliver to Purchaser InConcert a written notice describing in reasonable detail Buyer's objections to InConcert's calculation (an "Objection Notice"). If Buyer shall not have delivered an Objection Notice to InConcert within such two week period, or if Buyer earlier informs InConcert that it accepts InConcert's calculation of any Shortfall, then InConcert's calculation shall be binding and conclusive on Buyer. If Buyer delivers an Objection Notice to InConcert, and if Buyer and InConcert are unable to agree upon the Final Closing Statement and calculation of the Shortfall, within thirty (30) days after an Objection Notice is delivered to InConcert, the dispute shall make available the work papers, schedules and other supporting data used be finally settled by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) a mutually acceptable independent accounting firm. The determination by the independent accounting firm of the Adjusted Payment Amount Shortfall shall be final conclusive and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser hereto. Buyer and InConcert shall each bear and pay one-half of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice fees and other expenses of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserfirm. (ciii) On or before 12:00 noon, Eastern time, on the fifth Within three (5th3) Business Day business days after the Adjusted Payment Amount final determination of any Shortfall in accordance with Section 1.2(b)(ii), InConcert ------------------ shall have become final deliver to Buyer any Purchase Price Reduction by wire transfer in accordance with Buyer's instructions. (iv) If, subsequent to the Closing Date, Buyer shall collect amounts due under the Software License and binding orMaintenance and Support Agreement dated March 31, 1999 between InConcert and UUNet Tech., Inc. (the "UUNet Amount") in accordance with the case terms and conditions of a disputesuch agreement, Buyer shall remit the date lesser of the resolution of Shortfall or the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment UUNet Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement pursuant to Section 2.4.4: (a) On or before 12:00 noonIf the Purchase Price is less than the Estimated Purchase Price, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Post-Closing Statement and Adjustment shall make available be deducted from the work papersfirst payment of interest payable by Buyer pursuant to the terms of the Seller Note and, schedules and other supporting data used by Seller to calculate and prepare the extent that the Final Post-Closing Statement Adjustment exceeds the amount of the first payment of interest payable by Buyer pursuant to enable Purchaser to verify the amounts set forth in terms of the Seller Note, than such remaining portion of the Final Post-Closing StatementAdjustment shall be applied as a reduction of subsequent payments of interest payable by Buyer pursuant to the terms of the Seller Note until the entire Final Post-Closing Adjustment has been applied against interest payments thereunder. (bi) The If the Purchase Price is greater than the Estimated Purchase Price and such determination is made prior to the date on which the first payment of interest is payable by Buyer pursuant to the terms of the Adjusted Payment Amount Seller Note, Buyer shall pay the Final Post-Closing Adjustment to Sellers’ Representative (for the benefit of Sellers) with the first payment of interest payable by Buyer pursuant to the terms of the Seller Note, and (ii) if the Purchase Price is greater than the Estimated Purchase Price and such determination is made after the date on which the first payment of interest is payable by Buyer pursuant to the terms of the Seller Note, such Final Post-Closing Adjustment shall be final and binding on the parties hereto on the thirtieth paid by Buyer to Sellers’ Representative within five (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (105) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserdetermination. (c) On Any payment by Buyer or before 12:00 noonSellers under this Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute including pursuant to this Section 3.3(b)2.4.5 or Article 9, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser be treated as an amount in U.S. dollars equal adjustment to the amount of such excessPurchase Price, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments unless a contrary treatment is required by Section 3.4 shall be made contemporaneously with the foregoing paymentLaw.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern New York City time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementStatement are accurate. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller Purchaser and Purchaser, and such determination shall be final and bindingSeller. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller Purchaser and PurchaserSeller. (c) On or before 12:00 noon, Eastern New York City time, on the fifth third (5th3rd) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay refund to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day As promptly as practicable following the Closing Datedate hereof (but in any event on or prior to November 15, 2000), the Seller shall deliver to the Purchaser a balance sheet of the Final Closing Statement and Seller (the "Initial Seller Balance Sheet") which indicates the net working capital of the Seller as of the date hereof (the "Initial Working Capital"). The Purchaser shall make available have ten (10) business days following receipt of the work papersInitial Seller Balance Sheet during which to provide written notification ("Initial Dispute Notice") to the Seller of any dispute of any item therein, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts which notice shall set forth in reasonable detail the Final Closing Statement. (b) The determination basis for such dispute. If the Purchaser does not timely deliver the Initial Dispute Notice, the Initial Seller Balance Sheet shall be deemed to reflect the final agreement of the Adjusted Payment Amount parties. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, a final agreement upon the Initial Working Capital shall be promptly prepared and signed off on by each of the parties. If the Purchaser and the Seller are unable to resolve the Initial Working Capital dispute (the "Initial Dispute") within five (5) business days of Seller's receipt of the Initial Dispute Notice (or such longer period agreed in writing by the parties), the parties shall engage a mutually agreeable independent "Big 5" accounting firm (the "Arbitrator") to resolve the Initial Dispute and such resolution shall be final and binding on the parties hereto on the thirtieth parties. The Arbitrator shall use commercially reasonable efforts to complete its work within five (30th5) calendar day after receipt by Purchaser business days of its engagement. The expenses of the Final Closing Statement, unless Purchaser Arbitrator shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which casebe paid by the party against whom the Arbitrator resolves the dispute or, if the resolution is only partially in favor of one party, the expenses shall be paid by each of the parties in an amount that is in proportion to the allocation of the amount in dispute which is attributable to each such party. (b) As promptly as practicable following the Closing Date (but in any event within five (5) business days), the Purchaser will prepare (in consultation with the Seller) and deliver to the Seller a revised balance sheet which shall reflect the net working capital of the Seller as of the Closing Date after application of the agreed upon adjustments which shall be calculated in accordance with the methodology described in Schedule 2.3(a) (the "Preliminary Purchase Price Adjustment"). The Seller shall have five (5) business days following receipt of the Preliminary Purchase Price Adjustment during which to provide written notification ("PPA Dispute Notice") to the Purchaser of any dispute of any item therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Seller does not timely deliver the PPA Dispute Notice, the Preliminary Purchase Price Adjustment shall be deemed to reflect the final agreement of the parties. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, a Final Purchase Price Adjustment (as hereinafter defined) shall be promptly prepared and signed off on by each of the parties. (c) If the Purchaser and the Seller are unable to resolve the disputed items Purchase Price adjustment dispute (the "PPA Dispute") within ten five (105) Business Days business days of Purchaser's receipt of the receipt PPA Dispute Notice (or such longer period agreed in writing by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeparties), the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.parties shall

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement, together with such additional related data as Seller may reasonably request. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Stations shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Stations on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Stations after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, unless disputed, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On Except as otherwise set forth in the LMA, all operating income and operating expenses of the Station that are included in the Station Assets shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noon, Eastern time, 11:59 p.m. on the thirtieth day immediately preceding the Closing Date (30ththe “Effective Time”) calendar day shall be for the account of Seller, and all income and expenses attributable to the operation of the Station after the Effective Time shall be for the account of Buyer. Such prorations shall include without limitation all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 14.3(b)), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under Station Agreements and similar prepaid and deferred items. Seller shall receive a credit for all of the Station’s deposits and prepaid expenses. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (c) Prorations and adjustments shall be made at Closing to the extent practicable. For purposes of making the final adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List(s) shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer within five (5) Business Days of receiving the Final Closing Statement Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall make available pay such amount to Seller within five (5) Business Days of delivering the work papersAdjustment List(s) to Seller if both parties agree on the amount. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, schedules and other supporting data used by Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to calculate a firm of independent certified public accountants, mutually acceptable to Seller and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableparties. The fees and expenses of any such accounting firm accountants shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, paid by the party who does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noonAt least five (5) Business Days prior to the Closing, Eastern timethe Company shall deliver to Purchaser a statement (the “Preliminary Statement”) setting forth the Sellers’ good faith estimate of (i) Closing Cash, and (ii) the Working Capital as of the close of business on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser in each case, including the Final Closing Statement components thereof and shall make available reasonable back-up information with respect thereto, and (iii) the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination calculation of the Adjusted Payment Amount shall be final and binding Closing Purchase Price based on the parties hereto on foregoing. In the thirtieth event that Purchaser notifies the Company of any objection to the Preliminary Statement no later than three (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (103) Business Days of prior to the receipt by Seller of notice of Closing Date, Purchaser and the Company shall discuss such disagreementobjections in good faith and the Company will, such items in dispute (good faith and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement after taking into account the discussion between Seller the Company and Purchaser, revise and such determination shall be final and binding. Such accounting firm shall be instructed to resolve re-deliver the disputed items within ten Preliminary Statement no later than two (102) Business Days of engagement, prior to the extent reasonably practicableClosing Date to reflect the results of such discussion (which revised and redelivered Preliminary Statement shall serve as the Preliminary Statement for all purposes under this Agreement). The fees of any such accounting firm At the Closing, the Closing Purchase Price shall be divided equally between Seller and Purchaser. (ci) On increased or before 12:00 noon, Eastern time, decreased by the amount that Closing Cash reflected on the fifth Preliminary Statement exceeds or is less than $0, respectively, and (5thii) Business Day after adjusted by the Adjusted Payment Amount shall have become final difference between the Working Capital reflected on the Preliminary Statement and binding or, in Twenty Four Million Dollars ($24,000,000) (the case of a dispute“Targeted Working Capital”). If the Working Capital reflected on the Preliminary Statement exceeds the Targeted Working Capital, the date amount of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Closing Purchase Price shall pay to Purchaser an amount in U.S. dollars equal to be increased dollar-for-dollar by the amount of such excess, plus interest and if the Working Capital reflected on the Preliminary Statement is less than the Targeted Working Capital, the amount of the Closing Purchase Price shall be decreased dollar-for-dollar by such excess amount from shortfall. (b) As soon as practicable, and in any event within ninety (90) calendar days after the Closing, Purchaser shall prepare or cause to be prepared and delivered to the Sellers Representative a statement as of the close of business on the Closing Date (the “Closing Statement”) setting forth the actual Closing Cash and the actual Working Capital of the Company. The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions or changes which Purchaser intends to but excluding initiate or make or cause to be initiated or made after the payment Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. (c) Purchaser shall, and shall cause the Company to, grant the Sellers Representative and its authorized representatives reasonable access to all such papers and documents and all such personnel as it or its representatives may reasonably request, and the Sellers Representative shall have up to forty-five (45) days after receiving the Closing Statement to review the Closing Statement (the “Review Period”); provided, however, that, in the event Purchaser or the Company does not provide any papers or documents or access to personnel reasonably requested by the Sellers Representative or any of its representatives within five (5) Business Days after request therefor (or such shorter period as may remain in the Review Period), the Review Period shall be extended by five (5) Business Days plus one (1) Business Day for each additional day required for Purchaser or the Company to fully respond to such request. The Sellers Representative shall deliver notice to Purchaser on or prior to the expiration of the Review Period specifying in reasonable detail all disputed items and the basis therefor. If the Sellers Representative fails to deliver such notice by such date, the Sellers Representative and the Sellers shall have waived their right to contest the Closing Statement. If the Sellers Representative timely notifies Purchaser of any objections to the Closing Statement, the parties shall, within twenty (20) Business Days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount shall be final and binding for all purposes under this Agreement. (d) If at the Federal Funds Rate orconclusion of the Resolution Period the parties have not reached an agreement on any objections with respect to the Closing Statement, then all amounts and issues remaining in dispute shall be submitted by the Sellers Representative and Purchaser to the Independent Accountants for a determination resolving such amounts and issues. All fees and expenses relating to the work, if any, to be performed by the Estimated Payment Amount exceeds Independent Accountants shall be borne by Purchaser and the Adjusted Payment Amount, Purchaser shall pay to Seller an Sellers Representative in the proportion that the aggregate dollar amount in U.S. dollars equal of the disputed items submitted to the Independent Accountants by such party that are unsuccessfully disputed by such party (as finally determined by the Independent Accountants) bears to the aggregate dollar amount of disputed items submitted by Purchaser and the Sellers Representative. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Independent Accountants shall be borne by the party incurring such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, cost and expense. The Independent Accountants shall determine only those issues still in dispute at the Federal Funds Rateend of the Resolution Period and the Independent Accountants’ determination shall be based upon and consistent with the terms and conditions of this Agreement. Any payments required The determination by the Independent Accountants shall be based solely on presentations with respect to such disputed items by Purchaser and the Sellers Representative to the Independent Accountants and not on the Independent Accountants’ independent review. Each of Purchaser and the Sellers Representative shall use commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountants of the disputed items, and each such party shall be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Independent Accountants. In deciding any matter, the Independent Accountants (i) shall be bound by the provisions of this Section 3.4 2.06(d) and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Purchaser or the Sellers Representative or less than the smallest value for such item claimed by Purchaser or the Sellers Representative. The Independent Accountants’ determination shall be made contemporaneously within forty-five (45) calendar days after its engagement (which engagement shall be made no later than five (5) Business Days after the end of the Resolution Period), or as soon thereafter as possible, shall be set forth in a written statement delivered to Purchaser and the Sellers Representative and shall be final, conclusive, non-appealable and binding for all purposes hereunder. It is the intent of the parties hereto that the process set forth in this Section 2.06(d) and the activities of the Independent Accountants in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The term “Final Closing Statement” shall mean the foregoing paymentdefinitive Closing Statement agreed to by the Sellers Representative and Purchaser if no items are disputed in accordance with Section 2.06(c) or the definitive Closing Statement resulting from the determination made by the Independent Accountants in accordance with this Section 2.06(d).

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (ba) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (cb) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth (30th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) and Accrued Liabilities shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonDecember 15, Eastern time2011, on the thirtieth (30th) calendar day following the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Majority Shareholder the Working Capital Schedule and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. The Working Capital Schedule shall be prepared in accordance with GAAP and shall make available reflect the estimated amounts of deferred tax assets and deferred tax liabilities determined pursuant to Section 3.4(f). During the preparation and review of the Working Capital Schedule and the period of any dispute within the contemplation of this Section 3.4, the Purchaser shall (i) provide the Majority Shareholder and the Majority Shareholder’s authorized representatives with reasonable access during normal business hours to the books, records, facilities and employees of the Acquired Companies, and (ii) cooperate with the Majority Shareholder’s and the Majority Shareholder’s authorized representatives’ reasonable requests with respect to the preparation and review of the Working Capital Schedule, including by providing on a timely basis all information (including all of the Purchaser’s and its representatives’ work paperspapers underlying the preparation of the Working Capital Schedule, schedules subject to reasonable restrictions for confidential and other supporting data used privileged information, and to the extent not otherwise protected from disclosure by Seller Law or a legitimate reason) reasonably necessary or useful for the Majority Shareholder to review the Working Capital Schedule and to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementWorking Capital Surplus or Working Capital Deficit, if any, based thereon. (b) The determination Majority Shareholder shall have thirty (30) days following receipt of the Adjusted Payment Amount Working Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Majority Shareholder shall cooperate in good faith to resolve any dispute under this Section 3.4(b) as promptly as possible, and upon such resolution, the Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Majority Shareholder, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the parties hereto on Parties. In the thirtieth (30th) calendar day after receipt by event the Majority Shareholder does not notify the Purchaser of any such dispute within such thirty (30)-day period or notifies the Final Closing StatementPurchaser within such period that it does not dispute any item contained therein, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable Working Capital Schedule delivered pursuant to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such itemsSection 3.4(a) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller deemed to be the Final Working Capital Schedule and the Purchaser’s calculation of the Working Capital Surplus or Working Capital Deficit, and such determination if any, shall be final and binding. Such accounting firm shall be instructed to resolve binding upon the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserParties. (c) On In the event the Purchaser and the Majority Shareholder are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within thirty (30) days following the Purchaser’s receipt of notice of such dispute (or before 12:00 noonsuch longer period as the Majority Shareholder and the Purchaser may agree in writing), Eastern timesuch dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the fifth following nationally-recognized accounting firms, as mutually selected by the Purchaser and the Majority Shareholder (5thas long as such firm is independent from the Purchaser and its Affiliates and the Majority Shareholder and his Affiliates): Deloitte, Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, McGladrey & ▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Majority Shareholder has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be made within thirty (30) Business Day after days following its engagement, shall be set forth in a written statement delivered to the Adjusted Payment Amount Majority Shareholder and the Purchaser and shall have become final be deemed a final, binding and binding orconclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Accounting Referee’s determination. All fees and expenses of the Accounting Referee shall be shared pro rata between the Majority Shareholder and the Purchaser in proportion to the allocation of the dollar amount of the amounts remaining in dispute between the Majority Shareholder and the Purchaser made by the Accounting Referee, such that, except in the case of a disputean even 50%/50% allocation, the date prevailing party pays the lesser portion of the resolution fees and expenses. (d) Within five (5) Business Days following the determination of the dispute pursuant to Section 3.3(b)Final Working Capital Schedule, if there is a Working Capital Surplus, the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Majority Shareholder an amount in U.S. dollars equal to the Working Capital Surplus, and if there is a Working Capital Deficit, the Majority Shareholder shall cause to be paid to the Purchaser from the Escrow Fund, an amount equal to the Working Capital Deficit. If a dispute exists between the Majority Shareholder and the Purchaser regarding the amount of the Working Capital Surplus or Working Capital Deficit reflected in the Working Capital Schedule delivered pursuant to Section 3.4(a), the appropriate Party shall pay or cause to be paid to the other appropriate Party (in the case of the Majority Shareholder to the Purchaser, from the Escrow Fund) the uncontested amount prior to the determination of the disputed amount in accordance with Section 3.4. (e) If any amount or matter taken into account in the determination of the Final Working Capital Schedule could also be the basis for any claim of breach by a Party of the representations and warranties of the other Party contained in this Agreement, any Losses related to such excessbreach shall be net of the amount related thereto included in the determination of the Final Working Capital Schedule. (f) On or before November 15, plus interest 2011, the Majority Shareholder shall prepare and deliver to the Purchaser pro forma income Tax Returns for the Tax period (i) ending on the date the Distribution of Excluded Subsidiaries occurs, and (ii) ending on the Closing Date, in both cases in the manner set forth in Section 7.10(a) (the “Pro Forma Returns”). In reliance on such excess amount from Pro Forma Returns, the Closing Date Majority Shareholder and the Purchaser shall cooperate in good faith to but excluding determine estimated amounts for the payment datedeferred tax assets and deferred tax liabilities to be included on the Working Capital Schedule. If the Majority Shareholder and the Purchaser are unable to reach agreement on such estimated amounts within thirty (30) days, at the Federal Funds Rate. Any payments required by Section 3.4 determination of such estimated amounts shall be submitted to, and made contemporaneously with by, the foregoing paymentAccounting Referee.

Adjustment of Purchase Price. Seller has delivered to Buyer a preliminary statement (athe “Initial Closing Statement”) On or before 12:00 noonof the Purchase Price showing the prorations, Eastern timedeposit, on and cash amounts pursuant to §§ 2.10 and 2.11, which shall constitute the thirtieth initial adjustments to the Purchase Price at Closing. In the event that (30thi) the Purchase Price is increased pursuant to the Initial Closing Statement, then at the Closing the Cash Purchase Price paid by the Buyer shall be increased by the same amount of such increase to the Purchase Price and (ii) the Purchase Price is decreased pursuant to the Initial Closing Statement, then at the Closing the Cash Purchase Price paid by the Buyer shall be decreased by the same amount of such decrease to the Purchase Price. Within sixty (60) calendar day days following the Closing Date, Seller shall will deliver to Purchaser Buyer a final statement (the “Final Closing Statement”) of the prorations, deposit, and cash amounts pursuant to §§ 2.10 and 2.11, which shall constitute the final adjustments to the Purchase Price. The Buyer shall have the right to object to any items or computations appearing in the Final Closing Statement by notifying the Seller in writing of such objection (and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare details thereof) within ten (10) Business Days after delivery of the Final Closing Statement by the Seller to enable Purchaser the Buyer. If the Buyer does not make any such written objection prior to verify the expiration of such ten (10) Business Day period, the prorations, deposit, and cash amounts set forth appearing in the Final Closing Statement. Statement (btogether with all components thereof) The determination shall be determinative for the purposes of §§ 2.9, 2.10, and 2.11 hereof and shall be final and binding on all Parties. Any disputes relating to the Adjusted Payment Amount Final Closing Statement shall be resolved by a mutually acceptable independent accountant in accordance with the procedures set forth on Schedule 2.9 and shall be final and binding on the parties hereto on Parties for purposes of this section. In the thirtieth event that there is a difference in the adjustments to the Purchase Price set forth in the Final Closing Statement (30thas finally determined) calendar day in comparison to those set forth in the Initial Closing Statement, then (i) if such difference results in an increase to the Purchase Price (as adjusted pursuant to the Initial Closing Statement), the Buyer shall pay the Seller the amount of such increase in the Purchase Price in cash by wire transfer of immediately available funds within five (5) Business Days after receipt the final determination of the Final Closing Statement and (ii) if such difference results in a decrease to the Purchase Price (as adjusted pursuant to the Initial Closing Statement), the Seller shall pay the Buyer the amount of such decrease in the Purchase Price in cash by Purchaser wire transfer of immediately available funds within five (5) Business Days after the final determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin thirty (30) days after delivery of the Closing Date Schedule to Seller pursuant to Section 1.2 hereof, Eastern timeor, if disputed, within ten (10) days after the final resolution of such dispute pursuant to Section 1.2(c), the Purchase Price shall be adjusted as follows. For the purposes of this adjustment, Pro Forma Working Capital shall mean the working capital of the Company calculated in the same manner as the working capital on the thirtieth Financial Statement described in Section 2.1(g) hereof, except as noted in Section 2.1(g) of the Disclosure Schedule, but shall include all indebtedness of the Company without regard to whether such indebtedness is classified as working capital under United States and French generally accepted accounting principles (30th) calendar day following "GAAP"). To the extent there is a liability which Seller has assumed or agreed to indemnify Buyer for, the accrual for such item shall not be counted in the determination of the Pro Forma Working Capital on the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate Schedule. (b) The determination of the Adjusted Payment Amount shall be final and binding If Pro Forma Working Capital as set forth on the parties hereto on Closing Date Schedule exceeds $732,000, the thirtieth (30th) calendar day after receipt by Purchaser of Purchase Price will be increased by, and Buyer will pay to Seller, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexcess. (c) On or before 12:00 noon, Eastern time, If Pro Forma Working Capital as set forth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Date Schedule is less than $732,000, the date of the resolution of the dispute pursuant to Section 3.3(b)Purchase Price will be decreased by, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, and Seller shall will pay to Purchaser an amount in U.S. dollars equal to Buyer, the amount of such excessdeficiency. (d) All payments to be made pursuant to this Section shall (i) be made by wire transfer of immediately available funds to an account designated by the recipient at least two business days prior to the transfer, plus except that payments of less than $10,000 may be made by check subject to collection and (ii) be accompanied by a payment of interest thereon at the "Prime Rate" from time to time in effect on such excess amount from the Closing Date to but excluding until paid. As used in this Agreement, "Prime Rate" means the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars rate of interest equal to the amount "Prime Rate" reported from time to time in the "Money" column of The Wall Street Journal, and ----------------------- shall change from time to time effective with any changes in the reporting of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentrate.

Adjustment of Purchase Price. The Purchase Price shall be adjusted, upwards or downwards, as follows: (a) On For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or before 12:00 noonnegative, Eastern timeequal to (D) the amount of the Working Capital Adjustment, on the thirtieth plus (30thE) calendar day following the Closing DateCash as finally determined pursuant to Section 2.04, Seller shall deliver minus the Closing Date Cash Advance Payment, minus the Holdback Amount, minus the Initial Term Loan Amount, plus (F) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSection 2.04. (b) The determination of If the Adjusted Payment Net Adjustment Amount is positive, the Purchase Price shall be final and binding on adjusted upwards in an amount equal to the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing StatementNet Adjustment Amount. In such event, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days after the Working Capital Adjustment, the Closing Cash and the Closing Transaction Expenses have been determined pursuant to Section 2.04 Seller and Buyer shall amend the Loan Agreement to provide that the principal amount of the receipt by Seller Term Loan be equal to the Initial Term Loan Amount plus the Net Adjustment Amount. Interest on the Term Loan shall accrue from the Closing Date on the principal amount determined pursuant to this Section. (c) If the Net Adjustment Amount is negative (in which case the “Net Adjustment Amount” for purposes of notice of such disagreement, such items in dispute this clause (and only such itemsc) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserdeemed to be equal to the absolute value of such amount), and such determination the Purchase Price shall be final and bindingadjusted downwards in an amount equal to the Net Adjustment Amount. Such accounting firm shall be instructed to resolve the disputed items In such event, within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeWorking Capital Adjustment, the date of Closing Cash and the resolution of the dispute Closing Transaction Expenses have been determined pursuant to Section 3.3(b), if 2.04 Seller and Buyer shall amend the Adjusted Payment Amount exceeds Loan Agreement to provide that the Estimated Payment Amount, Seller shall pay to Purchaser an principal amount in U.S. dollars of the Term Loan be equal to the amount of such excess, plus interest Initial Term Loan Amount minus the Net Adjustment Amount. Interest on such excess amount the Term Loan shall accrue from the Closing Date on the principal amount determined pursuant to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Section.

Adjustment of Purchase Price. (a) On or before 12:00 noon, noon Eastern time, Time on the thirtieth fifteenth (30th15th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement and as may be reasonably requested by Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the “Adjusted Payment Amount”) by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth fifteenth (30th15th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm, as estimated by such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. Seller and Purchaser agree to fully cooperate with and provide any information requested by such accounting firm. (c) On or before 12:00 noon, noon Eastern time, time on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On Except as otherwise provided in this Agreement with respect to the Fulfillment Liability, all operating income and operating expenses of the Business shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section 1.8, to the extent necessary to reflect the principle that all income and expenses attributable to the operation of the Business before the Closing Date shall be for the account of Seller, and all income and expenses attributable to the operation of the Business on or before 12:00 noonafter the Closing Date shall be for the account of Buyer. Any cost or obligation related to any Permitted Lien shall also be included as part of the adjustment and allocation between Buyer and Seller. (b) To the extent not inconsistent with the express provisions of this Agreement, Eastern timethe allocations made pursuant to this Section 1.8 shall be made in accordance with generally accepted accounting principles, on consistently applied. (c) For purposes of making the thirtieth adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within sixty (30th60) calendar day days following the Closing Date, or such later date as shall be mutually agreed to by ▇▇▇▇▇▇ and Buyer. Buyer may also prepare and deliver to Seller additional Adjustment Lists as Buyer becomes aware of additional Adjustment List items. In the event Buyer does not submit an Adjustment List and Seller becomes aware of any Adjustment List items, Seller shall deliver submit Adjustment List(s) to Purchaser the Final Closing Statement and Buyer. The Adjustment List(s) shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of Adjustment Amount. If the Adjusted Payment Adjustment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by is a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, credit to the extent reasonably practicable. The fees account of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountBuyer, Seller shall pay such amount to Purchaser an amount in U.S. dollars equal Buyer within fifteen (15) days of receipt of the Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller within fifteen (15) days of delivery of the Adjustment List(s) if both parties agree on the amount. In the event one party disagrees with the Adjustment Amount determined by the other party, or with any other matter arising out of this subsection, and Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and Buyer, whose decision shall be final. The fees and expenses of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 accountants shall be made contemporaneously with paid by the foregoing paymentparty who does not prevail on the disputed matters decided by the accountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern San Francisco time, on the thirtieth twentieth (30th20th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable A/75499905.9 11 Purchaser to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the Adjusted Payment Amount. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller mutually acceptable to Purchaser and PurchaserSeller, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern San Francisco time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not less than five (30th5) calendar day following Business Days prior to the Closing Date, the Seller shall prepare, or cause to be prepared, and will deliver to Purchaser the Final Buyer a closing statement of the Company as of the Closing Date (the “Closing Statement”), signed by an authorized officer of the Seller (on behalf and in the name of the Seller), which sets forth (i) by lender, the aggregate amount of the Indebtedness of the Company (other than Affiliate Loans that will be paid pursuant to Section 5.19) owed to such lender as of immediately prior to the Closing and includes wire transfer instructions for the account to which funds should be transferred to pay off such Indebtedness, (ii) by payee, the Transaction Expenses and including wire transfer instructions for the account to which funds should be transferred to pay such Transaction Expenses, (iii) the Seller’s good faith estimate of the Net Working Capital Amount (the “Estimated Net Working Capital Amount”), together with reasonable detail supporting such calculation (including all supporting schedules and similar documentation), (iv) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, and (v) the Seller’s calculation of the Closing Cash Payment and including wire transfer instructions for the account of the Seller to which funds should be transferred. The Seller shall respond to any written questions it receives from the Buyer with respect to the Closing Statement and shall make available within one (1) Business Day of its receipt of the work papers, schedules and other supporting data used by Seller same. Attached to calculate and prepare the Final Closing Statement to enable Purchaser to verify will be copies of the Payoff Letters delivered in accordance with Section 7.03(e) and documents which confirm that, upon payment of the respective amounts set forth of Transaction Expenses specified in the Final Closing Statement, each Person that is to be paid Transaction Expenses described on the Closing Statement shall have been paid in full for all such Transaction Expenses. (b) The determination Seller hereby agrees to conduct a physical inventory count on the Closing Date for the purpose of preparing the Preliminary Net Working Capital Schedule. The Seller hereby agrees that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Seller at such time and at such places as the Seller specifies. No later than one hundred twenty (120) days following the Closing Date, the Seller will prepare, or cause to be prepared, and will deliver to the Buyer the Closing Financial Information and the Preliminary Net Working Capital Schedule. The Preliminary Net Working Capital Schedule will be based on, and will be consistent with, the Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Seller and its Representatives with reasonable access, during normal business hours, to the Company and to the Company’s Representatives and to the Buyer’s Representatives and to such books and records as may be reasonably requested by the Seller or its Representatives in order to prepare the information contained in the Closing Financial Information and the Preliminary Net Working Capital Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the Adjusted Payment Amount businesses or operations of the Buyer or its Affiliates (including the Company) and (ii) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (c) The Buyer shall have one hundred twenty (120) days following receipt of the Preliminary Net Working Capital Schedule during which to notify the Seller of any dispute of any item contained in the Preliminary Net Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute (a “Notice of Dispute”). Upon reasonable prior written notice, the Seller shall provide the Buyer and its Representatives with reasonable access, during normal business hours, to the Seller’s Representatives and such books and records as may be reasonably requested by the Buyer and its Representatives in order to verify the information contained in the Closing Financial Information and the Preliminary Net Working Capital Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the businesses or operations of the Seller or its Affiliates and (ii) the auditors and accountants of the Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (d) If the Buyer does not provide the Seller with a Notice of Dispute within such one hundred twenty (120) day period, then the Preliminary Net Working Capital Schedule prepared by the Seller shall be deemed to be the Final Net Working Capital Schedule and will be conclusive and binding upon all parties hereto. (e) If the Buyer provides the Seller with a Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Seller shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Net Working Capital Schedule shall be prepared in accordance with the agreement of the Buyer and the Seller. If the Buyer and the Seller are unable to resolve any dispute regarding the Preliminary Net Working Capital Schedule within thirty (30) days after the Seller’s receipt of the Notice of Dispute, or such longer period as the Buyer and the Seller shall mutually agree in writing, such dispute shall be resolved in accordance with Section 2.07(f). (f) If the Buyer and the Seller are unable to resolve any dispute regarding the Preliminary Net Working Capital Schedule within thirty (30) days after the Seller’s receipt of the Notice of Dispute, or such longer period as the Buyer and the Seller shall mutually agree in writing, such dispute shall be resolved by a mutually agreed upon accounting firm that, unless otherwise mutually agreed by the parties, is independent of the Buyer and the Seller (meaning a firm of certified public accountants that has not provided services to any of the parties hereto or their Affiliates during the immediately preceding five (5) years) (such accounting firm, the “Arbitrator”). Such resolution shall be final and binding on the parties hereto on hereto, and the thirtieth (30th) calendar day after receipt by Purchaser Final Net Working Capital Schedule shall be prepared in accordance with the resolution of the Final Closing Statement, unless Purchaser Arbitrator. The Buyer and the Seller shall notify Seller submit to the Arbitrator for review and resolution all matters (but only such matters) that are set forth in writing the Notice of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items Dispute that remain in dispute (in determining the Net Working Capital Amount and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserthe Arbitrator shall, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, except in the case of manifest error, (A) not assign a disputevalue to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand, and (B) make its determination based on written submissions by the Buyer and the Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Arbitrator shall use commercially reasonable efforts to complete its work within forty-five (45) days following its engagement. The fees, costs and expenses of the Arbitrator (i) shall be borne by the Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are resolved against the Buyer (as finally determined by the Arbitrator) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are resolved against the Seller (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. (g) Within five (5) Business Days following the determination of the Final Net Working Capital Schedule in accordance with this Section 2.07: (i) to the extent that there is a Net Working Capital Deficit on the Final Net Working Capital Schedule, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser the Buyer in cash an aggregate amount in U.S. dollars equal to the Net Working Capital Deficit by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Seller shall be fully released and discharged of any obligation with respect to the Net Working Capital Deficit; (ii) to the extent that there is a Net Working Capital Surplus on the Final Net Working Capital Schedule, the Buyer shall pay to the Seller in cash an aggregate amount equal to the Net Working Capital Surplus by wire transfer of immediately available funds to an account designated by the Seller. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to the Net Working Capital Surplus; and (iii) any payment made pursuant to this Section 2.07(g) shall include an additional amount of such excess, plus interest on such excess the amount so remitted at a rate per annum equal to the Six-Month Treasury Rate, which additional amount of interest shall accrue from and after the first calendar day after the Closing Date to but excluding until the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount date of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare in good faith and deliver to Purchaser the Final Closing Statement Shareholders a reasonably detailed Working Capital Schedule and shall make available its calculation of the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementWorking Capital Deficit or Working Capital Surplus (as applicable) based thereon. (b) From and after the delivery of the Working Capital Schedule pursuant to Section 3.5(a), the Purchaser shall provide the Shareholders and their representatives reasonable access to the records and employees of the Purchaser and its Affiliates and shall cause the employees of the Purchaser and its Affiliates to cooperate in all reasonable respects with the Shareholders in connection with their review of such work papers and other documents and information relating to the calculation of the Net Working Capital as set forth on the Working Capital Schedule, as the Shareholders shall reasonably request and that are available to the Purchaser and its Affiliates. (c) The Shareholders shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.5(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. The Purchaser and the Shareholders, in consultation with their respective accounting firms, shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Working Capital Deficit or Working Capital Surplus (as applicable), based thereon shall be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.5(a) shall constitute the Final Working Capital Schedule and the Purchaser’s calculation of the Working Capital Deficit or Working Capital Surplus (as applicable) based thereon shall be final and binding upon the Parties. (d) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.5(a) within twenty (20) days following the Purchaser’s receipt of notice of such dispute pursuant to Section 3.5(c), such dispute shall be submitted to, and all issues having a bearing on such dispute shall be referred to an independent accounting firm selected by the Purchaser and the Sellers from the list of mutually agreed upon accounting firms set forth on Schedule 3.5(d) (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Deficit or Working Capital Surplus (as applicable) based thereon shall be final and binding on the parties hereto on the thirtieth Parties. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30th30) calendar day after receipt by days following its engagement. The Purchaser shall pay that percentage of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days costs and expenses of the receipt Accounting Referee equal to the quotient obtained by Seller dividing (A) the amount of notice of such disagreement, such items in dispute (and only such items) shall be the Net Working Capital as determined by a nationally recognized independent accounting firm selected the Accounting Referee less the amount of the Net Working Capital proposed by mutual agreement between Seller and the Purchaser, by (B) the amount of the Net Working Capital as proposed by the Shareholders less the amount of the Net Working Capital proposed by the Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Shareholders shall pay to Purchaser an amount in U.S. dollars equal to the amount remainder of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentcosts and expenses.

Adjustment of Purchase Price. (a) On or All operating income and operating expenses, obligations and liabilities of the Stations shall be adjusted and allocated between Sellers and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section 2.7(a), to the extent necessary to reflect the principle that all such income, expenses, liabilities and obligations attributable to the operation of each of the Stations before 12:00 noon, Eastern time, 12:01 a.m. in such Station's time zone on the thirtieth Closing Date (30ththe "Closing Effective Time") calendar day shall be for the account of Sellers, and all income, expenses, liabilities and obligations attributable to the operation of each of the Stations at or after the Closing Effective Time shall be for the account of Buyer. Such adjustments and allocations shall include, without limitation, all ad valorem, real estate and other property Taxes (but excluding Taxes arising by reason of the transfer of the Sale Assets as contemplated hereby, which shall be paid as set forth in Article XIV), business and license fees, FCC regulatory fees, music and other license fees, utility expenses, deposits, rents, wages and salaries for Continuing Employees or any other employee of any Connoisseur Seller hired by Buyer, and similar prepaid and deferred items attributable to the ownership and operation of the Stations and the Sale Assets. Notwithstanding the foregoing, vacation, sick pay and other employee benefits for Continuing Employees or any other employee of any Connoisseur Seller hired by Buyer shall be allocated to the Buyer, and no allocation will be made with respect to goods and services to be received, or air time to be provided, pursuant to any Contract for the sale of advertising, in whole or in part, in consideration for goods or services. Revenues, expenses, Taxes, costs and liabilities earned or incurred in connection with particular programs and announcements shall be allocated according to the time of performance of such programs and announcements without regard to the date of payment therefor. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to Section 2.7(a) shall be made in accordance with the policies employed in the preparation of the Latest Balance Sheet. (c) To the extent practicable, the adjustments and allocations contemplated by Section 2.7(a) shall be made (or estimated) and given effect at the Closing, and for purposes of the Closing the Sellers will in good faith estimate the amount of the Brokerage Fee. For purposes of finalizing the adjustments pursuant to Section 2.7(a) and amount of the Brokerage Fee, Buyer shall prepare and deliver the Adjustment List and the Brokerage Fee Statement to Sellers within ninety (90) days following the Closing Date, Seller or such later date as shall deliver be mutually agreed to Purchaser by Sellers and Buyer. The Adjustment List shall set forth Buyer's determination of the Final Closing Adjustment Amount, and the Brokerage Fee Statement and shall make available set forth Buyer's determination of the work papers, schedules and other supporting data used by Seller to calculate and prepare amount of the Final Closing Statement to enable Purchaser to verify Brokerage Fee. If Sellers do not notify Buyer of Sellers' disagreement with the amounts determination of the Adjustment Amount set forth on the Adjustment List or the Brokerage Fee set forth in the Final Closing Brokerage Fee Statement within fifteen (15) Business Days after the Adjustment List or the Brokerage Fee Statement. , as applicable, is delivered to Sellers, then on such fifteenth (b15th) The Business Day such determination shall become final and binding on Buyer and Sellers. If Sellers do so notify Buyer, then Buyer and Sellers will attempt in good faith to resolve such disagreement, and the Adjustment Amount and/or amount of the Adjusted Payment Amount Brokerage Fee (as the case may be) agreed upon by them in writing will be final and binding on them on the day such agreement is executed by them. If Buyer and Sellers cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to an independent certified public accountant, mutually acceptable to Sellers and Buyer, whose decision shall be set forth in a written report delivered to Buyer and Sellers and shall be final and binding on the parties hereto Buyer and Sellers on the thirtieth date such report is so delivered. Such independent certified public accountant's fees and expenses shall be paid one-half by Sellers and one-half by Buyers. If the Adjustment Amount (30th) calendar day after receipt by Purchaser taking into account any estimate of the Final Closing StatementAdjustment Amount which was given effect at the Closing) is a net credit to the account of Buyer, unless Purchaser Sellers (other than ABRY/Connoisseur and ABRY/Continuity) shall notify Seller in writing of its disagreement with any pay such amount included therein or omitted therefromto Buyer, in which case, and if the parties are unable Adjustment Amount (taking into account any estimate of the Adjustment Amount which was given effect at the Closing) is a charge to resolve the disputed items account of Buyer, Buyer shall pay such amount to Sellers (other than ABRY/Connoisseur and ABRY/Continuity). Any such payment will be made by wire transfer of immediately available funds within ten five (105) Business Days after the Adjustment Amount becomes final. If the amount of the receipt by Seller Brokerage Fee is greater than the estimated amount of notice the Brokerage Fee used for purposes of the Closing, then Sellers (other than ABRY/Connoisseur and ABRY/Continuity) shall pay the difference between such amounts to Buyer, and if the amount of the Brokerage Fee is less than the estimated amount of the Brokerage Fee used for purposes of the Closing, then Buyer shall pay the difference of such disagreement, amounts to Sellers (other than ABRY/Connoisseur and ABRY/Continuity). Any such items in dispute payment will be made by wire transfer of immediately available funds within five (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (105) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentBrokerage Fee becomes final.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the Closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in ----------- accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to an independent certified public accounting firm mutually agreeable to Buyer and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Seller, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.subsection

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within ninety (30th90) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Shareholders’ Representative the Net Working Capital Schedule and its calculation of the Net Working Capital Deficit or Net Working Capital Surplus, if any, based thereon. The Net Working Capital Schedule will include, and be based on, an audited balance sheet for the Company as of the Closing Statement Date prepared in accordance with GAAP, as if it were prepared by the Company in accordance with the Company’s past practices consistently applied (so long as such practices are in accordance with GAAP), as of a fiscal year end, and shall make available otherwise in accordance with the work papers, schedules policies and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts procedures set forth in the Final Closing Statement.on Exhibit D. (b) The determination Shareholders’ Representative shall have thirty (30) calendar days following receipt of the Adjusted Payment Amount Net Working Capital Schedule delivered pursuant to Section 1.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders’ Representative shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Net Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders’ Representative and the calculation of the Net Working Capital Deficit or the Net Working Capital Surplus, if any, based thereon shall be final and binding on the parties hereto on parties. In the thirtieth (30th) calendar day after receipt by event the Shareholders’ Representative does not notify the Purchaser of any such dispute within such thirty (30)-day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Net Working Capital Schedule delivered pursuant to Section 1.4(a) shall constitute the Final Closing Statement, unless Purchaser shall notify Seller in writing Net Working Capital Schedule and the Purchaser’s calculation of its disagreement with any amount included therein the Net Working Capital Deficit or omitted therefrom, in which caseNet Working Capital Surplus, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreementany, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination based thereon shall be final and binding. Such accounting firm shall be instructed to resolve binding on the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserparties. (c) On If the Purchaser and the Shareholders’ Representative are unable to resolve any dispute regarding the Net Working Capital Schedule delivered pursuant to Section 1.4(a) within thirty (30) calendar days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by Ernst & Young LLP or before 12:00 noonMcGladrey LLP, Eastern timeas jointly selected by the Purchaser and Shareholders’ Representative (the “Accounting Referee”); provided, that, the Accounting Referee shall be Ernst & Young LLP if the parties cannot agree on a selection. In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Net Working Capital Schedule as to which the Shareholders’ Representative has disagreed. The Accounting Referee’s determination of the Net Working Capital Schedule and the Net Working Capital Deficit or Net Working Capital Surplus, if any, based thereon shall be final and binding on the parties. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) calendar days following its engagement. The Shareholders, on the fifth one hand, shall pay one-half (5th1/2) Business Day of all fees and expenses of the Accounting Referee, and the Purchaser, on the other hand, shall pay one-half (1/2) of all fees and expenses of the Accounting Referee. (d) Within ten (10) calendar days following the determination of the Final Net Working Capital Schedule: (i) if there is a Net Working Capital Deficit that is $750,000 or less, the Purchaser shall satisfy such amount by retaining funds from the Holdback Amount and distributing the balance of the Holdback Amount, if any, together with interest thereon computed at the rate of five percent (5%) per annum, prorated from the Closing Date, to the Shareholders pro rata in accordance with each Shareholder’s ownership interest in the Company as of the Closing; (ii) if there is a Net Working Capital Deficit that exceeds $750,000 but is less than $1,000,000, the Purchaser shall satisfy such amount by retaining the entire Holdback Amount, providing a credit to the Shareholders the (“MB Credit”) for the amount of the shortfall, but not to exceed $250,000, and attempting to recoup such MB Credit (at its risk) from the payments received, if any, after the Adjusted Payment Amount shall have become final and binding orClosing Date from the prime contractor listed on Section 2.9 that would otherwise be payable to the Shareholders, pro rata in accordance with their respective ownership interests in the case of a dispute, the date Company as of the resolution of the dispute Closing, pursuant to Section 3.3(b1.3(b); (iii) if there is a Net Working Capital Deficit that exceeds $1,000,000, the Purchaser shall satisfy such amount by (i) retaining the entire Holdback Amount, (ii) providing the MB Credit for $250,000 and attempting to recoup such MB Credit (at its risk) from the payments received, if any, after the Adjusted Payment Amount exceeds Closing Date from the Estimated Payment Amountprime contractor listed on Section 2.9 that would otherwise be payable to the Shareholders, Seller shall pay pro rata in accordance with their respective ownership interests in the Company as of the Closing, pursuant to Purchaser Section 1.3(b) and (iii) reducing the principal amount of the Closing Notes, pro rata in accordance with each Shareholder’s ownership interest in the Company as of the Closing, by an amount in U.S. dollars equal to the amount of such excessdifference between (x) the Net Working Capital Deficit minus (y) $1,000,000; and (iv) if there is a Net Working Capital Surplus, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Shareholders, pro rata in accordance with each Shareholder’s ownership interest in the Company as of the Closing, an amount in U.S. dollars equal to the amount Net Working Capital Surplus, and deliver the Holdback Amount, together with interest thereon computed at the rate of such excessfive percent (5%) per annum, plus interest on such excess amount prorated from the Closing Date Date, to but excluding the payment dateShareholders, at pro rata in accordance with each Shareholder’s ownership interest in the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with Company as of the foregoing paymentClosing.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Pacific time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (ba) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (cb) On or before 12:00 noon, Eastern Pacific time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. 2.3.1 Within 45 days after the Closing, the Buyer shall cause the Company to prepare and deliver to the Seller a draft statement of the Company’s working capital as of the Closing Date (a) On or before 12:00 noon, Eastern time, “Working Capital Statement”). The working capital set forth on the thirtieth Working Capital Statement shall be determined by subtracting current liabilities (30thother than Taxes related to bonuses payable by the Company at Closing, to the extent included in the calculation of Funded Indebtedness at Closing pursuant to Section 2.2.1(a)) calendar day following from current assets of the Company as of the Closing Date, as calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) and, to the extent consistent with GAAP, in a manner consistent with the preparation of the balance sheet for the year ended December 31, 2007 included in the Financial Statements (as herein defined), except that cash shall not be included as a current asset in such calculation, and any inter Company balances, accrued commissions and/or bonuses, accrued payroll taxes, accrued income taxes payable, accrued property (both real and personal) taxes shall not be included as current liabilities in such calculation. 2.3.2 Within fifteen (15) business days (the “Dispute Period”) of the Seller’s receipt of the Working Capital Statement, Seller shall may dispute any amounts reflected on the Working Capital Statement by notifying the Buyer, in writing (the “Dispute Notice”), of each disputed item (each, a “Disputed Item”) and the adjustments to those items that, in the opinion of the Seller, are required, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute. If the Seller does not deliver to Purchaser a Dispute Notice within the Final Closing Statement and shall make available Dispute Period, the work papers, schedules and other supporting data used by Seller to calculate and prepare calculation of the Final Closing Statement to enable Purchaser to verify the amounts working capital set forth in the Working Capital Statement shall be deemed final and binding and shall not be subject to further review, challenge or adjustment (any such final working capital calculation shall be referred to as the “Final Closing StatementWorking Capital”). In the event the Seller delivers a Dispute Notice within the Dispute Period and the Buyer does not object thereto in a writing delivered to the Seller within fifteen (15) business days of the Buyer’s receipt of the Dispute Notice, the calculation of the working capital set forth in the Dispute Notice shall be deemed the Final Working Capital. In the event that the Seller delivers a Dispute Notice and the Buyer objects to the Disputed Items and proposed adjustments set forth in such Dispute Notice, then the Buyer and the Seller shall negotiate in good faith to resolve all of the Disputed Items. If the Buyer and the Seller are unable to resolve all of the Disputed Items within fifteen (15) business days of the Buyer’s notification to Seller that it objects to the Disputed Items set forth in such Dispute Notice, either the Buyer or the Seller may, within five (5) business days after the end of such fifteen (15) business days, request that any unresolved Disputed Items be resolved by means of an arbitration, to be conducted as follows: (a) Any request for an Arbitration shall be made in writing to the Cleveland, Ohio office of Ernst & Young or, in the event such firm declines to serve as the Independent Accounting Firm, to the Cleveland, Ohio office of such other independent accounting firm of recognized national standing that may be selected by the Seller with the consent of the Buyer, which consent will not be unreasonably withheld. The firm to which such request is made shall, upon agreeing in writing to resolve the Disputed Items submitted to it in accordance with the terms of this Agreement, be the “Independent Accounting Firm”, as that term is used in this Agreement. The Arbitration shall be conducted under the auspices of the Independent Accounting Firm and, except to the extent said rules conflict with the terms of this Section 2.3.2, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. (b) The determination of the Adjusted Payment Amount Independent Accounting Firm shall be final and binding on instructed by the parties hereto on the thirtieth to, within five (30th5) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing business days of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable agreement to resolve the disputed items within ten (10) Business Days Disputed Items submitted to it, provide to the Buyer and the Seller the names and resumes, which shall include a description of the receipt by individual’s substantial experience in the preparation and audit of financial statements of corporations engaged in businesses similar to the Company’s business and a disclosure of the individual’s existing or prior business and/or personal relationships (if any) with the Buyer, the Seller, or any employees or counsel for either Buyer or Seller of notice at least three (3) partners of the Independent Accounting Firm (preferably, but not necessarily, located in its Cleveland office) who are willing to serve as the individual responsible for conducting the Arbitration (the “Arbitrator”). If, on or before the third (3rd) business day after their receipt of the information called for by the preceding sentence, the Buyer and the Seller have been unable after good faith negotiation to agree upon and select one of the individuals so identified to act as the Arbitrator, then the Buyer and the Seller shall each have the right on or before the fifth (5th) business day after their receipt of such disagreementinformation to deliver to the Independent Accounting Firm a confidential communication striking any or all of the individuals previously identified as a potential Arbitrator as to whom an existing business and/or personal relationship was disclosed pursuant to the preceding sentence, and/or striking no more than one of the other individuals previously identified as a potential Arbitrator. The Independent Accounting Firm shall then proceed to select the Arbitrator from among the previously identified individuals who have not been stricken from consideration; if all such items in dispute previously identified individuals are so stricken, the Independent Accounting Firm shall designate at least three (3) additional partners who are eligible to serve as the Arbitrator and only such items) the foregoing selection procedure shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserrepeated until an Arbitrator is selected. (c) On or before 12:00 noonUpon being selected, Eastern timethe Arbitrator shall conduct an Arbitration to determine, with regard to each of the Disputed Items that were submitted to the Independent Accounting Firm pursuant to this Section 2.3.2, whether the Working Capital Statement was prepared in accordance with the requirements of this Agreement and, if not, the dollar amount of any adjustment that may be required in order for the Disputed Item in question to conform to the requirements of this Agreement and to determine the Final Working Capital. The Arbitrator shall make such determination subsequent to conducting the Arbitration and shall set forth such determination of the Final Working Capital in a written ruling, which ruling shall be rendered within sixty (60) days of the date on which the Arbitrator was selected and shall be delivered to the Buyer and to the Seller. The locale of all hearings, if any, conducted by the Arbitrator in connections with the Arbitrations shall be the Cleveland, Ohio office of the Independent Accounting Firm. (d) The ruling of the Arbitrator shall be final, binding, and conclusive on the fifth (5th) Business Day after Buyer and the Adjusted Payment Amount Seller; shall have become final the legal effect of an arbitral award; and binding or, shall be subject only to the judicial review permitted by the Federal Arbitration Act. Judgment on the ruling of the Arbitrator may be entered and enforced in any court having jurisdiction over the parties or their assets. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller on the one hand and the Buyer on the other hand in the case same proportion that the aggregate amount of a disputesuch Disputed Items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such Disputed Items so submitted. 2.3.3 If the Final Working Capital is greater than ($410,000) to ($615,000) (the “Working Capital Requirement”), the Cash Purchase Price shall be increased by one dollar for every dollar by which the Final Working Capital exceeds the Working Capital Requirement (the “Purchase Price Increase”). To the extent the Final Working Capital of the Company is less than the Working Capital Requirement, the Cash Purchase Price shall be reduced by one dollar for every dollar by which the Working Capital Requirement exceeds the Final Working Capital (the “Purchase Price Reduction”). The amount of the Purchase Price Increase, if any, or the Purchase Price Reduction, if any, is referred to herein as the “Purchase Price Adjustment.” Subject to Section 2.3.2, the Purchase Price Adjustment, if any, shall be paid in cash, within five (5) business days from the date of the resolution final determination of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentFinal Working Capital.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within ninety (30th90) calendar day days following the Closing Date, Seller shall the Purchaser will prepare or cause to be prepared and deliver to the Seller Representative a calculation of the Net Working Capital, the Closing Date Indebtedness, the Change of Control Payments, the Transaction Expenses and the final Closing Adjustment Amount (the “Preliminary Closing Adjustment Statement”). The Purchaser shall permit the Final Closing Statement Seller Representative and shall make available his representatives to have reasonable access to the books, records and other documents (including work papers, schedules and other supporting data ) pertaining to or used by Seller to calculate and prepare in connection with the Final preparation of the Preliminary Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Adjustment Statement. (b) The determination Seller Representative shall have twenty (20) days following receipt of the Adjusted Payment Amount Preliminary Closing Adjustment Statement during which to notify the Purchaser of any dispute of any item contained in the Preliminary Closing Adjustment Statement, which notice shall set forth in reasonable detail the basis for such dispute (the “Disputed Items”). If the Seller Representative does not notify the Purchaser of any Disputed Items within such twenty (20) day period, the Preliminary Closing Adjustment Statement shall be deemed to be the Final Closing Adjustment Statement. The Purchaser and the Seller Representative shall cooperate in good faith to resolve any Disputed Items as promptly as possible, and upon such resolution, the Final Closing Adjustment Statement shall be prepared in accordance with the agreement of the Purchaser and the Seller Representative. (c) If the Purchaser and the Seller Representative are unable to resolve any Disputed Items within fifteen (15) days (or such longer period as the Purchaser and the Seller Representative shall mutually agree in writing) of notice of a dispute, the Parties shall engage an independent accounting firm mutually agreeable to the Purchaser and the Seller Representative (the “Arbitrator”) to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the parties hereto Parties. The Arbitrator shall only decide the specific items under dispute by the Parties, and its decision for each of the Disputed Items must be within the range of values assigned to each such item in the Preliminary Closing Adjustment Statement and the Disputed Items, respectively, and the Arbitrator shall further limit its review to whether the Preliminary Closing Adjustment Statement or any component thereof contained mathematical errors and to whether the Preliminary Closing Adjustment Statement or any component thereof was calculated in accordance with this Agreement. The Parties shall cooperate in good faith to assist the Arbitrator in connection with its work and to provide any information reasonably requested by the Arbitrator in connection therewith as promptly as possible. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days of its engagement. The expenses of the Arbitrator shall be paid by the Seller Parties, on the thirtieth one hand, and the Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller Parties or the Purchaser, respectively, bears to the aggregate amount actually contested by or on behalf of the Seller Parties and the Purchaser. The calculation of the Net Working Capital as finally determined pursuant to this Section 1.4 is referred to herein as the “Final Closing Adjustment Statement” and the amount of the Closing Adjustment Amount set forth on the Final Closing Adjustment Statement is referred to herein as the “Final Closing Adjustment Amount.” (30thd) calendar day Within five (5) Business Days after receipt by Purchaser the determination of the Final Closing StatementAdjustment Statement in accordance with this Section 1.4, unless (i) if Estimated Closing Adjustment Amount is greater than the Final Closing Adjustment Amount (such difference being referred to herein as the “Adjustment Surplus”), then (A) the Purchaser and the Seller Representative shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if issue joint written instructions to the parties are unable Escrow Agent to resolve release the disputed items within ten (10) Business Days of entire Adjustment Escrow Fund to the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserSellers, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve (B) the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Sellers, pro rata in accordance with the ownership percentages set forth on Schedule 1.1, an amount in U.S. dollars equal to the Adjustment Surplus, or (ii) if the amount of the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount (such excessdifference being referred to herein as the “Adjustment Deficit”), plus interest on such excess then the Purchaser and the Seller Representative shall issue joint written instructions to the Escrow Agent to release (A) an amount equal to the Adjustment Deficit from the Closing Date Adjustment Escrow Fund to but excluding the payment datePurchaser, at and (B) the Federal Funds Ratebalance, if any, of the Adjustment Escrow Fund (after release to the Purchaser of the amount set forth in the preceding clause (ii)(A)) to the Sellers, pro rata in accordance with the ownership percentages set forth on Schedule 1.1; provided, however, if the Adjustment Escrow Fund is less than the Adjustment Deficit (such shortfall being referred to herein as the “Adjustment Escrow Shortfall”), then (x) the Purchaser and the Seller Representative shall issue joint written instructions to the Escrow Agent to release the entire Adjustment Escrow Fund to the Purchaser and (y) the Seller Parties shall pay to the Purchaser an amount equal to the Adjustment Escrow Shortfall. Any payments payment required by under this Section 3.4 1.4(d) shall be made contemporaneously with by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the foregoing paymentSeller Representative or the Purchaser, as applicable, at least three (3) Business Days prior to the applicable payment date and shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes.

Adjustment of Purchase Price. (a) On The Purchase Price will be adjusted (either up or before 12:00 noon, Eastern time, down) based on the thirtieth aggregate net change in the asset and liability accounts of each Company set forth on Schedule 1.3(a) hereto (30ththe aggregate balance of such accounts, the "Net Worth of the Companies") calendar day following as of the Closing Effective Date, Seller shall deliver as compared to Purchaser the Final Closing Statement and shall make available Net Worth of the work papersCompanies as shown on Schedule 1.3(a). If, schedules and other supporting data used by Seller to calculate and prepare upon completion of the Final Closing Statement to enable Purchaser to verify the amounts procedures set forth in Section 1.3(b) below, it is finally determined that (i) the Final Closing StatementNet Worth of the Companies as of the Effective Date is greater than the Net Worth of the Companies as shown on Schedule 1.3(a), then the Purchase Price shall be increased by the amount of such difference in cash, and Buyer shall pay to Sellers the amount of such difference within ten (10) days after such final determination, or (ii) the Net Worth of the Companies as of the Effective Date is less than the Net Worth of the Companies as shown on Schedule 1.3(a), then the Purchase Price shall be decreased by the amount of such difference, and Sellers shall pay to Buyer the amount of such difference in cash within ten (10) days after such final determination. All payments to or by Sellers required by this Section 1.3 shall be made on a pro rata basis, paid to or by Sellers based on the percentages set forth on Annex I attached hereto. (b) The determination Within sixty (60) days after the Closing, Buyer will prepare and deliver to Harv▇▇ ▇ ▇tatement of the Adjusted Payment Amount Net Worth of the Companies as of the close of business on the Effective Date (the "Closing Statement"), which statement shall be final prepared in accordance with GAAP and binding on the parties hereto on the thirtieth instructions provided in Schedule 1.3(b) hereto. If, within thirty (30th30) calendar day after receipt by Purchaser days following delivery of the Final Closing StatementStatement to Harv▇▇, unless Purchaser shall notify Seller in writing ▇▇▇▇▇▇ ▇▇▇ not given Buyer notice of its disagreement with any amount included therein or omitted therefromobjection to the Closing Statement (such notice must contain a detailed statement of the basis of Harv▇▇'▇ ▇▇▇ection), then the Net Worth of the Companies reflected in which case, if the Closing Statement will be used in computing the adjustment to the Purchase Price. If Harv▇▇ ▇▇▇es Buyer such notice of objection and the parties are unable to resolve the subject of such objection within fifteen (15) days after such notice, then the issues in dispute will be submitted to Coopers & Lybr▇▇▇, ▇▇P, certified public accounts (the "Accountants"), for resolution with instructions to the Accountants to resolve such dispute within forty-five (45) days. If issues in dispute are submitted to the Accountants for resolution (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed items within ten issues as the Accountants may request and are available to that party; (10ii) Business Days the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Harv▇▇ ▇▇▇l each bear 50% of the receipt by Seller fees and expenses of notice the Accountants for such determination. The final determination of such disagreementthe Net Worth of the Companies as of the close of business on the Effective Date shall occur on the earliest of (A) thirty (30) days after delivery of the Closing Statement to Harv▇▇ ▇▇▇hout objection, such items in dispute (and only such itemsB) shall be determined by a nationally recognized independent accounting firm selected by mutual written agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, Harv▇▇ ▇▇▇ Buyer to the extent reasonably practicable. The fees of Closing Statement or any such accounting firm shall be divided equally between Seller and Purchasermodification thereof, or (C) written determination by the Accountants. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Pacific time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement and such other documents as may be reasonably requested by Purchaser to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern Pacific time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price payable to each Seller shall be subject to adjustment, Eastern as of 11:59 p.m. (New York City time, ) on the thirtieth (30th) calendar day following the Closing Date, to reflect, in accordance with GAAP, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of such Seller's Systems for any period prior to such time on the Closing Date are for the account of the applicable Seller, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of such Seller that Buyer does not assume) attributable to the operation of such Seller's Systems from and after such time on the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price payable to each Seller pursuant to this Section 3.3(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of the Assets or the Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between the applicable Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; and (B) the amount of the Accounts Receivable with respect to such Seller; and (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) the amount of all subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date with respect to such Seller's Systems; (B) all accrued and unpaid expenses relating to the ownership or operation of such Seller's Assets and Systems, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between such Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 3.3(a)(i)(A) above); (C) in the event that the total number of Subscribers on the Closing Date is less than 16,800, the product of the Subscriber Adjustment Amount with respect to such Seller and the number of Subscribers by which the actual number of Subscribers in such Seller's Systems on the Closing Date is less than the amount of the Minimum Subscriber Number allocated to such Seller, as set forth in Schedule 1.1A. (D) with respect to Transferred Employees, accrued obligations for vacation and sick days, subject to Section 6.6(c); and (E) any amounts by which the Purchase Price is decreased pursuant to Section 6.12(a), (b) or (c) or Section 6.14. Sellers shall deliver to Purchaser Buyer, not less than seven (7) Business Days prior to the Final Closing Statement Date, a certificate signed by Sellers (the "Pre-Closing Certificate"), which shall specify each Seller's good faith best estimate of the adjustments to the Purchase Price payable to such Seller required under this Section 3.3(a) above, calculated as of the Closing Date and prepared consistent with GAAP. The Pre-Closing Certificate shall make available be accompanied by reasonably detailed documentation supporting the work paperscalculations set forth therein. Buyer shall have the right to challenge the content of the Pre-Closing Certificate within four (4) Business Days of delivery if Buyer believes, schedules in good faith, that it is in error. Buyer and other supporting data used the applicable Seller shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate(s) prior to the Closing Date. If any such dispute is not resolved prior to the Closing, the amount of the Purchase Price paid to the applicable Seller(s) at Closing shall be based on the adjustments to the Purchase Price for such Seller(s) set forth in the Pre-Closing Certificate. (b) Within 120 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the "Post-Closing Certificate"), which shall set forth Buyer's final adjustments to the Purchase Price payable to each Seller to calculate and prepare be made as of the Final Closing Statement Date pursuant to enable Purchaser Section 3.3(a) above, together with such documentation as may be necessary to verify support Buyer's determination thereof; and, thereafter, Buyer shall provide each Seller with such other documentation relating to the Post-Closing Certificate as such Seller may reasonably request. If a Seller wishes to dispute the final adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 3.3(a) above, as reflected in the Post-Closing Certificate, such Seller shall, within thirty (30) days after its receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items together with such documentation as Buyer may reasonably request. If any Seller notifies Buyer of its acceptance of the amounts set forth in the Final Post-Closing Statement. Certificate, or if Seller fails to deliver its report of any proposed adjustments within the thirty (b) The determination of 30)-day period specified in the Adjusted Payment Amount preceding sentence, the amounts set forth in the Post-Closing Certificate for such Seller shall be conclusive, final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Buyer and such Seller as of the Final Closing Statementlast day of such thirty (30)-day period. If Buyer and any Seller cannot resolve any dispute within thirty (30) days after Buyer's receipt of such Seller's written objection, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromBuyer and such Seller, in which caseshall, if within the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice days following expiration of such disagreementthirty (30)-day period, appoint KPMG or such items in dispute (and only other independent public accounting firm of national reputation as is agreed upon by the parties to resolve the dispute, provided such items) firm is not the auditor for either Buyer or the applicable Seller. The cost of retaining such firm shall be determined borne one-half by a nationally recognized independent accounting Buyer and one-half by such Seller. Such firm selected by mutual agreement between Seller shall report its determination in writing to Buyer and Purchaserthe applicable Seller, and such determination shall be final conclusive and binding. Such accounting firm shall be instructed to resolve binding on Buyer and the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between applicable Seller and Purchasershall not be subject to further dispute or review. (c) On If, as a result of any resolution reached by Buyer and any Seller, or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orany determination made by an accounting firm, in the either case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountBuyer is finally determined to owe any amount to any Seller, or any Seller shall pay is finally determined to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.owe

Adjustment of Purchase Price. The Purchase Price shall be adjusted and Parent shall pay to Buyer on a dollar-for-dollar basis to the extent the Buyer is unable to collect the value of Accounts Receivable (anet of any reserves therefor on Parent’s consolidated balance sheet as of May 31, 2008 or any additional reserves accrued up to the Closing Date in accordance with Parent’s general policy for accounts receivable reserves and in a manner consistent with prior practice (or as otherwise disclosed on Schedule 3.3)) within 180 days after the Closing Date. On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar 181st day following the Closing Date, Buyer agrees to transfer any uncollected Accounts Receivable to Parent, and Parent agrees to pay to Buyer the full amount of any uncollected Accounts Receivable (net of any reserves therefor on Parent’s consolidated balance sheet as of May 31, 2008 or any additional reserves accrued up to the Closing Date in accordance with Parent’s general policy for accounts receivable reserves and in a manner consistent with prior practice (or as otherwise disclosed on Schedule 3.3)) in immediately available United States Dollars by wire transfer to a bank account designated by Buyer. In calculating the aggregate amount of uncollected Accounts Receivable, the following protocol shall apply: (i) payments referencing an invoice shall be credited against such invoice, (ii) payments that do not reference, but that are in the exact amount of an invoice (or the undisputed portion of an invoice) shall be credited to such invoice, and (iii) all other payments shall be credited to the oldest undisputed invoice. Buyer shall use its commercially reasonable best efforts to collect all Account Receivables. Uncollected Accounts Receivable and reserves therefor shall be determined based upon the aggregate amounts thereof that would be included on Parent’s consolidated balance sheet as of the Closing Date, rather than on a Seller-by-Seller basis. Buyer shall deliver to Purchaser the Final Closing Statement preserve and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth Sellers (in the Final Closing Statement. (bevent of any claim for payment by Buyer under this Section 3.3) The determination of the Adjusted Payment Amount shall be final all books and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, records relating to the extent reasonably practicable. The fees of Accounts Receivable and any such accounting firm shall be divided equally between Seller and Purchaserreserves therefor. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on The Seller shall prepare and deliver to the thirtieth Buyer not later than five (30th5) calendar day following business days prior to the Closing DateDate a certificate executed by the Chief Financial Officer of the Seller setting forth that officer’s good faith best estimate of the balance sheet of the Seller as of the Closing (the “Preliminary Balance Sheet”), Seller which balance sheet shall deliver be prepared in accordance with GAAP, subject to Purchaser the Final Closing Statement principles, policies and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts practices set forth in the Final Closing Statementon Schedule 2.3 attached hereto. (b) The Buyer shall submit the Preliminary Balance Sheet to and shall cause KPMG LLP (“KPMG”) (pursuant to an engagement letter reasonably satisfactory to the Buyer and the Seller) to prepare a final balance sheet of the Seller as of the Closing (the “Final Balance Sheet”). KPMG shall then determine the Closing Date Net Book Value as of the Closing based on the Final Balance Sheet, which balance sheet shall be prepared in accordance with GAAP, subject to the principles, policies and practices set forth on Schedule 2.3 hereto. In the event of any conflict between the principles, policies and practices of GAAP and the principles, policies and practices set forth on Schedule 2.3, the principles, policies and practices set forth on Schedule 2.3 shall prevail. Buyer shall cause KPMG to deliver the Final Balance Sheet (together with copies of their work papers) and their determination of the Adjusted Payment Amount Closing Date Net Book Value as of the Closing based on such Final Balance Sheet to the Seller within ninety (90) days following the Closing Date. The fees, costs and expenses of KPMG shall be final and binding on borne by the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserBuyer. (c) On or before 12:00 noonIf, Eastern timewithin 30 calendar days after delivery of the Final Balance Sheet to the Seller, on the fifth Seller shall not have given written notice to the Buyer setting forth any objection of the Seller to the Final Balance Sheet and determination of Closing Date Net Book Value, such Final Balance Sheet and Closing Date Net Book Value shall be final and conclusive for determining any purchase price adjustment hereunder. In the event Seller gives Buyer written notice of any objection to the Final Balance Sheet and determination of Closing Date Net Book Value within such 30 calendar day period, the Buyer and the Seller shall use all reasonable efforts to resolve the dispute within 30 calendar days following the receipt by the Buyer of such written notice from the Seller. If the Buyer and the Seller are unable to reach an agreement within such 30 calendar day period, the matter shall be submitted to an independent firm of certified public accountants other than KPMG mutually acceptable to Seller and Buyer (5ththe “Independent Accountants”) Business Day after for re-audit of the Adjusted Payment Amount Final Balance Sheet and re-determination of the Closing Date Net Book Value, which re-audit and re-determination shall have become be deemed to be final and binding or, in upon the case of a dispute, Buyer and the date Seller. The fees and expenses of the resolution services of the dispute pursuant to Section 3.3(bIndependent Accountants shall be shared equally by the Seller and the Buyer. (d) The Adjustment Amount shall equal the difference between the Closing Date Net Book Value based on the Final Balance Sheet (as determined above) and $8,000,000 (the “Adjustment Amount”). If the Closing Date Net Book Value is less than $8,000,000, if then the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an such amount in U.S. dollars equal to the Buyer, and if the Closing Date Net Book Value is greater than $8,000,000, then the Buyer shall pay such amount to the Seller, all in accordance with this Section 2.3. The party entitled to payment under this Section 2.3 shall also be entitled to interest at the rate of such excess, plus interest six percent (6%) per annum on such excess amount the Adjustment Amount accruing from the Closing Date to but excluding until such time as the payment date, at is made in full. Any such payments to be made by the Federal Funds Rate orSeller shall be satisfied first out of the Escrow Amount, if any, and any remaining amounts shall be paid by wire transfer of immediately available funds within five (5) business days of the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount final determination of such excess, plus interest on such excess amount from the Closing Date to but excluding Net Book Value based on the payment date, at the Federal Funds RateFinal Balance Sheet. Any such payments required to be made by the Buyer with respect to this Section 3.4 2.3 shall be made contemporaneously paid by wire transfer of immediately available funds within five (5) business days of the final determination of the Closing Date Net Book Value based on the Final Balance Sheet. The Buyer and the Seller shall promptly deliver to the Escrow Agent joint written instructions directing disbursement of the Escrow Amount in accordance with the foregoing paymentthis Section 2.3(c).

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the Adjusted Payment Amount. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement objection (“notice of objection”) with any amount included therein or omitted therefrom, in which case, if the parties are unable Seller and Purchaser shall attempt in good faith to resolve the disputed items such objections within ten (10) Business Days of the receipt by Seller of the written notice of such disagreementobjection and any written resolution by them as to any disputed amount shall be deemed final and binding with respect to the determination of the Adjusted Payment Amount. If the Purchaser and Seller are unable to reach resolution of the objections set forth in the Seller’s notice of objection, such items Seller and Purchaser shall submit the issues remaining in dispute (to Accounting Firm for resolution. If issues are submitted to the Accounting Firm for resolution, Seller and only Purchaser shall furnish or cause to be furnished to the Accounting Firm such items) work papers Schedules, records and other documents and information relating to the disputed issues as the Accounting Firm may request and are available to that party or its agents and shall be determined afforded the opportunity to present to the Accounting Firm any material relating to the disputed issues and to discuss the issues with the Accounting Firm. In the event the fees of the Accounting Firm, as estimated by a nationally recognized independent accounting firm selected such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that the Accounting Firm will not be engaged by mutual agreement either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm The Accounting Firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of the Accounting Firm shall be final and binding on the parties hereto. The fees of any such accounting firm the Accounting Firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement, together with such additional related data as Seller may reasonably request. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonAs promptly as practicable, Eastern time, on the thirtieth (30th) calendar day and in any event not more than 90 days following the Closing Date, Buyer together with Buyer's Accountants shall prepare and deliver to Seller and Seller's Accountants the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be prepared on a basis consistent with, and as provided in, the Balance Sheet (except that it shall include the net book value at Closing of all work-in-process and finished products), and shall be audited and accompanied by the report of Buyer's Accountants. Seller and Seller's Accountants shall have the right to observe the physical inventories to be conducted by, and to consult during reasonable business hours with appropriate personnel of, Buyer and Buyer's Accountants and to have access to, and to review and make copies of, the work papers of Buyer's Accountants with respect to such inventories and the preparation of the Proposed Closing Balance Sheet. (i) Seller may dispute the Proposed Closing Balance Sheet prepared by Buyer and Buyer's Accountants by notifying Buyer and Buyer's Accountants in writing, setting forth in reasonable detail the amount(s) in dispute and the basis for such dispute, within 45 days of Seller's receipt of the Proposed Closing Balance Sheet. If Seller fails to deliver a notice of objections within such 45-day period, Seller shall be deemed to have accepted the Proposed Closing Date Balance Sheet and the Net Asset Value thereon. In the event the aggregate amounts in dispute are less than $100,000, the Closing Net Asset Value proposed by Buyer and Buyer's Accountants shall be adjusted by one-half of the dispute amount, and such resolution shall be final, binding and conclusive on Seller and Buyer. (ii) In the event the amounts in dispute exceed $100,000, Buyer's Accountants and Seller's Accountants shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amount(s) shall be final, binding and conclusive on Seller and Buyer. If Buyer's Accountants and Seller's Accountants do not resolve any such dispute within 15 days of the date of receipt by Buyer or Seller's written notice of dispute, Buyer and Seller shall, within five additional days, retain the Dispute Resolution Firm, which firm shall, within 30 days of each submission, resolve such remaining dispute, and provide written notice of such resolution by facsimile, confirmed by mail, and such resolution shall be binding and conclusive on Seller and Buyer. Such resolution shall be within the range of amounts defined by the amount proposed by Buyer's Accountants and the amount proposed by Seller's Accountants as to each disputed item. The fees and disbursements of the Dispute Resolution Firm shall be borne by Buyer and Seller in the proportion that the aggregate amount of disputed items submitted to the Dispute Resolution Firm that is unsuccessfully disputed by each party (as finally determined by the Dispute Resolution Firm) bears to the total amount of the disputed items as submitted to the Independent Accounting Firm. After resolving the items in dispute, the Dispute Resolution Firm shall prepare and deliver to Purchaser each of Seller and Buyer the Final Closing Statement Balance Sheet and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination a certification of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserNet Asset Value thereon. (c) On or before 12:00 noon, Eastern time, In the event that the Final Net Asset Value is less than the Net Asset Value stated on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountBalance Sheet, Seller shall pay to Purchaser an amount in U.S. dollars Buyer the difference plus interest thereon from the Closing Date through the date of payment at a rate per annum, which may fluctuate from time to time, equal to the amount of such excessCitibank Rate. In the event that the Final Net Asset Value is greater than the Net Asset Value sated on the Balance Sheet, Buyer shall pay to Seller the difference, plus interest on such excess amount from the Closing Date through the date of payment at a rate per annum, which may fluctuate from time to but excluding the payment datetime, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Citibank Rate. Any payments required by Section 3.4 Such payment shall be made contemporaneously with in immediately available funds not later than two business days after the foregoing determination of the Final Net Asset Value by wire transfer to a bank account designated by the party entitled to receive the payment. (d) To the extent that the Final Net Asset Value is different from the Net Asset Value reflected on the Balance Sheet, the allocation of the Purchase Price shall be increased or decreased, as the case may be, by such difference.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided herein, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section 2.7, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Buyer within five (b5) The determination Business Days following presentation of the Adjusted Payment Adjustment List to Seller, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller within five (5) Business Days following presentation of the Adjustment List to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and Buyer and Seller cannot within thirty (30) days resolve the disagreement themselves, the parties will refer the disagreement to a Big Six accounting firm other than one that regularly represents either party, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe parties hereto acknowledge and agree that the purchase price for the Shares is based upon the assumption that, Eastern time, on the thirtieth (30th) calendar day following as of the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination accounts receivable of the Adjusted Payment Amount shall be final and binding Corporation will result in collections of at least $904,270 during the eight month period beginning on the parties hereto Effective Date and that the total liabilities of the Corporation as of the Effective Date (including all Excluded Liabilities, as defined in Section 4(g) below) to which the Corporation is subject as of the Effective Date or which are based upon the business or activities of the Corporation on or before the Effective Date (and which are not otherwise satisfied by the Shareholders) will be not more than $2,172,095. In the event that either (i) $904,270 is in excess of the total collections on the thirtieth Corporation's Effective Date accounts receivable during the eight month period following the Effective Date or (30thii) calendar day after receipt by Purchaser the amount of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if Corporation's Effective Date liabilities attributable to business conducted by the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On Corporation on or before 12:00 noonthe Closing Date (including any Excluded Liabilities that are not satisfied by the Shareholders, Eastern time, on but not including any operating expenses based upon the fifth (5th) Business Day contracts listed in Schedule 4 that accrue after the Adjusted Payment Amount shall have become final and binding orClosing Date, e.g., lease payments under the Lease that are due after the Closing Date) to which the Corporation is subject or otherwise is required to pay is in the case excess of a dispute$2,172,095, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount then in U.S. dollars equal to either event the amount of such excessexcess shall reduce the purchase price. Any such reduction shall first be offset against the next quarterly installment payments of the purchase price coming due pursuant to Section 2(b) above and, plus interest thereafter, shall be payable by the Sellers to Buyer on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal a pro rata basis according to the number of Shares held by each Seller as compared to the total number of Shares acquired by Buyer; provided, however, that the aggregate amount of all adjustments pursuant to this Section 2(c) shall not exceed $2,400,000. During the eight month period referred to in clause (i) above, each Seller shall have the right to monitor the collection of the accounts receivable referred to in this Section 2(c) and to take all reasonable actions as they deem necessary to assist the Corporation in tie collection of such excessreceivables. In order to facilitate such monitoring and collection, plus interest on the Corporation shall prepare and provide Sellers with a monthly report of the collection of such excess amount from receivables and shall provide access to Sellers to pertinent account information. As soon as is reasonably practicable after the Closing end of the eight month period referred to in clause (i) above, Buyer shall cause the Corporation to prepare and provide to Sellers a report showing the collected and uncollected Effective Date to but excluding accounts receivable and the payment date, at Effective Date liabilities paid as of the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentend of such eight month period.

Adjustment of Purchase Price. (a) On Except as provided in the LMA, all operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this SECTION 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than three (30th3) calendar day following Business Days prior to the Closing Date, Seller the Sellers’ Representative shall deliver to Purchaser Buyer a good faith estimate of Closing Working Capital of the Final Company (“Estimated Closing Statement Working Capital”) together with any related materials reasonably requested by Buyer, determined as of 11:59pm Mountain Daylight Time on the day immediately preceding the Closing Date. “Closing Working Capital” shall be calculated in the manner set forth on Schedule 1.3(a) attached hereto and reasonably acceptable to Buyer, shall be determined as of 11:59pm Mountain Daylight Time on the day immediately preceding the Closing Date and shall make available be defined as “Current Assets” (which means: cash, trade receivables; inventories (adjusted for current and future obsolescence in accordance with GAAP); inventory deposits; and prepaid expenses) less “Current Liabilities” (which means: the work papers, schedules and other supporting data used by Seller to calculate and prepare amount owed under the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Working Capital Line of Credit (b) The determination of the Adjusted Payment Amount shall be final and binding provided that such amount owed on the parties hereto on the thirtieth Working Capital Line of Credit shall not exceed Five Million Dollars (30th) calendar day after receipt by Purchaser of the Final Closing Statement$5,000,000), unless Purchaser shall notify Seller in writing of its disagreement with and to extent that it does, then any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten over Five Million Dollars (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items$5,000,000) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller included as Company Closing Indebtedness and Purchaserbe set forth on Schedule 1.2(f)); amounts owed under the ReadyActive Note and Supply Chain Note (provided that such amounts owed on the ReadyActive Note and Supply Chain Note, taken together, shall not exceed Eight Hundred and Fifty Thousand ($850,000), and to extent that such determination amounts exceed Eight Hundred and Fifty Thousand ($850,000), then such amounts over Eight Hundred and Fifty Thousand ($850,000) shall be final included as Company Closing Indebtedness and bindingbe set forth on Schedule 1.2(f)); accounts payable (including credit-card payable and sales tax payable); accrued provisions for product returns and warranty claims; accrued provisions for open purchase commitments; and accrued expenses). Such accounting firm Additionally, any obligation of the Company to make any Transaction Bonus Payments listed on Schedule 1.8 shall not be instructed included as Current Liabilities for purposes of determining Closing Working Capital; nor shall Buyer’s assumption of the obligation to resolve pay the disputed items within ten Transaction Bonus Payments, the Company Expenses, the Change of Control Payments or the repayment of the Company Closing Indebtedness be deemed Current Assets for purposes of determining Closing Working Capital. “Estimated Closing Working Capital Shortfall” means the amount, if any, by which Estimated Closing Working Capital is less than [***] (10the “Target Net Working Capital”). An example of the calculation of Closing Working Capital as of March 31, 2016 is set forth on Schedule 1.3(a). Within ninety (90) Business Days days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative (i) a balance sheet of engagementthe Company as of the Effective Time, dated as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with GAAP (except with respect to year-end adjustments) and, to the extent reasonably practicableconsistent with GAAP, the Company’s historic accounting practices used in the preparation of the December 31, 2015 balance sheet included in the Financial Statements; provided, that (i) no purchase accounting adjustments in respect of the transactions contemplated by this Agreement shall be made, and (ii) its calculation of Closing Working Capital shall be prepared in a manner consistent with Schedule 1.3(a). The costs, fees and expenses of any such accounting firm the preparation of Closing Balance Sheet and Closing Working Capital shall be divided equally between Seller and Purchaserpaid by Buyer. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not later than sixty (30th60) calendar day days following the Closing Date, the Seller shall, at the expense of the Seller and, to the extent requested, with the assistance of the Buyer, prepare and submit to Buyer a statement setting forth, in reasonable detail, the Working Capital of the Seller (as defined in this Section 1.10(a)) as of the close of business on the day immediately preceding the Closing Date (the “Proposed Final Working Capital Amount”). For purposes of this Section 1.10, the “Working Capital of the Seller” shall deliver to Purchaser have the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts meaning set forth in Schedule 1.10(a). In the Final Closing Statement. (b) The determination event that the Buyer disputes the correctness of the Adjusted Payment Amount shall be final and binding on Proposed Final Working Capital Amount, the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser Buyer shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefromobjections within thirty (30) days after receipt of the statement setting forth the calculation of the Proposed Final Working Capital Amount and shall set forth, in which casewriting and in reasonable detail, if each of the parties reasons for the Buyer’s objections. If the Buyer fails to deliver such notice of objections within such time, the Buyer shall be deemed to have accepted the statement setting forth the calculation of the Proposed Final Working Capital Amount. The Buyer and the Seller shall endeavor in good faith to resolve any disputed matters within twenty (20) days after the Seller’s receipt of the Buyer’s notice of objections. If the Buyer and the Seller are unable to so resolve the disputed items within ten matters, the Buyer and the Seller shall select a nationally known independent accounting firm (10which firm shall not then be providing any services to the Buyer, the Shareholder or the Seller) Business Days of (the receipt by Seller of notice of such disagreement, such items “Working Capital Independent Accountant”) to resolve the matters in dispute (in a manner consistent with Section 1.10(b)), including the appropriate amount of interest, if any, due on the disputed amount (determined in accordance with Section 1.10(c) or Section 1.10(d), as the case may be), and only such items) the determination of the Working Capital Independent Accountant in respect of the correctness of each matter remaining in dispute shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller conclusive and Purchaser, binding on the Buyer and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableSeller. The fees Working Capital of any such accounting firm shall be divided equally between the Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, as of the close of business on the fifth day immediately preceding the Closing Date, as finally determined pursuant to this Section 1.10(a) (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date whether by failure of the resolution Buyer to deliver notice of objection, by agreement of the dispute pursuant to Section 3.3(bBuyer and the Seller or by determination of the Working Capital Independent Accountant), if is referred to herein as the Adjusted Payment Amount exceeds the Estimated Payment “Final Working Capital Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.”

Adjustment of Purchase Price. (a) On or before 12:00 noonTen (10) days prior to the Closing Date, Eastern timethe Company shall deliver to the Purchaser a preliminary draft of the Estimated Working Capital Schedule. Two (2) days prior to the Closing Date, on the thirtieth Company shall deliver to the Purchaser an updated Estimated Working Capital Schedule, which shall be signed by an executive officer of the Company. (30thb) calendar day Within ninety (90) days following the Closing Date, Seller the Purchaser shall prepare and deliver to the Shareholders the Working Capital Schedule and its calculation of the Working Capital Deficit/Surplus, if any, based thereon, which shall reflect (i) the amount by which the Closing Net Working Capital is less, or greater, than the Target Net Working Capital, and (ii) the amount of the Working Capital Adjustment, if any. The Working Capital Schedule shall be prepared in accordance with GAAP. Within five (5) Business Days following Purchaser’s delivery to the Shareholders of the Working Capital Schedule, Purchaser shall pay to the Shareholders the Working Capital Adjustment related to a Working Capital Surplus as calculated by Purchaser, if any, or the Shareholders shall pay to the Purchaser the Final Closing Statement undisputed portion of a Working Capital Adjustment related to a Working Capital Deficit, if any, as the case may be. The disputed portion of the Working Capital Deficit/Surplus shall be paid as set forth below. (c) Upon ten days’ advance notice, Purchaser shall provide Shareholders and shall make available their representatives with full access, during regular business hours, to the work papersbooks, schedules records and other supporting data used by Seller to calculate and prepare accounts of the Final Closing Statement Company to enable the Shareholders and its representatives to audit the Purchaser’s calculation of the Working Capital Schedule. The Shareholders shall have thirty (30) days following the date they complete their audit of the Working Capital Schedule delivered pursuant to Section 1.4(b) during which to notify the Purchaser to verify the amounts of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Closing StatementWorking Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Working Capital Deficit/Surplus, if any, based thereon shall be final and binding on the parties. In the event no Shareholder notifies the Purchaser of any such dispute within such thirty (30)-day period or a Shareholder notifies the Purchaser within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 1.4(b) shall constitute the Final Working Capital Schedule and the Purchaser’s calculation of the Working Capital Deficit/Surplus, if any, based thereon shall be final and binding upon the parties. (bd) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 1.4(b) within fifteen (15) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, the Accounting Referee. In resolving any such dispute, the Accounting Referee shall consider all items or amounts in the Working Capital Schedule, including those as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Deficit/Surplus, if any, based thereon shall be final and binding on the parties hereto on to this Agreement. Simultaneously with the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution submission of the dispute pursuant over the Closing Net Working Capital to the Accounting Referee, Purchaser and Shareholders shall each submit to the Accounting Referee such party’s computation of the Working Capital Deficit/Surplus and Working Capital Adjustment. For purposes of this Section 3.3(b1.4(d), if the Adjusted Payment Amount exceeds prevailing party shall be the Estimated Payment Amount, Seller shall pay party whose computation of the Working Capital Deficit/Surplus as submitted to Purchaser an amount in U.S. dollars equal the Accounting Referee is closest to the amount of such excessthe Working Capital Deficit/Surplus as finally determined by the Accounting Referee. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee incurred pursuant to this Section 1.4(d) shall be paid by the non-prevailing party. (e) Within five (5) Business Days following the determination of the Final Working Capital Schedule, plus the Shareholders shall pay to the Purchaser, or the Purchaser shall pay to the Shareholders, an amount equal to the Working Capital Adjustment, as applicable. As set forth above, if a dispute exists between the Shareholders and the Purchaser regarding the amount of the Working Capital Deficit/Surplus reflected in the Working Capital Schedule delivered pursuant to Section 1.4(b), the Shareholders shall pay to the Purchaser, or the Purchaser shall pay to the Shareholders, as applicable, the uncontested amount prior to the determination of the disputed amount in accordance with Section 1.4. Any payment made by the Shareholders to the Purchaser, or by the Purchaser to the Shareholders, pursuant to this Section 1.4(d) shall include simple interest on such excess disputed amount at the rate of two percent (2%) per annum from the Closing Date to but excluding through the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount date of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on If the thirtieth amount XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXX) (30th"Base Net Asset Value") calendar day following the Closing Date, Seller shall deliver to Purchaser exceeds the Final Closing Statement Net Asset Value, Sellers shall pay to Buyer, as an adjustment to the Purchase Price, in the manner and shall make available with interest as provided in Section 3.6(b), the work papers, schedules and other supporting data used by Seller to calculate and prepare amount of such excess. If the Final Closing Statement Net Asset Value exceeds Base Net Asset Value, Buyer shall pay to enable Purchaser Sellers, as an adjustment to verify the amounts set forth Purchase Price, in the manner and with interest as provided in Section 3.6(b), the amount of such excess. Any such payment pursuant to this Section 3.6(a) shall be made (i) within 45 days after Sellers' delivery of the Section 3.5 (a) Documents if no Notice of Disagreement with respect to Closing Net Asset Value is duly and timely delivered pursuant to Section 3.5(b) or (ii) if a Notice of Disagreement with respect to Closing Net Asset Value is duly and timely delivered pursuant to Section 3.5(b), then within 10 days after the earlier of (A) agreement between the parties pursuant to Section 3.5(c) with respect to Closing Net Asset Value or (B) delivery of the Accountant's calculation of Final Closing StatementNet Asset Value pursuant to Section 3.5(c). (b) The determination Any payment made pursuant to this Section 3.6 shall be made by wire transfer or by delivery to the payee of the Adjusted Payment Amount required amount in immediately available funds. Payee shall be final have designated its preferred method of payment (and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which casewire instructions, if the parties are unable appropriate) for such purpose at least two (2) days prior to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution required payment (or, if not so designated, by certified or official bank check payable in immediately available funds to the order of the dispute pursuant payee in such amount). The amount to be paid under this Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus bear interest on such excess amount from and including the Closing Date to but excluding the date one day prior to payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars a rate per annum equal to the amount of such excessrate publicly announced by The Chase Manhattan Bank in New York, plus interest New York as its 30-day LIBOR rate in effect on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rateplus 25 basis points. Any payments required by Section 3.4 Interest shall be made contemporaneously with calculated daily on the foregoing paymentbasis of a year of 365 days and the actual number of days for which interest is due.

Adjustment of Purchase Price. Within 60 days following the Closing Date (during which time, the Representative shall have reasonable access to the Companies’ books and records during normal business hours upon reasonable prior notice to the Buyer), the Buyer shall deliver to the Representative a combined balance sheet of the Companies (the “Closing Balance Sheet”) and a calculation of the Purchase Price, including each of the Price Components (collectively, with the Closing Balance Sheet, the “Purchase Price Statement”) as of immediately prior to the Closing, but in the case of Working Capital determined as of the end of the business day immediately preceding the Closing. The Purchase Price Statement shall be prepared and the Price Components shall be determined using the same accounting methods, policies, principles, practices and procedures as were used in preparation of the audited combined balance sheet of the Companies as of the fiscal year ended June 30, 2009 and, except as contemplated by this Agreement and the transactions contemplated hereby, shall not include any changes in assets or liabilities as a result of purchase accounting adjustments from the transaction contemplated by this Agreement. The Parties agree that the purpose of preparing the Purchase Price Statement and determining the Price Components contemplated by this Section 1.03 is to measure changes in the Working Capital, and hereby agree that Working Capital shall be determined in accordance with the Working Capital Guidelines attached hereto as Exhibit F. (a) On During the period immediately following the Representative’s receipt of the Purchase Price Statement, the Representative shall be permitted to review the Buyer’s working papers related to the preparation of the Purchase Price Statement and determination of the Price Components and the Purchase Price. The Buyer shall cooperate and provide prompt access to the Companies’ books and records and relevant personnel (including third party consultants and accountants), in each case as reasonably requested by the Representative in connection with the Representative’s review of the Purchase Price Statement. The Purchase Price Statement, Price Components and Purchase Price shall become final and binding upon the Parties 30 days after the Representative’s receipt of all reasonably necessary supporting documentation related to the Purchase Price Statement requested by the Representative (but in no event later than 60 days after Representative’s receipt of the Purchase Price Statement), unless the Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to the Buyer prior to such date. If a timely Notice of Disagreement is received by the Buyer, then the Purchase Price, the Price Components and the Purchase Price Statement (as revised in accordance with clause (x) or before 12:00 noon, Eastern time, (y) below) shall become final and binding upon the Parties on the thirtieth earlier of (30thx) calendar day following the Closing Date, Seller shall deliver date the Parties resolve in writing any differences they have with respect to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth matters specified in the Final Closing StatementNotice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (defined below). During the 30 days following delivery of a Notice of Disagreement, the Buyer and the Representative shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. (b) At the end of the second 30-day period referred to above, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP shall resolve all remaining disputed items, or if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP is unable or unwilling to act as the accounting firm to resolve the remaining disputed items, the Buyer and the Representative shall mutually select a nationally recognized accounting firm (▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP or such mutually selected firm, the “Accounting Firm”) to do so. The Buyer and the Representative shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) that remain in dispute. The Buyer and the Representative shall instruct the Accounting Firm to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the Adjusted Payment Amount Purchase Price calculated with reference to the amounts that are in dispute. The Buyer and the Representative will cooperate with the Accounting Firm during the term of its engagement. The Buyer and the Representative shall be instruct the Accounting Firm to not assign a value to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Representative, on the other hand. The Buyer and the Representative shall also instruct the Accounting Firm to make its determination based solely on written submissions by the Buyer and the Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e. not on the basis of an independent review). The Accounting Firm may, at its discretion, conduct a conference concerning the dispute, at which conference each of the Buyer and the Representative shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. The Purchase Price Statement and the determination of the Purchase Price shall become final and binding on the parties hereto Parties on the thirtieth date the Accounting Firm delivers its final resolution in writing to the Buyer and the Representative (30th) calendar day after receipt which final resolution shall be requested by Purchaser the Buyer and the Representative to be delivered not more than 45 days following submission of such disputed matters), absent manifest clerical errors or fraud. The final resolution will be a reasoned resolution setting forth the Accounting Firm’s reasoning in reaching its determination. In the case of any dispute arising from this Agreement, discovery of the Final Closing StatementAccounting Firm will not be permitted and only the Accounting Firm’s work papers will be disclosed to the Buyer and the Representative. The fees and expenses of the Accounting Firm shall be allocated between Buyer, unless Purchaser shall notify Seller in writing on the one hand, and the Sellers, on the other hand, based upon the percentage which the portion of its disagreement with any the contested amount included therein or omitted therefrom, in which casenot awarded to each Party bears to the amount actually contested by such Party. As an example and for illustrative purposes only, if the parties are unable to resolve Buyer contends the disputed items within ten (10) Business Days Purchase Price is $95,000,000, the Representative contends the Purchase Price is $100,000,000 and the Accounting Firm determines that the Purchase Price is $98,000,000, then the Buyer shall pay 60% of the receipt by Seller fees and expenses of notice the Accounting Firm and the Sellers shall pay 40% of such disagreement, such items in dispute (fees and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexpenses. (c) On or before 12:00 noon, Eastern time, on The Purchase Price as finally determined pursuant to this Section 1.03 is referred to as the fifth “Final Purchase Price.” Within five (5th5) Business Day days after the Adjusted Payment Amount shall have become final and binding or, in determination of the case of a disputeFinal Purchase Price, the date of Representative shall (i) deliver to the resolution of Buyer a schedule indicating each Seller’s Final Pro Rata Share (the dispute pursuant to Section 3.3(b“Final Sellers Allocation Schedule”), if (ii) apply the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest formula set forth on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.Schedule 1.02

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price payable to each Seller shall be subject to adjustment, Eastern as of 11:59 p.m. (New York City time, ) on the thirtieth (30th) calendar day following the Closing Date, to reflect, in accordance with GAAP, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of such Seller's Systems for any period prior to such time on the Closing Date are for the account of the applicable Seller, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of such Seller that Buyer does not assume) attributable to the operation of such Seller's Systems from and after such time on the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price payable to each Seller pursuant to this Section 3.3(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of the Assets or the Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between the applicable Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; (B) the amount of the Accounts Receivable with respect to such Seller; and (C) solely with respect to Enstar II-2, if as of the Closing Date Buyer or an Affiliate of Buyer shall have acquired the Poplar Bluff System, the amount of the product of (I) $300 and (II) the number of Subscribers covered by the Malden Franchise as of the Closing Date; and (D) solely with respect to Enstar IV, if as of the Closing Date Buyer or an Affiliate of Buyer shall have acquired the Poplar Bluff System, the amount of the product of (I) $500 and (II) the number of Subscribers covered by the Dexter Franchise as of the Closing Date; and (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) the amount of all subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date with respect to such Seller's Systems; (B) all accrued and unpaid expenses relating to the ownership or operation of such Seller's Assets and Systems, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between such Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 3.3(a)(i)(A) above); (C) in the event that the Closing Date Subscriber Count (excluding Subscribers served by Illinois Systems) for any of such Seller's Systems (other than Illinois Systems) is less than the Minimum Subscriber Number for such System, the product of (I) the Subscriber Adjustment Amount with respect to such System and (II) the Subscriber Deficiency with respect to such System; (D) in the event that the Closing Date Subscriber Count for any Illinois System Group is less than the Minimum Subscriber Number for such Illinois System Group, an allocated portion of the product of (I) the Group Subscriber Deficiency and (II) the Subscriber Adjustment Amount for such Illinois System Group; which portion shall be determined by allocating said product among the Sellers within such Illinois System Group whose Closing Date Subscriber Counts are less than the respective Minimum Subscriber Numbers for such Sellers, on the basis of the proportion of each such Seller's respective Subscriber Deficiency to the sum of the Subscriber Deficiencies for all such Sellers; (E) with respect to Transferred Employees, accrued obligations for vacation and sick days, subject to Section 6.6(c); (F) any amounts by which the Purchase Price is decreased pursuant to Section 6.12(a), (b) or (c); and (G) any amounts by which the Purchase Price is decreased pursuant to Section 6.17. Sellers shall deliver to Purchaser Buyer, not less than seven (7) Business Days prior to the Final Closing Statement Date, a certificate signed by Sellers (the "Pre-Closing Certificate"), which shall specify each Seller's good faith best estimate of the adjustments to the Purchase Price payable to such Seller required under this Section 3.3(a) above, calculated as of the Closing Date and prepared consistent with GAAP. The Pre-Closing Certificate shall make available be accompanied by reasonably detailed documentation supporting the work paperscalculations set forth therein. Buyer shall have the right to challenge the content of the Pre-Closing Certificate within four (4) Business Days of delivery if Buyer believes, schedules in good faith, that it is in error. Buyer and other supporting data used the applicable Seller shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate(s) prior to the Closing Date. If any such dispute is not resolved prior to the Closing, the amount of the Purchase Price paid to the applicable Seller(s) at Closing shall be based on the adjustments to the Purchase Price for such Seller(s) set forth in the Pre-Closing Certificate. (b) Within 120 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the "Post-Closing Certificate"), which shall set forth Buyer's final adjustments to the Purchase Price payable to each Seller to calculate be made as of the Closing Date pursuant to Section 3.3(a) above and prepare Section 6.17, together with such documentation as may be necessary to support Buyer's determination thereof; and, thereafter, Buyer shall provide each Seller with such other documentation relating to the Final Post-Closing Statement Certificate as such Seller may reasonably request. If a Seller wishes to enable Purchaser dispute the final adjustments to verify the Purchase Price to be made as of the Closing Date pursuant to Section 3.3(a) above, as reflected in the Post-Closing Certificate, such Seller shall, within thirty (30) days after its receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items together with such documentation as Buyer may reasonably request. If any Seller notifies Buyer of its acceptance of the amounts set forth in the Final Post-Closing Statement. Certificate, or if a Seller fails to deliver its report of any proposed adjustments within the thirty (b) The determination of 30)-day period specified in the Adjusted Payment Amount preceding sentence, the amounts set forth in the Post-Closing Certificate for such Seller shall be conclusive, final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Buyer and such Seller as of the Final Closing Statementlast day of such thirty (30)-day period. If Buyer and any Seller cannot resolve any dispute within thirty (30) days after Buyer's receipt of such Seller's written objection, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromBuyer and such Seller, in which caseshall, if within the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice days following expiration of such disagreementthirty (30)-day period, appoint KPMG or such items in dispute (and only other independent public accounting firm of national reputation as is agreed upon by the parties to resolve the dispute, provided such items) firm is not the auditor for either Buyer or the applicable Seller. The cost of retaining such firm shall be determined borne one-half by a nationally recognized independent accounting Buyer and one-half by such Seller. Such firm selected by mutual agreement between Seller shall report its determination in writing to Buyer and Purchaserthe applicable Seller, and such determination shall be final conclusive and binding. Such accounting firm shall be instructed to resolve binding on Buyer and the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between applicable Seller and Purchasershall not be subject to further dispute or review. (c) On If, as a result of any resolution reached by Buyer and any Seller, or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orany determination made by an accounting firm, in the either case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if Buyer is finally determined to owe any amount to any Seller, or any Seller is finally determined to owe any amount to Buyer, the Adjusted Payment Amount exceeds obligor shall pay such amount to the Estimated Payment Amountother party hereto within three (3) Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to the applicable Seller or such Seller shall pay to Purchaser an amount in U.S. dollars equal to Buyer, as the case may be, the amount due such other party with respect to any item that is not in dispute within three (3) Business Days of the date on which a dispute no longer exists in immediately available funds to an account or accounts specified in writing by the obligee. Sellers acknowledge and agree that any amount determined to be payable to Buyer by any Seller pursuant to Section 3.3(b) shall be paid by such excess, plus interest on such excess amount Seller and shall not be limited by nor disbursed from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentIndemnity Fund.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day As soon as practicable following the Closing Date, Seller and in any event within sixty (60) days of the Closing Date, the Purchaser shall prepare and deliver to Vendor the Statement of Adjustments together with a certificate executed by the Purchaser certifying that the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth information contained in the Final Statement of Adjustments is true and complete and fairly reflects the information contained in the accounting records of Mexgold (on a consolidated basis) as of the Closing StatementDate. The Vendor shall have twenty (20) days following receipt of any Statement of Adjustments to complete a review of such Statement of Adjustments. If the Vendor disputes the accuracy of all or any part of the Statement of Adjustments, or any of them, it shall deliver, within a further period of ten (10) days following completion of such review of the Statement of Adjustments by the Vendor, notice of such dispute to the Purchaser, which notice shall include a reasonably detailed explanation of the dispute. If the Vendor does not dispute the accuracy of all or any part of the Statement of Adjustments, the Statement of Adjustments will be binding and conclusive on the Parties and be used in calculating the Adjustment Amount. (b) The determination In the event of a dispute in respect of the Adjusted Payment Amount Statement of Adjustments, the Chief Financial Officer of each of the Vendor and the Purchaser shall negotiate in good faith to resolve such dispute. In the event that the Chief Financial Officers are unable to resolve the dispute within ten (10) days, they shall promptly submit such dispute to a mutually agreed upon and nationally recognized independent accounting firm which does not audit the financial statements of, or provide tax, consulting or other services to, either the Purchaser or the Vendor or any of their Affiliates. If the Vendor and the Purchaser cannot agree to the selection of an accounting firm within a further period of five (5) days, the Vendor’s and the Purchaser’s existing auditors shall mutually select an independent accounting firm (in each case as so selected, the “Auditor”). The Auditor shall be instructed to deliver as soon as practicable, and in any event within thirty (30) days, a decision in writing in respect of such dispute or disagreement on the basis of the information provided to it. The Auditor’s decision in respect of such dispute shall be final and binding on the parties hereto on Parties hereto, without any right of appeal, and shall deal with the thirtieth issue of costs of resolving such dispute and all matters related thereto. The Purchaser and Vendor will each bear fifty percent (30th50%) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days fees and costs of the receipt by Seller of notice of such disagreement, such items Auditor incurred in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserconnection with its decision. (c) On or before 12:00 noon, Eastern time, on If the fifth Statement of Adjustments shows a Working Capital that is greater than nil (5thpositive) the Purchase Price shall be adjusted upward by the amount by which the Working Capital exceeds nil. If the Statement of Adjustments shows a Working Capital that is less than nil (negative) the Purchase Price shall be adjusted downward by the amount by which the Working Capital exceeds nil. (d) If the Statement of Adjustments shows a Working Capital that is greater than nil (positive) the Purchaser shall within two (2) Business Day after Days following the Adjusted Payment Amount shall have become final and binding orlater of: (i) completion of the review by the Vendor or its representatives of the Adjustment Statements in accordance with section 2.4(a) above, or (ii) the resolution, in the case accordance with section 2.4(b) above, of a dispute, the date any dispute that may arise in respect of the resolution of Adjustment Statements (the dispute pursuant to Section 3.3(b“Adjustment Date”), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser the Vendor, as an adjustment to the Purchase Price, an amount in U.S. dollars equal to the amount by which the Working Capital is greater than nil. (e) If the Statement of such excessAdjustments shows a Working Capital that is less than nil (negative) the Vendor shall within two (2) Business Days following the Adjustment Date, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Purchaser, as an adjustment to the Purchase Price, an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from (expressed as a positive number) by which the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentWorking Capital is less than nil.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 60 days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Sellers’ Representative: (i) the Closing Statement Date Financial Statements prepared in accordance with GAAP consistent with the methodology used in the Annual Unaudited Financial Statements; (ii) the calculation of the Closing Cash, Closing Indebtedness, Closing Transaction Expenses and shall make available the work papersClosing Working Capital, schedules and other supporting data in a manner consistent with the method used by Seller to calculate and prepare the Final items as delivered by the Sellers’ Representative under Section 2.2(b) based on such Closing Statement to enable Purchaser to verify Date Financial Statements; and (iii) the amounts set forth in calculation of the Final Purchase Price (collectively, the “Closing StatementCalculation”). (b) The determination Sellers shall provide the Purchaser and its Representatives access, upon every reasonable request, to all work papers and accounting books and records relating to the Acquired Entities in the possession of the Adjusted Payment Amount shall be final and binding on Sellers or their Representatives, to assist the parties hereto on Purchaser in the thirtieth (30th) calendar day after receipt by Purchaser preparation of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserCalculation. (c) On or before 12:00 noon, Eastern time, on After delivery of the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Calculation, the date Purchaser shall provide the Sellers’ Representative access, upon every reasonable request, to all work papers of the resolution Purchaser, accounting books and records of the dispute pursuant Acquired Entities and the appropriate personnel to Section 3.3(b)verify the accuracy, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal presentation and other matters relating to the amount Closing Calculation and the preparation of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal Financial Statements. (d) The Sellers’ Representative may object to the amount of such excess, plus interest on such excess amount Closing Calculation by written notice from the Closing Date Sellers’ Representative to but excluding the payment datePurchaser within thirty (30) days following receipt thereof, at which notice shall specify in reasonable detail, to the Federal Funds Rate. Any payments required by Section 3.4 extent possible, those items or amounts as to which the Sellers’ Representative objects (the “Objection Notice”) and the Parties shall be made contemporaneously with the foregoing payment.deemed to have agreed upon all other items and amounts contained in such Closing Calculation which are not impacted by items or amounts objected to in the

Adjustment of Purchase Price. (a) On Except as otherwise set forth in the LMA, all operating income and operating expenses of the Station that are included in the Station Assets shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noon, Eastern time, 11:59 p.m. on the thirtieth day immediately preceding the Closing Date (30ththe “Effective Time”) calendar day shall be for the account of Seller, and all income and expenses attributable to the operation of the Station after the Effective Time shall be for the account of Buyer. Such prorations shall include without limitation all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 14.3(b)), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under Station Agreements and similar prepaid and deferred items. Seller shall receive a credit for all of the Station’s deposits and prepaid expenses. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (c) Prorations and adjustments shall be made at Closing to the extent practicable. For purposes of making the final adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List(s) shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer within five (5) Business Days of receiving the Final Closing Statement Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall make available pay such amount to Seller within five (5) Business Days of delivering the work papersAdjustment List(s) to Seller if both parties agree on the amount. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, schedules and other supporting data used by Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to calculate a firm of independent certified public accountants, mutually acceptable to Seller and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableparties. The fees and expenses of any such accounting firm accountants shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, paid by the party who does not prevail on the fifth (5thdisputed matters decided by the accountants. As set Purchase Agreement KTRB(AM) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case Page 11 of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.52

Adjustment of Purchase Price. (ai) On or before 12:00 noonAt the Closing, Eastern timeInConcert shall deliver to Buyer a balance sheet of the InConcert Business as of the Closing Date (the "Closing Balance Sheet"). Using the Closing Balance Sheet and the Balance Sheet (as defined in Section 2.4), on InConcert shall prepare and deliver to Buyer within two weeks ----------- after the thirtieth (30th) calendar day following Closing Date a calculation of any change in net assets of the InConcert Business from the date of Balance Sheet to the Closing Date. The Closing Balance Sheet and the calculation of any change in net assets shall be prepared using generally accepted accounting principles ("GAAP") consistently applied. If the net assets of InConcert as of the Closing Date shall not exceed the amount of liabilities reflected on the Balance Sheet by at least $600,000 (a "Shortfall"), Seller the Purchase Price shall be reduced by the amount of such Shortfall (a "Purchase Price Reduction"). (ii) If Buyer objects to InConcert's calculation of any Shortfall, then, within two weeks after the delivery to Buyer of such calculation, Buyer shall deliver to Purchaser InConcert a written notice describing in reasonable detail Buyer's objections to InConcert's calculation (an "Objection Notice"). If Buyer shall not have delivered an Objection Notice to InConcert within such two week period, or if Buyer earlier informs InConcert that it accepts InConcert's calculation of any Shortfall, then InConcert's calculation shall be binding and conclusive on Buyer. If Buyer delivers an Objection Notice to InConcert, and if Buyer and InConcert are unable to agree upon the Final Closing Statement and calculation of the Shortfall, within thirty (30) days after an Objection Notice is delivered to InConcert, the dispute shall make available the work papers, schedules and other supporting data used be finally settled by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) a mutually acceptable independent accounting firm. The determination by the independent accounting firm of the Adjusted Payment Amount Shortfall shall be final conclusive and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser hereto. Buyer and InConcert shall each bear and pay one-half of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice fees and other expenses of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserfirm. (ciii) On or before 12:00 noon, Eastern time, on the fifth Within three (5th3) Business Day business days after the Adjusted Payment Amount final determination of any Shortfall in accordance with Section 1.2(b)(ii), InConcert -------------- shall have become final deliver to Buyer any Purchase Price Reduction by wire transfer in accordance with Buyer's instructions. (iv) If, subsequent to the Closing Date, Buyer shall collect amounts due under the Software License and binding orMaintenance and Support Agreement dated March 31, 1999 between InConcert and UUNet Tech., Inc. (the "UUNet Amount") in accordance with the case terms and conditions of a disputesuch agreement, Buyer shall remit the date lesser of the resolution of Shortfall or the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment UUNet Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than seven (30th7) calendar day following Business Days prior to the Closing Date, Seller Fimalac shall deliver to Purchaser a statement setting forth the Final amount of Indebtedness expected to be outstanding as of the close of business on the Business Day immediately preceding the Closing Statement Date (the “Estimated Closing Indebtedness”). The Estimated Closing Indebtedness shall include the amount of all interest, penalties, commissions, prepayment fees and other costs which will be payable in connection with the repayment of such Indebtedness in accordance with the provisions of Section 5.5(a). The statement of Estimated Closing Indebtedness shall provide reasonable details, on an item by item basis, specifying the nature of each item of Indebtedness and the Company or the Subsidiary owing such Indebtedness, and shall make available include all statements from the work papers, schedules banks and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts relevant lenders set forth in Section 5.5(a) hereof. The statement of Estimated Closing Indebtedness shall be prepared in accordance with GAAP, as applied by the Final Closing StatementCompany on a basis consistent with the 2004 Consolidated Financial Statements. (b) The determination Within fifty (50) days after the Closing Date, Purchaser shall prepare and deliver to Fimalac statements setting forth Cash and Cash Equivalents as of the Adjusted Payment Amount close of business on the Business Day immediately preceding the Closing Date (the “Closing Cash Position”) and the Net Working Capital as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Net Working Capital”). For the avoidance of doubt, the payment of the Brand Transfer Consideration and the Closing Dividend shall be final disregarded for purposes of calculating the Closing Cash Position. The statement of Closing Cash Position shall include all bank statements and binding on other records and documents supporting the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser calculation of the Final Closing Statement, unless Purchaser shall notify Seller in writing Cash Position. The statement of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) Closing Net Working Capital shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller in the form of Exhibit A hereto (which for illustrative purposes only sets forth Net Working Capital as of December 31, 2004) and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve prepared in accordance with GAAP, as applied by the disputed items within ten (10) Business Days of engagement, to Company on a basis consistent with the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser2004 Consolidated Financial Statements. (c) On or before 12:00 noonFimalac and Purchaser shall have fifty (50) days after the delivery of the statements of Closing Cash Position and Closing Net Working Capital during which to review such statements and the Statement of Estimated Closing Indebtedness. Unless either Party notifies the other in writing within such fifty (50) day period of any good faith objection to any of such statements, Eastern timespecifying in reasonable detail the items and amounts subject to such objection (the “Disputed Items”), any of the statements to which no such objection shall have been so made shall be conclusive and binding on Shareholders and Purchaser. If, within such fifty (50) day period, a Party notifies the other in writing of any such objection, then the Parties shall use reasonable efforts for fifty (50) days after the expiration of such initial fifty (50) day period to resolve in good faith their differences and agree upon any adjustments to the statements of Closing Cash Position, Closing Net Working Capital and Estimated Closing Indebtedness, as the case may be. In the case of the Estimated Closing Indebtedness, such adjustments shall be those necessary to reflect the outstanding amount of Indebtedness as of the close of business on the fifth (5th) Business Day immediately preceding the Closing Date increased by the amount of all interest, penalties, commissions, prepayment fees and other costs which have been determined to be payable in connection with the reimbursement by the Company and its Subsidiaries of the Indebtedness on the first Business Day after the Adjusted Payment Amount Closing Date as contemplated in Section 5.5(a) (such amount, the “Closing Indebtedness”). Any Disputed Items which are not resolved by the mutual agreement of Purchaser and Fimalac within such fifty (50) day period shall be submitted for resolution to an internationally recognized independent certified public accounting firm that may be mutually acceptable to Fimalac and Purchaser (the “Independent Accounting Firm”). If the Independent Accounting Firm shall have become final refused its mission and Fimalac and Purchaser shall not have succeeded within a ten (10) day period in naming a mutually acceptable replacement, either Party shall be entitled to request the designation of an Independent Accounting Firm by the President of the Commercial Court (Tribunal de commerce) of Paris. Fimalac and Purchaser shall instruct the Independent Accounting Firm to limit its examination to the unresolved Disputed Items, to resolve any such unresolved Disputed Items in accordance with the requirements of this Agreement for any such items (including, with respect to Indebtedness, the last sentence of 1.3(a)), and to use its best efforts to make its determination thereon within sixty (60) days after the referral of the Disputed Items to it in accordance herewith. The resolution of any such unresolved Disputed Items by such Independent Accounting firm shall be made in a writing delivered to Fimalac and Purchaser and shall be final, conclusive and binding or, upon Shareholders and Purchaser. The fees and expenses charged by the Independent Accounting Firm shall be borne by the Parties in a manner that is proportionate to the case final decision of a disputethe Independent Accounting Firm. For purposes of verifying the Closing Indebtedness, the date Closing Cash Position and the Closing Net Working Capital, Purchaser shall promptly provide such access as Fimalac, its accountants or the Independent Accounting Firm may reasonably require, (i) to the books, records and accounts of the resolution Company and its Subsidiaries, and (ii) to the personnel or accountants responsible for the finances and accounts of the dispute pursuant Company and its Subsidiaries. Any delay in providing such access shall toll the respective periods set forth above. For purposes of Section 1.4 hereof, the amounts agreed or determined following the procedures set forth in this Section shall constitute the Closing Indebtedness, the Closing Cash Position and the Closing Net Working Capital. The amount corresponding to Section 3.3(b), if the Adjusted Payment Amount exceeds Closing Indebtedness minus the Estimated Payment Amount, Seller Closing Cash Position shall pay to Purchaser an amount in U.S. dollars equal to constitute the Closing Net Indebtedness. (d) The Purchase Price shall be increased by the amount of any net sale proceeds resulting from the sale of the Italian Lands, provided that the Company or the selling Subsidiary receives such excess, plus interest on such excess amount from sales proceeds no later than one hundred and eighty (180) days after the Closing Date to but excluding (the payment date“Additional Consideration”). For purposes of this purchase price adjustment, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 sale proceeds shall be made contemporaneously with calculated net of any Transfer Taxes, capital gain Taxes and other applicable Taxes and shall be reduced by the foregoing paymentamount of any broker, finder or agent fee.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeAll income and expenses (including prepaid expenses) of the Property that are not the obligation of the Tenant under the Amended and Restated Lease Agreement shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the thirtieth date (30ththe “Proration Date”) calendar day following immediately preceding the Closing DateClosing. Such items to be prorated shall include, without limitation: (i) Rent and other payments under the Amended and Restated Lease Agreement; and (ii) Real property taxes. Buyer and Seller shall deliver prepare a proposed schedule (the “Proration Schedule”) prior to Purchaser Closing, that shall include the Final Closing Statement items listed above and shall make available any other applicable income and expenses with regard to the work papers, schedules Property. Seller and other supporting data used by Seller Buyer will use all reasonable efforts to calculate finalize and prepare agree upon the Final Closing Statement Proration Schedule at least two (2) business days prior to enable Purchaser to verify the amounts set forth in the Final Closing StatementClosing. (b) The determination of To the Adjusted Payment Amount extent not otherwise provided for under the Amended and Restated Lease Agreement, any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify either paid to Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseor, if the parties are unable assigned to resolve the disputed items within ten (10) Business Days of the receipt by Buyer, Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by receive a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of credit at Closing for any such accounting firm shall be divided equally between Seller and Purchaserdeposits. (c) On Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from Tenant for rent due for any period prior to the Proration Date or before 12:00 noonpayment of any other receivable of Seller, Eastern time, on Buyer shall forward such payment to Seller. (d) Buyer shall receive all income from and shall be responsible for all expenses of the fifth (5th) Business Day Property attributable to the period from and after the Adjusted Payment Amount shall have become final Proration Date, unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and binding or, in after the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountProration Date, Seller shall pay forward such payment to Purchaser an amount in U.S. dollars equal to the amount Buyer. (e) The parties agree that any amounts that may become due under this Section 2.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 pro-rated items shall be made contemporaneously by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.4 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation. (f) This Section 2.4 shall survive the foregoing paymentClosing.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe date preceding the Closing Date shall be for the account of Seller, Eastern timeand all such income and expenses attributable to the operation of the Station on and after the Closing Date shall be for the account of Buyer. The net amount by which the Purchase Price is to be increased or decreased in accordance with this Section is herein referred to as the "Adjustment Amount". (b) Without limiting the generality of the foregoing: (i) Seller shall receive a credit for the unapplied portion, as of Closing, of the security deposits made by Seller under those Station Agreements assumed by Buyer at Closing in accordance with Section 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount equal to the financial value (determined in accordance with generally accepting accounting principles) of all time required to be broadcast on the thirtieth Station on or after the Closing Date under the Trade Agreements, and Seller shall be given a credit (30th"Seller's Trade Credit") calendar day following for the financial value (determined in accordance with generally accepted accounting principles) of the goods and services to be received on or after the Closing Date under the Trade Agreements, provided that Seller's Trade Credit shall in no event exceed Buyer's Trade Credit; (iii) Buyer shall be given a credit equal to the amount or value of both cash and noncash consideration that Seller has not paid or provided prior to the Closing Date for programming run by the Station prior to the Closing Date. (iv) with respect to each vacation or portion thereof earned but not taken before the Closing Date by each Station employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof, including applicable payroll taxes. (v) The credit given Seller for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Seller shall deliver provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Purchaser Buyer, the Final Purchase Price payable on the Closing Statement Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, the Purchase Price payable on the Closing Date shall make available be increased by the work papersamount of such preliminary Adjustment Amount. Thereafter, schedules Seller and other supporting data used by its auditors and Buyer and its auditors shall have ninety (90) days after the Closing Date to review the Preliminary Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to calculate reach agreement on the final Adjustment Amount as of the Closing Date. If agreement is reached within ninety (90) days after the Closing Date, then upon reaching such agreement, Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and prepare (ii) the Final Closing Statement to enable Purchaser to verify the amounts set forth preliminary Adjustment Amount indicated in the Final Closing StatementPreliminary Adjustment Report. Any such payment shall be made as provided in Section 2.7(g). If agreement is not reached within such 90-day period, then the dispute resolutions of Section 2.7(e) shall apply. (be) If Seller and its auditors and Buyer and its auditors do not, within the 90-day period specified in Section 2.7(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") selected by Seller and Buyer shall resolve the disputed items. If Seller and Buyer do not agree on the Arbitrating Firm within five (5) days, the Arbitrating Firm shall be a nationally recognized accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjusted Payment Adjustment Amount, the basis for its determination, whether Buyer's or Seller's written position as to the Adjustment Amount is closer to its own determination, and whether its own determination of the Adjustment Amount is within a range that (i) equals twenty percent (20%) of the absolute difference between the written positions of Buyer and Seller as to the Adjustment Amount and (ii) has a midpoint equal to the median of such written positions of Buyer and Seller (the "Mid-Range"). Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Adjustment Amount, Seller shall pay to Purchaser Buyer, or Buyer shall pay to Seller, as the case may be, an amount in U.S. dollars equal to the amount difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in Section 2.7(g). (f) If the Arbitrating Firm determines that the written position of such excessBuyer concerning the Adjustment Amount is closer to its own determination, plus interest on such excess amount from Seller shall pay the Closing Date fees and disbursements of the Arbitrating Firm in connection with its analysis. If the Arbitrating Firm determines that the written position of Seller concerning the Adjustment Amount is closer to but excluding its own determination, Buyer shall pay the payment date, at fees and disbursements of the Federal Funds Rate orArbitrating Firm in connection with its analysis. However, if the Estimated Payment Arbitrating Firm's determination of the Adjustment Amount exceeds is within the Adjusted Payment AmountMid-Range, Purchaser Seller and Buyer shall each pay to Seller an amount one-half of the fees and disbursements of the Arbitrating Firm in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. connection with its analysis. (g) Any payments required by under Section 3.4 2.7(d) or (e) shall be made contemporaneously with paid by wire transfer in immediately available funds to the foregoing paymentaccount of the payee at a financial institution in the United States and shall for all purposes constitute an adjustment to the Purchase Price.

Adjustment of Purchase Price. (a) On or before 12:00 noonAs promptly as practicable following the Closing Date, Eastern time, on the thirtieth (30th) calendar day following but in no event later than 90 days after the Closing Date, Seller shall deliver prepare and submit to Purchaser Buyer an audited schedule setting forth, in reasonable detail, Seller's calculation of the Net Assets of PRC immediately prior to the Closing (the "Proposed Final Net Asset Amount") certified by Ernst & Young LLP. Buyer shall cause personnel of the PRC Companies to be reasonably available to assist Ernst & Young LLP in its preparation of the Proposed Final Net Asset Amount. In the event Buyer disputes the correctness of the Proposed Final Net Asset Amount, Buyer shall notify Seller of its objections within six months of the Closing Statement Date and shall make available set forth, in reasonable detail, the work papersreasons for Buyer's objections. If Buyer fails to deliver such notice within such time, schedules Buyer shall be deemed to have accepted Seller's calculation. Buyer and other supporting data used by Seller shall endeavor in good faith to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement.resolve any disputed items within 20 days after Seller's receipt of (b) The determination of Proposed Final Net Asset Amount and the Adjusted Payment Final Net Asset Amount shall be final and binding on determined in accordance with GAAP (except as otherwise set forth in the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromFinancial Statements), in which casea manner consistent with the Special Purpose Statement of Net Assets as of September 30, if 1995, and as provided in the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent Financial Statements. The accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall to resolve any disputes will be instructed to resolve determine the disputed items within ten (10) Business Days of engagement, to Final Net Asset Amount in the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchasersame manner. (c) On or before 12:00 noon, Eastern time, on If the fifth (5th) Business Day after the Adjusted Payment Final Net Asset Amount shall have become final and binding or, in the case of a disputeis greater than $205,333,000, the date of the resolution of the dispute pursuant difference shall be paid to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus by Buyer with interest on such excess amount thereon from the Closing Date to but excluding the date of payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars a rate per annum equal to the amount of such excessper annum interest rate announced from time to time by Citibank, plus N.A. as its prime rate in effect. If the Final Net Asset Amount is less than $205,333,000, the difference shall be paid to Buyer by Seller with interest on such excess amount thereon from the Closing Date to but excluding the date of payment dateat a rate per annum equal to the per annum interest rate announced from time to time by (d) The fees and expenses, at if any, of the Federal Funds Rate. Any payments required by accounting firm selected to resolve any disputes between Buyer and Seller in accordance with Section 3.4 2.3(a) shall be made contemporaneously with the foregoing paymentpaid one-half by Seller and one-half by Buyer.

Adjustment of Purchase Price. Notwithstanding the foregoing, each of the payments of the Purchase Price described above shall be subject to the following reductions and adjustments: (ai) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 45 days of the Closing Date, Seller shall Step▇▇ ▇▇▇ll deliver to Purchaser a balance sheet (the Final "Closing Statement and Balance Sheet") of Step▇▇ ▇▇ of the Closing Date. The Closing Balance Sheet shall make available be audited, at Purchaser's expense, by the work papersaccounting firm of Chassin Levi▇▇ ▇▇▇e▇ & Company. If retained earnings reflected on the Closing Balance Sheet are less than $1,577,000, schedules and other supporting data used the Step▇▇ ▇▇▇reholders shall pay to Step▇▇ ▇▇▇ amount by Seller to calculate and prepare which retained earnings is less than $1,577,000. If retained earnings reflected on the Final Closing Statement to enable Purchaser to verify Balance Sheet are greater than $1,577,000, then Step▇▇ ▇▇▇ll pay Step▇▇ ▇▇▇reholders the amounts set forth in the Final Closing Statementamount by which retained earnings exceeds $1,577,000. (bii) The determination If Purchaser disagrees with the Closing Balance Sheet, it shall, within 30 days after receipt of the Adjusted Payment Amount shall be final and binding on Closing Balance Sheet, give written notice ("Purchaser's Objection") to the parties hereto on Step▇▇ ▇▇▇reholders setting forth the thirtieth (30th) calendar day after receipt by Purchaser basis of the Final Closing Statement, unless Purchaser shall notify Seller Purchaser's Objection in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementreasonable detail and, to the extent reasonably practicable, the adjustments to the Closing Balance Sheet which Purchaser believes should be made. Failure to so notify the Step▇▇ ▇▇▇reholders shall constitute acceptance and approval of the Closing Balance Sheet. If the Step▇▇ Shareholders agree that any change proposed by Purchaser is appropriate, the change shall be made to the Closing Balance Sheet. If the proposed change is in dispute by the Step▇▇ Shareholders, then Purchaser and the Step▇▇ ▇▇▇reholders shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of 30 days following the date on which Purchaser gives Step▇▇ Shareholders notice of any proposed change, any such proposed change still remains disputed, then a major accounting firm mutually acceptable to Purchaser and Step▇▇ ▇▇▇reholders (the "Accounting Firm") shall be engaged to resolve any remaining disputes. If the Step▇▇ ▇▇▇reholders and Purchaser fail to reach agreement on the Accounting Firm, then each party shall appoint an expert and the two experts shall select the Accounting Firm. The Accounting Firm shall determine, based solely on independent review of material it deems appropriate, only those issues still in dispute. The Accounting Firm's determination shall be made within 30 days following the date on which the dispute is submitted and shall be final, binding and conclusive. The fees and any expenses of any such accounting firm the Accounting Firm shall be divided shared equally between Seller by the Step▇▇ ▇▇▇reholders and Purchaser. (ciii) On or before 12:00 noonOnce the Accounting Firm makes a final determination of retained earnings, Eastern time, on the fifth (5thany amount due under this Section 1.3(a) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal be remitted to the amount of such excess, plus appropriate party along with interest on such excess amount from the Closing Date to but excluding the payment datedate calculated at a rate equal to the prime rate (Chase Manhattan Bank) less 1%. (b) Subject to the provisions of subsection (c) of this Section 1.3, at the Federal Funds Rate orFirst Anniversary Payment, the Second Anniversary Payment and the Third Anniversary Payment will be reduced and adjusted as follows: (i) If Step▇▇'▇ ▇▇▇TDA (as hereinafter defined) for Year 1 (as hereinafter defined) is less than $3,900,000, the First Anniversary Payment shall be reduced by the amount of $1.00 for each $1.00 that Step▇▇'▇ ▇▇▇TDA is less than $3,900,000; provided, however that such First Anniversary Payment shall not be reduced below $2,400,000. (ii) If Step▇▇'▇ ▇▇▇TDA for Year 2 (as hereinafter defined) is less than $3,900,000, the Second Anniversary Payment shall be reduced by the amount of $1.00 for each $1.00 that Step▇▇'▇ ▇▇▇TDA is less than $3,900,000; provided, however that such Second Anniversary Payment shall not be reduced below $2,400,000. (iii) If Step▇▇'▇ ▇▇▇TDA for Year 3 (as hereinafter defined) is less than $3,900,000, the Third Anniversary Payment shall be reduced by the amount of $1.00 for each $1.00 that Step▇▇'▇ ▇▇▇TDA is less than $3,900,000; provided, however that such Third Anniversary Payment shall not be reduced below $2,400,000. (c) Notwithstanding the foregoing, if Step▇▇'▇ ▇▇▇TDA during Year 2 or Year 3 is greater than $3,900,000, the Estimated amount of such excess will offset any reduction in Purchase Price resulting from Step▇▇'▇ EBITDA being below $3,900,000 for any prior or subsequent Year, and will reduce the amount of any reduction in Purchase Price taken in accordance with subsection (b) of this Section 1.3. For example, if Step▇▇'▇ ▇▇▇TDA in Year 1 is $3,500,000 and in Year 2 is $4,400,000, the $400,000 reduction in the First Anniversary Payment Amount exceeds taken as a result of the Adjusted Payment Amount, Purchaser shall pay to Seller an amount deficit in U.S. dollars equal Year 1 will be recouped in Year 2 up to the amount of such excessthe excess in Year 2, plus interest on and the amount of the Second Anniversary Payment will be $4,500,000. As a further example, if Step▇▇'▇ ▇▇▇TDA in Year 1 is $3,500,000, in Year 2 is $3,800,000, and in Year 3 is $4,800,000, the combined deficit of $500,000 in Year 1 and Year 2 will be recouped as a result of the excess in Year 3, and the Third Anniversary Payment will be $4,500,000. (d) Payment of the Second Anniversary Payment and/or the Third Anniversary Payment under Section 1.2(b), 1.2(c) and 1.2(d) above will be accelerated in the event Step▇▇'▇ ▇▇▇TDA during Year 1 or Year 2 is greater than $3,900,000, as described below: (i) If Step▇▇'▇ ▇▇▇TDA for Year 1 is in excess of $3,900,000, the amount of such excess will be paid together with the First Anniversary Payment of $4,000,000 provided that the total amount from paid on the Closing First Anniversary Date shall not exceed $12,000,000. Such excess payment will result first in a reduction in the amount of the Third Anniversary Payment and thereafter a reduction in the Second Anniversary Payment. (ii) If Step▇▇'▇ ▇▇▇TDA for Year 2 is in excess of $3,900,000, the amount of such excess will be paid together with the Second Anniversary Payment; provided that the aggregate amount paid in both the First Anniversary Payment and the Second Anniversary Payment shall not exceed $12,000,000. (iii) In the event the First Anniversary Payment and/or the Second Anniversary Payment is in excess of $4,000,000, the Third Anniversary Payment will not exceed the remaining unpaid portion of the aggregate of $12,000,000 owed under Sections 1.2(b), 1.2(c) and 1.2(d) above. (e) Within 30 days after the First Anniversary Date, the Second Anniversary Date and the Third Anniversary Date, Purchaser shall prepare and deliver to but excluding Step▇▇ ▇▇▇reholders a profit and loss statement (a "Profit and Loss Statement") for Step▇▇ (▇▇cluding Step▇▇'▇ ▇▇▇TDA) for Year 1, Year 2 and Year 3, respectively. Step▇▇ ▇▇▇reholders and their accounting firm shall be entitled to review the payment datebooks, at records, work papers and other documents used by Purchaser and its accountants in preparing the Federal Funds RateProfit and Loss Statements. Any payments required If Step▇▇ ▇▇▇reholders disagree with the Profit and Loss Statement, they shall, within 30 days after receipt of such Profit and Loss Statement, give written notice ("Step▇▇ ▇▇▇reholders' Objection") to Purchaser setting forth in reasonable detail the basis of the Step▇▇ ▇▇▇reholders' Objection and, to the extent practicable, the adjustments to the Profit and Loss Statement which Step▇▇ ▇▇▇reholders believe should be made. Failure to so notify Purchaser shall constitute acceptance and approval of the Profit and Loss Statement. If Purchaser agrees that any change proposed by Section 3.4 Step▇▇ ▇▇▇reholders is appropriate, the change shall be made contemporaneously to the Profit and Loss Statement. If the proposed change is in dispute by Purchaser, then Purchaser and Step▇▇ ▇▇▇reholders shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of 30 days following the date on which Step▇▇ ▇▇▇reholders give Purchaser notice of any such proposed change, any such proposed change still remains disputed, then the Accounting Firm (selected in accordance with Section 1.3(a)(iii)) shall be engaged to resolve any remaining disputes. The Accounting Firm shall determine, based solely on independent review of material it deems appropriate, only those issues still in dispute. The Accounting Firm's determination shall be made within thirty (30) days following the foregoing paymentdate on which the dispute is submitted and shall be final, binding and conclusive. The fees and any expenses of the Accounting Firm shall be shared equally by Step▇▇ ▇▇▇reholders and Purchaser. (f) Notwithstanding anything herein to the contrary, any amounts payable on the First, Second or Third Anniversary Date that are not being disputed pursuant to Section 1.3(e) or subject to Offset (as hereinafter defined) shall be paid within 60 days of the First, Second or Third Anniversary Date, respectively.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Following the Closing Date, Seller the Purchase Price shall deliver be adjusted as of the Closing Date (the "Purchase Price Adjustment") (a) to Purchaser reduce the Final Closing Statement and shall make available Purchase Price by the work papersamount allocated to any damaged or destroyed Assets as contemplated by Article 17; (b) to account for a proration of personal property taxes on the Assets, schedules lease payments, utilities, telephone service and other supporting data used items commonly prorated; (c) to account for any of the Assets that the Purchaser and Seller contemplated would be returned by Seller to calculate John ▇▇▇re, but were not actually returned to John ▇▇▇re; and prepare (d) to account for the Final actual amount, as of the Closing Statement Date, of the amounts to enable be paid by Purchaser under Sections 3.1(b)-(f) to be made. Purchaser and Seller shall jointly determine not later than November 30, 1997, the net amount of all adjustments described under Section 21(a)-(d) above (the "Adjustment Amount") and Purchaser or Seller shall pay to the other the amount necessary to compensate for the increase or decrease, respectively, in the final adjusted Purchase Price from the Purchase Price estimated and paid at Closing. All amounts owed as a result of the adjustment shall first be satisfied by payment from the Escrowed Funds to the party entitled to receive same, with any amounts owed in excess of the Escrowed Funds being paid directly from Seller to Purchaser, or Purchaser to verify Seller, as applicable. If Purchaser and Seller have not determined on or before November 30, 1997, the amounts set forth Adjustment Amount, then Seller shall cause its independent public accountants to meet with Purchaser's independent public accountants in an attempt to resolve any differences. If such independent public accountants are unable to resolve the Final Closing Statement. (b) The differences, then the issues in dispute shall be submitted to a third firm selected by the independent accountants of Purchaser and Seller, for resolution, and the determination of the Adjusted Payment Amount such independent public accountants shall be final and binding on upon the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserparties. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)subsection 3.3 (b) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.Purchaser

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. Purchaser and Seller have selected Willamette Management Associates (athe "Appraiser") On or before 12:00 noon, Eastern time, to determine the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates on the thirtieth Closing Date (30th) calendar day following the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,021.10 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (a) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Purchaser Seller the Final difference between the Appraised Value and the Estimated Fair Market Value paid on the Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate. (b) The determination of In the Adjusted Payment Amount event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall be final and binding refund to Purchaser the difference between the Estimated Fair Market Value paid on the parties hereto on Closing Date and the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final Appraiser determines the Appraised Value, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and binding or, in the case terms of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. (a) On or before 12:00 noonIf the market closing price of 127,489 Class A shares of Johnson Outdoors, Eastern time, Inc. on the thirtieth business day immediately pro▇▇▇▇▇▇▇ the Closing Date (30ththe "Class A Market Value") calendar day following is not $2,562,528.90 (the "Class A Purchase Price"), then within a reasonable period after the Closing Date, Purchaser and Seller agree the following will occur: (i) In the event the Class A Market Value exceeds the Class A Purchase Price, Purchaser shall deliver to Seller the difference between the Class A Market Value and the Class A Purchase Price paid on the Closing Date. (ii) In the event the Class A Purchase Price exceeds the Class A Market Value, Seller shall refund to Purchaser the Final difference between the Class A Purchase Price paid on the Closing Statement Date and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementClass A Market Value. (b) The determination Purchaser and Seller have selected Willamette Management Associates (the "Appraiser") to determine the fair market value of the Adjusted Payment Amount shall be final Option Assets consisting of Class B shares and binding Class B voting trust certificates on the parties hereto Closing Date (the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,021.10 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (i) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Seller the difference between the Appraised Value and the Estimated Fair Market Value paid on the thirtieth Closing Date. (30thii) calendar day after receipt by In the event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall refund to Purchaser of the Final difference between the Estimated Fair Market Value paid on the Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if Date and the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final and binding orClosing Date, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal as to the amount of such excesspurchase described in subparagraph (a) above, plus interest on such excess amount from or within a reasonable time after the Closing Date to but excluding Appraiser determines the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal Appraised Value as to the amount purchase described in subparagraph (b) above, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and the terms of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Shareholders the Net Book Value Schedule and its calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon. The Net Book Value Schedule shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth be prepared in the Final Closing Statementaccordance with GAAP. (b) The Shareholders shall have thirty (30) days following receipt of the Net Book Value Schedule delivered pursuant to Section 1.5(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Net Book Value Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Net Book Value Deficit or the Net Book Value Surplus, if any, based thereon shall be final and binding on the parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the Net Book Value Schedule delivered pursuant to Section 1.5(a) shall constitute the Final Net Book Value Schedule and the Purchaser’s calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding upon the parties. (c) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Net Book Value Schedule delivered pursuant to Section 1.5(a) within thirty (30) calendar days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, Ernst & Young LLP (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Net Book Value Schedule as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Net Book Value Schedule and the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding on the parties hereto to this Agreement. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee shall be shared equally by the Shareholders on the thirtieth one hand and the Purchaser on the other hand. (30thd) calendar day after receipt by Purchaser Within five (5) Business Days following the determination of the Final Closing StatementNet Book Value Schedule, unless if there is a Net Book Value Deficit, the Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to deduct the amount of such excessdeficit from the Holdback Amount and shall pay any remainder of the Holdback Amount allocated pro-rata to the Shareholders pursuant to the allocations set forth on Exhibit C to this Agreement. If the Holdback Amount is not sufficient to cover the amount of such deficit, plus interest on the Seller Notes shall be reduced by the amount of such excess amount from deficit, such reduction to be allocated pro rata among the Closing Date Seller Notes in accordance with the allocations set forth on Exhibit C to but excluding this Agreement. If there is a Net Book Value Surplus, the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Shareholders the Holdback Amount together with an additional amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentNet Book Value Surplus.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within ninety (30th90) calendar day days following the Closing Date, Seller the Purchaser shall prepare or cause to be prepared and deliver to Purchaser the Final Sellers a calculation of the Net Working Capital, the Closing Date Cash Amount, the Closing Date Indebtedness, the Change of Control Payments, the Transaction Expenses and the final Closing Adjustment Amount (the “Preliminary Closing Adjustment Statement”), provided that if the final Closing Adjustment Amount is less than $100,000 (either positive or negative), the final Closing Adjustment Amount will be deemed to be zero for the purposes of the Preliminary Closing Adjustment Statement and shall make available no adjustment will be made unless and until the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementAdjustment Amount exceeds $100,000 (either positive or negative). (b) The determination Sellers shall have thirty (30) days following receipt of the Adjusted Payment Amount Preliminary Closing Adjustment Statement during which to notify the Purchaser of any dispute of any item contained in the Preliminary Closing Adjustment Statement, which notice shall be in writing and shall set forth in reasonable detail the basis for such dispute (the “Disputed Items”). If the Sellers do not notify the Purchaser of any Disputed Items within such thirty (30) day period, the Preliminary Closing Adjustment Statement shall be deemed to be the Final Closing Adjustment Statement. The Purchaser and the Sellers shall cooperate in good faith to resolve any Disputed Items as promptly as possible, and upon such resolution, the Final Closing Adjustment Statement shall be prepared in accordance with the agreement of the Purchaser and the Sellers. (c) If the Purchaser and the Sellers are unable to resolve any Disputed Items within fifteen (15) days (or such longer period as the Purchaser and the Sellers shall mutually agree in writing) of notice of a dispute, the Parties shall engage, ▇▇▇▇▇▇ LLP, being a recognized independent accounting firm (the “Arbitrator”) to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the parties hereto Parties. The Arbitrator shall only decide the specific items under dispute by the Parties, and its decision for each of the Disputed Items must be within the range of values assigned to each such item in the Preliminary Closing Adjustment Statement and the Disputed Items, respectively, and the Arbitrator shall further limit its review to whether the Preliminary Closing Adjustment Statement or any component thereof contained mathematical errors and to whether the Preliminary Closing Adjustment Statement or any component thereof was calculated in accordance with this Agreement and the Accounting Principles. The Parties shall cooperate in good faith to assist the Arbitrator in connection with its work and to provide any information reasonably requested by the Arbitrator in connection therewith as promptly as possible. The Arbitrator shall use commercially reasonable efforts to complete its work within forty‑five (45) days of its engagement. The expenses of the Arbitrator shall be borne and paid 50% by the Sellers and 50% by the Purchaser. The calculation of the Net Working Capital as finally determined pursuant to this Section 2.4(c) is referred to herein as the “Final Closing Adjustment Statement” and the amount of the Closing Adjustment Amount set forth on the thirtieth Final Closing Adjustment Statement is referred to herein as the “Final Closing Adjustment Amount”. (30thd) calendar day Within five (5) Business Days after receipt by Purchaser the determination of the Final Closing StatementAdjustment Statement in accordance with this Section 2.4, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, (i) if the parties are unable Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount (such difference being referred to resolve herein as the disputed items within ten “Adjustment Surplus”), then (10A) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (Purchaser and only such items) the Sellers shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserissue joint written instructions to the Escrow Agent to release the entire Adjustment Escrow Amount to the Sellers, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve (B) the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Sellers’ Representative, on behalf of the Sellers, an amount in U.S. dollars equal to the Adjustment Surplus, or (ii) if the Estimated Closing Adjustment Amount is greater than the Final Closing Adjustment Amount (such difference being referred to herein as the “Adjustment Deficit”), then the Purchaser and the Sellers shall issue joint written instructions to the Escrow Agent to release (A) an amount of such excess, plus interest on such excess amount equal to the Adjustment Deficit from the Closing Date Adjustment Escrow Amount to but excluding the payment datePurchaser, at and (B) the Federal Funds Ratebalance, if any, of the Adjustment Escrow Amount (after release to the Purchaser of the amount set forth in the preceding clause (ii)(A)) to the Sellers; provided, however, if the Adjustment Escrow Amount is less than the Adjustment Deficit (such shortfall being referred to herein as the “Adjustment Escrow Shortfall”), then (x) the Purchaser and the Sellers shall issue joint written instructions to the Escrow Agent to release the entire Adjustment Escrow Amount to the Purchaser and (y) the Sellers shall pay to the Purchaser an amount equal to the Adjustment Escrow Shortfall. Any payments payment required by under this Section 3.4 2.4(d) shall be made contemporaneously by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the Sellers or the Purchaser, as applicable, at least three (3) Business Days prior to the applicable payment date and shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes. In the event the Sellers fail to pay to the Purchaser an amount equal to the Adjustment Escrow Shortfall within five (5) Business Days after the determination of the Final Closing Adjustment Statement in accordance with this Section 2.4, the foregoing paymentPurchaser shall have the right, in its sole and absolute discretion, to set‑off, reduce and offset the Earnout Payment by the amount of the Adjustment Escrow Shortfall if the Sellers’ failure to pay is continuing at the time of payment of the Earnout Payment.

Adjustment of Purchase Price. (a1) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 60 Business Days following the Closing DateDate (or such other date as is mutually agreed to by the Vendors and the Purchaser in writing), Seller shall the Purchaser will cause its accountants, to prepare and deliver to Purchaser the Final Vendors a draft combined closing balance sheet (the “Draft Closing Statement Balance Sheet”) of the Corporations prepared as of the close of business on the Closing Date. The Draft Closing Balance Sheet is to be prepared in accordance with GAAP applied on a basis consistent with the preparation of the MGA Group Financial Statements, except as otherwise provided in Schedule J hereto. (2) Within 20 Business Days following receipt of the Draft Closing Balance Sheet, the Vendors shall cause their accountants to review the Draft Closing Balance Sheet and shall make available notify the Purchaser in writing if they have any objections to the Draft Closing Balance Sheet. The notice of objection must contain a statement of the basis of each of the Vendors’ objections and each amount in dispute. The Purchaser shall provide access, upon every reasonable request, to the Vendors and their accountants to all work paperspapers of the Purchaser’s accountants, schedules accounting books and other supporting data used by Seller to calculate records and prepare the Final Closing Statement to enable Purchaser appropriate personnel to verify the amounts set forth in accuracy, presentation and other matters relating to the Final preparation of the Draft Closing StatementBalance Sheet. The Vendors shall be deemed to have accepted the Draft Closing Balance Sheet if they do not notify the Purchaser of their objection within the said period of 20 Business Days. (b3) If the Vendors dispute the Draft Closing Balance Sheet, the Parties will work expeditiously and in good faith in an attempt to resolve such dispute within a further period of 10 Business Days after the date of notification by the Vendors to the Purchaser of such dispute, failing which the dispute shall be submitted for determination to an independent national firm of chartered accountants mutually agreed to by the Purchaser and the Vendors (and failing such agreement within a further period of 5 Business days, such independent national firm of chartered accountants shall be KPMG). The determination of the Adjusted Payment Amount such firm of chartered accountants shall be final and binding on upon the parties hereto on Parties and shall not be subject to appeal, absent manifest error. Such firm of chartered accountants shall be deemed to be acting as experts and not as arbitrators. (4) The Vendors and the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller each bear the fees and expenses of their respective accountants in writing preparing or reviewing, as the case may be, the Draft Closing Balance Sheet. In the case of its disagreement with any amount included therein or omitted therefroma dispute and the retention of a national firm of chartered accountants to determine such dispute, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice costs and expenses of such disagreement, such items in dispute (and only such items) third firm of chartered accountants shall be determined borne as to one-half by a nationally recognized independent accounting the Vendors and as to one-half by the Purchaser. However, the Vendors and the Purchaser shall each bear their own costs in presenting their respective cases to the third firm selected by mutual agreement between Seller and Purchaserof chartered accountants. (5) Immediately following the 20 Business Day period referred to in Section 2.5(2), and such determination or the resolution of any dispute in accordance with the foregoing, as the case may be, the Purchaser shall deliver to the Vendors the final closing balance sheet (the “Closing Balance Sheet”). Such Closing Balance Sheet shall be final and binding. Such accounting firm binding upon the Parties and shall not be instructed subject to resolve the disputed items within ten (10) Business Days of engagementappeal, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserabsent manifest error. (c6) On or before 12:00 noon, Eastern time, on the fifth (5th) Within 3 Business Day Days after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date receipt of the resolution of Closing Balance Sheet, either the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount the Vendors in U.S. dollars equal to the manner described in Section 2.4(c), the amount of such excess, plus interest on such excess amount by which the Working Capital as determined from the Closing Date Balance Sheet exceeds $1,296,000, or the Vendors shall pay to but excluding the payment datePurchaser by certified cheque, at bank draft or wire transfer in immediately available funds, the Federal Funds Rateamount by which $1,296,000 exceeds the Working Capital as determined from the Closing Balance Sheet, as the case may be. Any payments required by Section 3.4 shall be made contemporaneously The determination and adjustment of the Purchase Price in accordance with the foregoing paymentprovisions of this Section 2.5 shall not limit or affect any other rights or causes of action either the Purchaser or the Vendors may have with respect to the representations, warranties, covenants and indemnities in its or their favour in this Agreement; provided that, it is understood and agreed that any claim regarding a representation, warranty, covenant or indemnity will be reduced by any adjustment reflected on the Closing Balance Sheet that has been made directly relating to the said representation, warranty, covenant or indemnity claim. (7) For purposes of this Section 2.5, “Working Capital” as determined from any balance sheet, means the amount by which the aggregate book value of all the current assets of the Corporations as shown on such balance sheet (excluding accounts receivable that have been outstanding more than 90 days, other than accounts receivables for which there is insurance or specific payment terms negotiated with the debtor) exceeds all of the liabilities (except for deferred taxes) of the Corporations as shown on such balance sheet.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On The Purchase Price shall be increased or before 12:00 noondecreased, Eastern timeas the case may be, on by an amount equal to the thirtieth amount by which NFLI's Adjusted Working Capital at the Closing Date is greater than or less than $1,000,000. The adjustment to the Purchase Price shall be made as follows: (30thi) At the Closing, ANI shall deliver a calculation of Adjusted Working Capital as of the date of the last calendar day following of the month immediately preceding the Closing Date including therein items mutally estimated in good faith by the Parties which are known to have occurred in such period (the "Preliminary Closing Adjusted Working Capital"). The $5,000,000 cash portion of the Purchase Price to be delivered to ANI at the Closing shall be adjusted upward or downward, as the case may be, by an amount equal to the increase or decrease, as the case may be, in the Adjusted Working Capital reflected in the calculation of the Preliminary Closing Adjusted Working Capital as compared with $1,000,000 (the "Closing Adjustment"). (ii) ANI will prepare and deliver within thirty (30) days after the Closing Date, Seller consolidated financial statements of the Acquired Companies as of the Closing Date, together with a schedule reflecting the Adjusted Working Capital of the Acquired Companies as of the Closing Date (the "Closing Adjusted Working Capital"). Everest and NFLI will provide ANI with access to NFLI's books and records to prepare these statements and the schedule. The Closing Adjusted Working Capital shall deliver be reviewed by Everest, and Everest shall submit a report to Purchaser ANI within sixty (60) days of Everest's receipt of the Closing Working Capital stating Everest's concurrence with the calculation of the Closing Adjusted Working Capital or showing Everest's calculation of the Closing Working Capital as at the Closing Date, if different. If Everest's report reflects its concurrence with ANI's calculation of the Closing Adjusted Working Capital, such calculation of ANI shall be final and conclusive for all purposes (the "Final Adjusted Working Capital"). If Everest's report reflects that it does not concur with ANI's calculation of the Preliminary Closing Adjusted Working Capital, ANI shall have fifteen (15) days after its receipt of Everest's report to advise Everest that ANI disputes such calculation. Everest will afford to ANI access to all books and records of the Acquired Companies and will furnish ANI such additional financial and operating data and other information of or regarding the Acquired Companies as ANI may reasonably request in its review of Everest's report. If ANI fails to provide such notice, then the Closing Adjusted Working Capital, as modified by Everest's report, shall become the Final Adjusted Working Capital. If ANI provides notice that it disputes Everest's calculation within such fifteen (15) day period, Everest and ANI shall each use its best efforts to resolve such dispute through negotiation. If such dispute cannot be resolved through negotiation within fifteen (15) days after the receipt by Everest of ANI's notice of dispute, then the dispute shall be resolved by the independent accounting firms selected by each of Everest and ANI. If these accounting firms cannot agree on a resolution, they shall jointly select a third firm of independent certified public accountants who shall have sole and absolute discretion with respect to the resolution of this dispute. The calculation of the Closing Statement Adjusted Working Capital, as modified by the accounting firm or firms shall be final and binding upon the Parties, and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare constitute the Final Adjusted Working Capital. The difference between the Preliminary Closing Statement to enable Purchaser to verify the amounts set forth in Working Capital and the Final Closing StatementAdjusted Working Capital shall be referred to as the "Adjustment." The fees of the accountants selected by Everest pursuant to this Section 1.4 shall be borne by Everest, the fees of the accountants selected by ANI pursuant to this Section 1.4 shall be borne by ANI and the fees of any third accounting firm which may be retained in accordance with this Section 1.4 shall be divided equally between ANI and Everest. (b) The determination of the Adjusted Payment Amount Adjustment shall be satisfied within thirty (30) days after the final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of determination with respect to the Final Adjusted Working Capital is made as follows: (i) After taking into account the adjustments to the Purchase Price made pursuant to the Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementAdjustment, to the extent reasonably practicable. The fees of any that the Adjustment results in a decrease in the Purchase Price, such accounting firm decrease shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case satisfied by delivery by ANI to Everest of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser check or wire transfer in an amount in U.S. dollars equal to the amount of such excessAdjustment, plus interest on such excess amount from and (ii) After taking into account the adjustments to the Purchase Price made pursuant to the Closing Date Adjustment, to but excluding the payment dateextent that the Adjustment results in an increase in the Purchase Price, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser such increase shall pay be satisfied by delivery by Everest to Seller ANI of a check or wire transfer in an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentAdjustment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 90 days following the Closing Date, Seller the Purchaser shall prepare and deliver to the Seller the Working Capital Schedule and its calculation of the Working Capital Deficit (and related Seller Working Capital Payment) or Working Capital Surplus (and related Purchaser Working Capital Payment), if any, based thereon, together with such working papers used in connection with the Final Closing Statement preparation thereof. The Working Capital Schedule shall be prepared in accordance with the bases and shall make available policies that are set forth, and in the work papersorder shown, schedules below: (i) The bases, policies and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts adjustments set forth in the Final Closing StatementReference Calculations; (ii) To the extent not covered by 3.4(a)(i), above, the policies adopted in the preparation of the Financial Statements; (iii) To the extent not covered by 3.4(a)(i) or (ii) above, policies in accordance with Seller’s past practices; and (iv) To the extent not covered by 3.4(a)(i), (ii) or (iii) above, GAAP. (b) The Seller shall have 15 days following receipt of the Working Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Seller shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Seller. In the event the Seller does not notify the Purchaser of any such dispute within such fifteen day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.4(a) and the Purchaser’s calculation of the Working Capital Deficit (and the related Seller Working Capital Payment) or Working Capital Surplus (and the related Purchaser Working Capital Payment), if any, shall be final and binding upon the Parties. (c) In the event the Purchaser and the Seller are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within 15 days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally recognized accounting firm selected by the Purchaser and the Seller (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Seller has disagreed and shall apply the same accounting bases and policies and order of priority as in Section 3.4(a). The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Deficit (and related Seller Working Capital Payment) or Working Capital Surplus (and related Purchaser Working Capital Payment), if any, based thereon shall be final and binding on the parties hereto Parties. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The expenses of the Accounting Referee shall be shared equally by the Seller on the thirtieth one hand and the Purchaser on the other hand. (30thd) calendar day after receipt by The Purchaser and Seller agree that the dispute resolution provisions set forth in this Section 3.4 are the sole and exclusive remedy for disputes related to the working capital adjustment or Final Working Capital Schedule. (e) As of the Messaging Subsidiary Closing, the Final Closing StatementWorking Capital Schedule will be amended by the Purchaser to reflect the Net Working Capital of the Messaging Subsidiaries as of the Messaging Subsidiary Closing. Within thirty (30) days following the Messaging Subsidiary Closing, unless Purchaser shall notify deliver such amended Final Working Capital Schedule to Seller. The Parties thereafter agree to comply with the provisions of this Section 3.4 and Sections 3.3(b) and (c) (including the provisions regarding deadlines for response, as if such amended Final Working Capital Schedule is the Working Capital Schedule) to determine whether an additional Seller Working Capital Payment or an additional Purchaser Working Capital Payment shall be required and to make such payment as a result of a change in writing any Working Capital Deficit or Working Capital Surplus, respectively; provided, however, that any changes in Net Working Capital resulting from Messaging Business Services provided to the Purchaser by any of its disagreement with the Messaging Subsidiaries shall be excluded from the Final Working Capital Schedule solely in determining whether an additional Seller Working Capital Payment or an additional Purchaser Working Capital Payment is required pursuant to this paragraph; and provided, further, that the Parties agree that if any amount included therein or omitted therefromcash of any Messaging Subsidiary is assumed by the Purchaser at the Messaging Subsidiary Closing, in which caseaddition to any other amounts due, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreementas an additional Purchaser Working Capital Payment, such items in dispute (and but only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, cash was excluded from Net Working Capital in the case of a disputeFinal Working Capital Schedule, the date of the resolution of the dispute pursuant to as amended by this Section 3.3(b3.4(e), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon Pittsburgh time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon Pittsburgh time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 70 days after the Closing Date, Seller the Buyer shall deliver to Purchaser the Final Seller for its review (i) an unaudited balance sheet of the Business, dated as of the Closing Statement Date (the “Closing Balance Sheet”), and (ii) a schedule showing its calculation of the Working Capital as of the Closing Date (the “Closing Working Capital”), each prepared in good faith in a manner consistent with the preparation of the Balance Sheet and the Estimated Closing Balance Sheet and in accordance with the Specified Accounting Policies and the example of how the Closing Working Capital shall be determined set forth on Schedule 2.8(a) of the Disclosure Schedules. The Seller shall cause its employees and Representatives to assist the Buyer and its Representatives in the preparation of the Closing Balance Sheet and calculation of the Closing Working Capital and shall make available provide the work papersBuyer and its Representatives reasonable access, schedules during normal business hours and other supporting data used by upon reasonable prior notice, to the personnel, properties, books and records of the Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementfor such purpose. (b) The determination Seller shall have a period of 20 days (the “Seller Review Period”) following the Buyer’s delivery of the Adjusted Payment Amount Closing Balance Sheet and the schedule showing the calculation of Closing Working Capital to review such Closing Balance Sheet and calculation of Closing Working Capital. During the Seller Review Period, the Buyer shall provide the Seller and its Representatives with reasonable access during normal business hours and upon reasonable prior notice to the appropriate personnel of the Buyer to the working papers of the Buyer and its Representatives relating to the Closing Balance Sheet and calculation of the Closing Working Capital, and the Buyer shall cooperate with the Seller and its Representatives to provide them with any other information used in preparing the Closing Balance Sheet and calculation of the Closing Working Capital reasonably requested by the Seller and its Representatives. If (i) at any time during the Seller Review Period the Seller delivers written notice to the Buyer of its acceptance of the Buyer’s calculation of the Closing Working Capital or (ii) prior to the expiration of the Seller Review Period the Seller does not deliver to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item, then the Buyer’s calculation of the Closing Working Capital shall be final and binding and shall be the “Final Closing Working Capital” for purposes of this Agreement. To the extent the Seller delivers a timely Notice of Disagreement in accordance with this Agreement, the Seller shall be deemed to have agreed with all items and amounts in the Closing Balance Sheet and calculation of the Closing Working Capital not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.8(b). Any Notice of Disagreement may reference only disagreements based on (i) mathematical errors or based on amounts reflected on the Closing Balance Sheet or (ii) the Closing Balance Sheet or the calculation of the Closing Working Capital not being prepared in accordance with this Section 2.8. (c) During the 20 day period following timely delivery of a Notice of Disagreement by the Seller to the Buyer, the parties hereto in good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. During such 20 day period, the Seller shall provide the Buyer and its Representatives with reasonable access during normal business hours and upon reasonable prior notice to the appropriate personnel of the Buyer to the working papers of the Seller and its Representatives relating to such Notice of Disagreement, and the Seller and its Representatives shall cooperate with the Buyer and its Representatives to provide them with any other information used in preparation of such Notice of Disagreement reasonably requested by the Buyer or its Representatives. Any disputed items resolved in writing between the Seller and the Buyer within such 20 day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the thirtieth (30th) calendar day after receipt resolution of each disputed item specified by Purchaser the Seller in the Notice of Disagreement and the amount of the Closing Working Capital, the amount so determined shall be final, binding and shall be the “Final Closing StatementWorking Capital” for purposes of this Agreement. If the Seller and the Buyer have not resolved all such differences by the end of such 20 day period, unless Purchaser the Seller and the Buyer shall notify Seller submit, in writing, to Deloitte LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Buyer and the Seller (the “Independent Accounting Firm”), their briefs detailing their views as to the nature and amount of its disagreement with any each item remaining in dispute and the amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserClosing Working Capital, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Working Capital, which determination shall be final and binding. Such accounting firm binding and shall be instructed the “Final Closing Working Capital” for purposes of this Agreement. The Independent Accounting Firm shall be (i) engaged by the Buyer and the Seller on a joint basis and (ii) authorized to resolve only those items remaining in dispute between the disputed items parties in accordance with the provisions of this Section 2.8 within ten the range of the difference between the Buyer’s position with respect thereto and the Seller’s position with respect thereto. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 2.8. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 10.8. The costs of any dispute resolution pursuant to this Section 2.8(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne (10i) Business Days by the Buyer, if the Seller’s calculation of engagement, the Closing Working Capital is closer to the extent reasonably practicableFinal Closing Working Capital calculated by the Independent Accounting Firm, or (ii) by the Seller, if the Buyer’s calculation of the Closing Working Capital is closer to the Final Closing Working Capital calculated by the Independent Accounting Firm. Any retainer charged by the Independent Accounting Firm shall be paid 50% by the Buyer and 50% by the Seller, with such amount to be reimbursed by the party responsible for paying the cost of the review in accordance with the immediately preceding sentence. The fees and disbursements of the Representatives of each party incurred in connection with their preparation or review of the Closing Balance Sheet and calculation of the Closing Working Capital and preparation or review of any such accounting firm Notice of Disagreement, as applicable, shall be divided equally between Seller and Purchaserborne by such party. (cd) On or before 12:00 noonIf the Closing Working Capital is a negative number between negative $4,260,000 and negative $3,260,000, Eastern time, on no adjustment shall be made to the fifth (5th) Business Day after Purchase Price. If the Adjusted Payment Amount shall have become final and binding or, in the case of Closing Working Capital is a disputelarger negative number than negative $4,260,000, the date of Purchase Price shall be decreased by an amount equal to the resolution of difference between the dispute pursuant to Section 3.3(b)Closing Working Capital and negative $4,260,000, if and the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from decrease in the Purchase Price to the Buyer. If the Closing Date Working Capital is (A) a smaller negative number than negative $3,260,000 or (B) a positive number, the Purchase Price shall be increased by an amount equal to but excluding the payment datedifference between the Closing Working Capital and negative $3,260,000, at and the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser Buyer shall pay to Seller an amount in U.S. dollars equal to the amount of such excessincrease in the Purchase Price to the Seller; provided, plus interest on such excess that the Purchase Price shall not be increased by an amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by greater than $1,000,000. (e) Payment in respect of Section 3.4 2.8(d) shall be made contemporaneously with within three Business Days of final determination of the foregoing Closing Working Capital pursuant to the provisions of this Section 2.8 by wire transfer of United States dollars in immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least one Business Day prior to such payment date. If the amount to be paid pursuant to Section 2.8(d) is not paid within four Business Days of the final determination of the Closing Working Capital, such amount to be paid shall bear interest at a rate equal to 7.5% plus the rate of interest from time to time announced publicly by the Wall Street Journal as the United States prime rate (the “Prime Rate”), calculated on the basis of a year of 365 days and the number of days elapsed from (i) the date that is three Business Days after the final determination of the Closing Working Capital to (ii) the date of such payment. (f) The parties acknowledge and agree that the purpose of the adjustments contemplated by this Section 2.8 is to determine if the Final Closing Working Capital is (i) less than negative $4,260,000, and if so, the amount of the difference between Final Closing Working Capital and negative $4,260,000, (ii) greater than negative $3,260,000, and if so, the amount of the difference between Final Closing Working Capital and negative $3,260,000, or (iii) equal to or greater than negative $4,260,000 and equal to or less than negative $3,260,000, and the adjustment procedures set forth in this Section

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Central time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern Central time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment. In addition, if and to the extent that the parties shall have in good faith determined that the amount of the Initial Closing Purchase Price paid at the Initial Closing was greater or less than the actual aggregate Net Book Value of the Initial Closing Assets and Accrued Interest through the Initial Closing Date with respect to the Initial Closing Loans, and/or that the amount of the Subsequent Closing Purchase Price paid at the Subsequent Closing, if any, was greater or less than the actual aggregate Net Book Value of the Subsequent Closing Assets and Accrued Interest through the Subsequent Closing Date with respect to the Subsequent Closing Loans, Seller (in the event of a net payment excess) or Purchaser (in the extent of a net payment shortfall) shall contemporaneously pay to the other party an amount in U.S. dollars equal to the amount of such excess or shortfall, as applicable, plus interest thereon from the Initial Closing Date and/or the Subsequent Closing Date, as applicable, to but excluding the payment date, at the Federal Funds Rate.

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin forty-five (45) days after the Closing, Eastern timeSeller will prepare and deliver to Buyer a Final Financial Statement of Assets and Liabilities ("Final FSAL") reflecting the purchase price of the Purchased Assets and any Assumed Liabilities as of the Closing Date. The Final FSAL shall be true, on accurate and prepared (to the thirtieth extent applicable) in a manner consistent with the Interim Financial Statement of Assets and Liabilities attached hereto as Exhibit C (30th"Interim FASL") calendar day following and (to the extent applicable) in accordance with the Seller's accounting policies and practices which are in compliance with GAAP, and will fairly present, as of the Closing Date, Seller [*] (the sum of all of the foregoing collectively referred to as the "Determined Value"). In the event of any dispute regarding the final FSAL (other than net book value amounts), such dispute shall deliver to Purchaser be resolved in accordance with the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the provisions of Section 12.14 ("Dispute Resolution") hereof. Buyer may not dispute any net book value amounts set forth contained in the Final Closing StatementFSAL and no dispute may be asserted by either Party unless the aggregate of all disputed amounts related to the Final FSAL are in excess of Twenty Five Thousand Dollars ($25,000.00). Any notice of dispute by either Party must be in writing and must contain a reasonably detailed description of the nature of the dispute. (b) The determination of In the Adjusted event the Purchase Price exceeds the Closing Date Payment Amount shall be final and binding on the parties hereto on the thirtieth (30thas hereinafter defined) calendar day after receipt by Purchaser Buyer shall, within thirty (30) days following delivery to Buyer of the Final Closing StatementFSAL (the "Dispute Period"), unless Purchaser shall notify Seller in writing of its disagreement with (i) identify any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days portions of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall Final FSAL which may be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchasersubject to dispute, and such determination shall be final and binding. Such accounting firm shall be instructed (ii) deliver to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, cash in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from difference between the Purchase Price and the Closing Date to but excluding Payment, reduced only by the payment dateamount identified as provided in subsection (i) above, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal by wire transfer of immediately available funds to the amount of such excess, plus interest on such excess amount from bank account designated by Seller. In the event the Closing Date Payment exceeds the Purchase Price and Buyer does not dispute the Final FSAL, the Seller shall, not later than thirty (30) days following delivery to but excluding Buyer of the payment dateFinal FSAL, at deliver to Buyer cash in an amount equal to such difference by wire transfer of immediately available funds to the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.bank account

Adjustment of Purchase Price. (a) On or before 12:00 noonAs soon as an audit of the Closing Date financial statements is complete, Eastern time, on the thirtieth (30th) calendar day following and in no event later than 90 days from the Closing Date, Seller shall the Shareholder will deliver to Purchaser the Final Buyer audited balance sheet and related financial statements of the Company as of the time of the Closing, prepared in conformity with GAAP applied on a consistent basis (and on a basis consistent with that of the Estimated Closing Statement Date Financial Statements) and certified by the chief executive officer and chief financial officer of the Company (the “Closing Date Financial Statements”). Within 5 business days of the delivery of the Closing Date Financial Statements, to the extent that the book value as shown in the Closing Date Financial Statements is different from the book value as shown on the Estimated Closing Date Financial Statements, the Buyer or the Shareholder, as the case may be, shall make available an appropriate payment to the work papers, schedules and other supporting data used by Seller as an adjustment to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementPurchase Price. (b) The determination As soon as an audit of the Adjusted Payment Amount shall be final Company’s financial statements as of March 31, 2007 is complete, and binding on in no event later than June 30, 2007, the parties hereto on Shareholder will deliver to the thirtieth (30th) calendar day after receipt by Purchaser Buyer audited balance sheet and related financial statements of the Final Closing StatementCompany as of March 31, unless Purchaser shall notify Seller 2007, prepared in writing of its disagreement conformity with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten GAAP applied on a consistent basis (10) Business Days and on a basis consistent with that of the receipt Estimated Closing Date Financial Statements and the Closing Date Financial Statements) and certified by Seller the chief executive officer and chief financial officer of notice the Company (the “March 2007 Financial Statements”). Within 5 business days of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days delivery of engagementthe March 2007 Financial Statements, to the extent reasonably practicable. The fees that the amount of any incurred insurance losses of the Company as of the Closing Date, as shown on the March 2007 Financial Statements, is different from the amount of the incurred insurance losses of the Company as of the Closing Date, as shown on the Closing Date Financial Statements, and to the extent that such accounting firm difference is attributable to losses incurred by the Company prior to the Closing Date and solely as a result of its insurance policy underwriting liabilities, the Buyer or the Shareholder, as the case may be, shall make an appropriate payment to the other as an adjustment to the Purchase Price; provided that (x) no adjustment to the Purchase Price pursuant to this paragraph (b) shall be divided equally between Seller and Purchaserrequired if the payment otherwise required by this paragraph (b) would be less than or equal to $300,000. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute Payments pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 paragraph (a) or (b) above shall be made contemporaneously in accordance with the foregoing paymentterms applicable thereto and without interest.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromthere from, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day As soon as practicable following the Closing DateDate (but in no event later than sixty (60) days after Closing), Seller the Purchaser shall cause the Company to prepare and deliver to the Purchaser and the Final Sellers a balance sheet of Company as at the close of business on the Closing Statement Date (the "CLOSING DATE BALANCE SHEET"). The Closing Date Balance Sheet shall be audited and certified by ▇▇▇▇▇▇, ▇▇▇▇▇ and Associates LLP, the Company's regular independent certified public accountants (the "COMPANY'S ACCOUNTANTS"), shall be based upon the books and records of Company, shall be prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for those adjustments set forth on SCHEDULE 2.3(a)), shall present fairly the financial position of Company as at the Closing Date and shall make available reflect the adjustments set forth in SCHEDULE 2.3(a) notwithstanding the Company's prior practice with respect to those items. All accruals as at the Closing Date which, in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year should be reflected on a balance sheet shall be reflected on the Closing Date Balance Sheet, including, without limitation, with respect to such items as employee bonuses, profit-sharing plan contributions, promotional expenses and Taxes. Inventory shall be reflected on the Closing Date Balance Sheet in accordance with GAAP on a LIFO basis, consistent with prior practice, which prior practice excluded vendor rebates and purchase discounts (except for those adjustments set forth on SCHEDULE 2.3(a)). The Purchaser's regular independent public accountants, Ernst & Young LLP (the "PURCHASER'S ACCOUNTANTS"), shall have the opportunity to observe the taking of inventories in connection with the preparation of the Closing Date Balance Sheet, to consult with and to examine the work papers, schedules and other supporting data used documents prepared or reviewed by Seller the Company's Accountants in connection with the preparation of their report and of the Purchase Price Certificate referred to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSUBPARAGRAPH (b) hereof. (b) For purposes of this SECTION 2.3, "ADJUSTED TANGIBLE NET BOOK VALUE" shall be the sum of inventory (as adjusted in accordance with SCHEDULE 2.3(a)), accounts receivable (trade and vendor rebate) and net property, plant and equipment, ▇▇▇▇▇ cash, deposits, prepaid corporate taxes, prepaid lease payments (including, but not limited to certain truck leases), prepaid rent, other prepaid items (including, without limitation, prepaid real estate taxes, prepaid vehicle and truck licenses and permits, prepaid software licenses and prepaid health insurance premiums) and an escrow account with Vanguard, LESS accounts payable, accrued expenses, taxes payable, other current liabilities and other long-term liabilities, including, without limitation, a note payable to Twincorp Master Distributors, Inc., a Minnesota corporation, dated as of September 16, 1999, in each case as reflected on the Closing Date Balance Sheet. For purposes of example only, the parties agree that the Adjusted Tangible Net Book Value, if calculated as of September 30, 2000, would be calculated as set forth on SCHEDULE 2.3(b). The methods applied in calculating SCHEDULE 2.3(b) (including, without limitation, the adjustments set forth on SCHEDULE 2.3(a)) shall be consistently applied in the calculation of the Closing Date Balance Sheet. The calculation of Adjusted Tangible Net Book Value shall be made by the Company's Accountants, who shall render a certificate (the "PURCHASE PRICE CERTIFICATE") showing such calculation and stating that such calculation has been made in accordance with the provisions of this SECTION 2.3. The Purchase Price Certificate shall be delivered to the Purchaser and the Sellers as soon as practicable following the Closing Date but in no event later than sixty (60) days thereafter. (c) The Purchaser shall have a period of thirty (30) days after delivery of the Closing Date Balance Sheet and the Purchase Price Certificate to present in writing to the Company's Accountants (with a copy to the Sellers) any objections the Purchaser may have to any of the matters set forth therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 30-day period, the Closing Date Balance Sheet and the determination of Adjusted Tangible Net Book Value shall be deemed accepted and approved by the Adjusted Payment Amount Purchaser and by the Sellers and the supplemental closing (herein called the "SUPPLEMENTAL CLOSING") shall be held at the same place and time as is provided in SECTION 3.1 on the fifth (5th) Business Day following the expiration of such 30-day period, or at such other place and at such other time and date as may be mutually agreed upon in writing by the Purchaser and the Sellers. If the Purchaser shall raise any objections within the aforesaid 30-day period, Company's Accountants and Purchaser's Accountants shall attempt to resolve the matter or matters in dispute and, if resolved, such firms shall send a joint notice to the Purchaser and the Sellers stating the manner in which the dispute was resolved, the Company's Accountants shall send to the Purchaser and the Sellers a confirmation of the original Purchase Price Certificate or, if necessary, a revised Purchase Price Certificate prepared in accordance with such resolution, and the Purchaser's Accountants shall send a letter to the Purchaser and the Sellers confirming that such confirmed or revised Purchase Price Certificate is in accordance with such resolution, whereupon the confirmed or revised Purchase Price Certificate shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicablehereto. The fees of any such accounting firm Supplemental Closing shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, then take place on the fifth (5th) Business Day following the receipt of such documents by the Purchaser and the Sellers. Notwithstanding the foregoing, the Purchaser or the Sellers, as the case may be, shall pay the amount, if any, determined to be due and owing to the Sellers or the Purchaser, as the case may be, in accordance with SECTION 2.3(d) which is not disputed by the Purchaser pursuant to this SECTION 2.3(c) on the fifth (5th) Business Day following the 30-day period after delivery of the Closing Date Balance Sheet. If such dispute cannot be resolved by the Purchaser and the Sellers nor by such accounting firms within sixty (60) days after the Adjusted Payment Amount delivery of the Closing Date Balance Sheet and the Purchase Price Certificate, then the specific matters in dispute shall have become be promptly submitted to Deloitte & Touche LLP, Chicago office or, if such firm declines to act in such capacity, such other firm of independent public accountants mutually acceptable to the Purchaser and the Sellers, which firm shall make a final and binding or, in determination as to such matter or matters. Deloitte & Touche LLP or such other accounting firm shall send its written determination to the case of a disputePurchaser, the date Sellers, the Company's Accountants and the Purchaser's Accountants within sixty (60) days of the resolution submission of such matters. The Company's Accountants shall then send to the Purchaser and the Sellers a confirmation of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate original Purchase Price Certificate or, if necessary, a revised Purchase Price Certificate prepared in accordance with such determination, and the Estimated Payment Amount exceeds Purchaser's Accountants shall send a letter to the Purchaser and the Sellers confirming that such confirmed or revised Purchase Price Certificate is in accordance with such determination, whereupon the confirmed or revised Purchase Price Certificate shall be binding on the parties hereto. The Supplemental Closing shall then take place on the fifth (5th) Business Day following the receipt of such documents by the Purchaser and the Sellers. The parties agree to cooperate with each other and each other's authorized representatives and with Deloitte & Touche LLP or any other accounting firm selected by the Purchaser and the Sellers in order that any and all matters in dispute shall be resolved as soon as practicable and that a final determination of the Adjusted Payment AmountTangible Net Book Value shall be made. (d) At the Supplemental Closing, (i) the Purchaser shall pay to Seller an amount in U.S. dollars equal the Sellers, by delivery to the Sellers by wire transfer of immediately available funds to accounts designated by the Sellers, the amount, if any, by which the Adjusted Tangible Net Book Value shall exceed $15,200,000 (the "ESTIMATED TANGIBLE NET BOOK VALUE"), which amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously allocated between the Sellers as set forth on EXHIBIT C, or (ii) the Sellers shall pay to the Purchaser, by wire transfer of immediately available funds to an account designated by the Purchaser, the amount, if any, by which the Estimated Tangible Net Book Value shall exceed the Adjusted Tangible Net Book Value. (e) The fees and expenses incurred in connection with this Section of the foregoing paymentCompany's Accountants shall be paid by the Sellers, those of the Purchaser's Accountants shall be paid by the Purchaser, and those of Deloitte & Touche LLP or any other accounting firm selected by the Purchaser and the Sellers pursuant to SUBPARAGRAPH (c) above shall be paid one-half by the Purchaser and one-half by the Sellers.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable (30th) calendar day but in no event later than 120 days following the Closing Date), Seller Purchaser shall deliver to Seller a statement (the “Closing Date Statement”) setting forth the calculation, with supporting written documentation and detail (including consolidated balance sheets of Target as of the Closing Date and supporting schedule setting forth in reasonable detail all assets and liabilities included therein), of (i) the amount of Pre-Closing Taxes as of the Closing (“Actual Pre-Closing Taxes”), (ii) the amount of Transaction Expenses as of the Closing (“Actual Transaction Expenses”), and (iii) the amount of the resulting True-Up Payment. The Closing Date Statement must be prepared in accordance with US GAAP. Seller shall provide Purchaser and its independent accountants access, upon every reasonable request, to all available books and records relating to Target. (b) Until such time as the Final calculation of the True-Up Payment as shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.7, (i) Purchaser shall, and shall make available cause Target to (i) provide Seller and his accountants copies of, and access upon reasonable notice at all reasonable times during normal business hours to, the work paperspapers and supporting documents of Target relating to the Closing Date Statement; and (ii) use their commercially reasonable efforts to provide ▇▇▇▇▇▇ and his accountants with copies of, schedules and other permit them access upon reasonable notice at all reasonable times during normal business hours to, the work papers and supporting data used by documents of the auditors of Target relating to the Closing Date Statement. (c) If Seller has any objections to calculate the Closing Date Statement, Seller shall, within 60 days after Seller’s receipt of the Closing Date Statement (the “Notice Period”), give written notice (the “Dispute Notice”) to Purchaser, and prepare to the Final extent practicable based on the information available, specifying in reasonable detail such objections and the basis therefor. (d) If Seller does not deliver the Dispute Notice within such 60-day period, Purchaser’s determinations set out in the Closing Date Statement shall be final, binding and conclusive on Seller and Purchaser. (e) If Seller provides a Dispute Notice within the Notice Period, Seller and Purchaser shall negotiate in good faith during the 15 Business Day period (the “Resolution Period”) after the date of Purchaser’s receipt of the Dispute Notice to enable Purchaser to verify resolve any disputes regarding the amounts set forth in the Final Closing StatementDispute Notice. (bf) If Seller and Purchaser are unable to resolve all such disputes within the Resolution Period, then within 10 Business Days after the expiration of the Resolution Period, all unresolved disputes shall be submitted to the accounting firm KPMG LLP (the “Neutral Accountant”), who shall be engaged as an expert and not as an arbitrator, to provide a final, binding and conclusive resolution of all such unresolved disputes. (g) Within 15 days after the Neutral Accountant is appointed as described above, Purchaser shall forward a copy of the Closing Date Statement to the Neutral Accountant, and Seller shall forward a copy of the written objection(s) thereto, as well as, in each case, any relevant supporting documentation. The Neutral Accountant’s role shall be limited to resolving such objections and determining the correct calculations to be used on the disputed portions of the Closing Date Statement in order to determine the True-Up Payment. In resolving such objections, the Neutral Accountant shall apply the provisions of this Agreement concerning the determination of the Adjusted Closing Date Statement. The Neutral Accountant shall promptly provide written notice of its resolution of such objections and determination of the True-Up Payment Amount to Purchaser and Seller and the resulting adjustments shall be deemed finally determined for purposes of Section 2.7 and the decision of the Neutral Accountant shall be final and binding on upon the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable Parties and will not be subject to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and bindingappeal absent manifest error. Such accounting firm The Neutral Accountant shall be instructed to resolve use reasonable efforts to perform its services within 30 days of submission of the disputed items Closing Date Statement and objection(s) thereto, together with all relevant supporting documentation and, in any case, as soon as practicable after such submission. If the Neutral Accountant selected as described above is unable or unwilling to act when called upon pursuant to this Section 2.7, then the Parties shall promptly appoint a substitute to act in substitution for the original designee, (or if no substitute is so appointed within ten (10) Business Days 15 days after the expiration of engagementthe Resolution Period, to the extent reasonably practicable. The fees of any then such accounting firm dispute shall be divided equally between Seller resolved by a single arbitrator, sitting in Montreal, Quebec, appointed by the ADR Institute of Canada upon application by either Party to be made within five (5) days thereafter), and, upon acceptance of such appointment, such substitute, or arbitrator so appointed, shall, for purposes of this Agreement, be deemed the Neutral Accountant, as applicable, and Purchaserthe time periods prescribed above in this Section 2.7(g) shall run from the date of such substitute’s or arbitrator’s acceptance of appointment hereunder. (ch) On or before 12:00 noon, Eastern time, The Neutral Accountant will determine the allocation of the cost of its review and report based on the fifth inverse of the percentage its determination (5thbefore such allocation) Business Day after bears to the Adjusted Payment Amount shall have become final total amount of the disputed portions of the Closing Date Statement as originally submitted to the Neutral Accountant. For example, should the disputed portions of the Closing Date Statement total in amount to $1,000 and binding orthe Neutral Accountant awards $600 in favour of Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (i) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the case of Closing Date Statement shall be resolved as set forth in this Section 2.7. (j) If (i) the True-Up Payment is a disputepositive number, then the date Purchase Price shall be deemed increased by a corresponding amount and Purchaser shall pay to Seller the absolute amount of the resolution of the dispute pursuant to True-Up Payment in accordance with Section 3.3(b)2.7(k) and, if (ii) the Adjusted True-Up Payment Amount exceeds is a negative number, then the Estimated Payment Amount, Purchase Price will be deemed to be decreased by a corresponding amount and Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess the True-Up Payment in accordance with Section 2.7(k). (k) If the amount from of the Closing Date to but excluding True-Up Payment is undisputed it shall be paid within five (5) Business Days after delivery of the payment date, at the Federal Funds Rate Dispute Notice (or, if no Dispute Notice is delivered within the Estimated Payment Amount exceeds Notice Period, then five (5) Business Days after the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to last day of the Notice Period). If the amount of such excessthe True-Up Payment is disputed it shall be paid within five (5) Business Days after resolution during the Resolution Period or resolution by the Neutral Accountant, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rateas applicable. Any payments required by Section 3.4 The True-Up Payment shall be made contemporaneously by wire transfer of immediately available funds to a bank account designated by the recipient Party. (l) The determination and adjustment of the Purchase Price in accordance with the foregoing paymentprovisions of this Section 2.7 shall not limit or affect any other rights or causes of action which either Purchaser or Seller may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noonExcept as otherwise provided in this Agreement (and without duplication), Eastern time, the Seller shall be responsible for all expenses and liabilities in respect of the Corporation for the period ending immediately prior to completion of the Closing and the Purchaser shall be responsible for all expenses and liabilities for the period after completion of the Closing. A statement of adjustment in respect of the such expenses and/or pre-payments (the Statement of Adjustment) shall be delivered to the Purchaser by the Seller concurrently with Closing and shall have annexed to it details of the calculations used by the Seller to arrive at all debits and credits on the thirtieth (30th) calendar day following the Closing Date, Statement of Adjustment. The Seller shall deliver give the Purchaser’s representatives reasonable access to Purchaser and copies of the Final Closing Seller’s working papers and backup materials in order to confirm the Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementof Adjustment. (b) The determination If the final cost or amount of an item which is to be adjusted has not been determined at Closing, then an initial adjustment for such item shall be made at Closing (without duplicates), such amount to be estimated by the Seller acting reasonably, as of the Adjusted Payment Amount Closing Date on the basis of the best evidence available at the Closing as to what the final cost or amount of such item will be. (c) Upon the delivery of the Financial Statements, all remaining costs or amounts shall be determined and the Statement of Adjustment shall be confirmed and/or revised, including where any items are omitted from the Statement of Adjustment through inadvertence or otherwise. The Seller or the Purchaser, as the case may be, shall within thirty (30) days of determination, provide a statement thereof to the other and within thirty (30) days thereafter the Parties shall make a final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser adjustment as of the Final Closing Statement, unless Date for the item in question. The Seller and the Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable agree to resolve the disputed items make a final adjustment within ten (10) Business Days of when the receipt by Seller amount of notice of such disagreementsame have been finally determined, such items but in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, any event prior to the extent reasonably practicable. The fees first anniversary of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution this Agreement. Any and all such adjustments shall be satisfied in full by restatement of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentConvertible Note.

Adjustment of Purchase Price. (a) On or before 12:00 noonnoon Flint, Eastern time, Michigan time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement and as may be reasonably requested by Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the “Adjusted Payment Amount”) by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm, as estimated by such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. Seller and Purchaser agree to fully cooperate with and provide any information requested by such accounting firm. (c) On or before 12:00 noonnoon Flint, Eastern time, Michigan time on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin thirty (30) days after delivery of the Closing Date Schedule to Seller pursuant to Section 1.2 hereof, Eastern timeor, if disputed, within ten (10) days after the final resolution of such dispute pursuant to Section 1.2(c), the Purchase Price shall be adjusted as follows. For the purposes of this adjustment, Pro Forma Working Capital shall mean the working capital of the Company calculated in the same manner as the working capital on the thirtieth Financial Statements described in Section 2.1(g) hereof, except as noted in Section 2.1(g) of the Disclosure Schedule, but shall include all indebtedness of the Company without regard to whether such indebtedness is classified as working capital under United States generally accepted accounting principles (30th) calendar day following "GAAP"). To the extent there is a liability which Seller has assumed or agreed to indemnify Buyer for, the accrual for such item shall not be counted in the determination of the Pro Forma Working Capital on the Closing Date, Seller shall deliver to Purchaser Date Schedule. Any intercompany indebtedness of the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts Company set forth in on the Final Financial Statements which has been cancelled as a contribution to capital as of a date prior to the close of business on the Effective Date shall not be reflected on the Closing StatementDate Schedule. (b) The determination of the Adjusted Payment Amount shall be final and binding If Pro Forma Working Capital as set forth on the parties hereto on Closing Date Schedule exceeds $4,094,000, the thirtieth (30th) calendar day after receipt by Purchaser of Purchase Price will be increased by, and Buyer will pay to Seller, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexcess. (c) On or before 12:00 noon, Eastern time, If Pro Forma Working Capital as set forth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Date Schedule is less than $4,094,000, the date of the resolution of the dispute pursuant to Section 3.3(b)Purchase Price will be decreased by, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, and Seller shall will pay to Purchaser an amount in U.S. dollars equal to Buyer, the amount of such excessdeficiency. (d) All payments to be made pursuant to this Section shall (i) be made by wire transfer of immediately available funds to an account designated by the recipient at least two business days prior to the transfer, plus except that payments of less than $10,000 may be made by check subject to collection and (ii) be accompanied by a payment of interest thereon at the "Prime Rate" from time to time in effect on such excess amount from the Closing Date to but excluding until paid. As used in this Agreement, "Prime Rate" means the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars rate of interest equal to the amount "Prime Rate" reported from time to time in the "Money" column of The Wall Street --------------- Journal, and shall change from time to time effective with any changes in the ------- reporting of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentrate.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Stations shall be adjusted and allocated between Sellers and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Stations on or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following date preceding the Closing DateDate shall be for the account of Sellers, Seller and all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall deliver be for the account of Buyer. The net amount by which the Purchase Price is to Purchaser be increased or decreased in accordance with this Section is herein referred to as the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement"Adjustment Amount". (b) The Without limiting the generality of the foregoing: (i) Sellers shall receive a credit for the unapplied portion, as of Closing, of the security deposits made by Sellers under those Stations Agreements assumed by Buyer at Closing in accordance with SECTION 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount, if any, by which the fair market value of all advertising time required to be broadcast on the Stations on or after the Closing Date under the Trade Agreements exceeds by more than $250,000, the fair market value of the goods and services to be received on or after the Closing Date under the Trade Agreements. Sellers shall be given a credit in the amount, if any, by which the fair market value of the goods or services to be received on or after the Closing Date under the Trade Agreements exceeds by more than $250,000 the fair market value of any advertising time required to be broadcast on the Stations on or after the Closing Date. (iii) Buyer shall be given a credit equal to the amount of cash consideration that Sellers have not paid prior to the Closing Date for programming run by the Stations prior to the Closing Date. (iv) With respect to each vacation day or portion thereof earned but not taken before the Closing Date by the Stations' employees hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof. (v) An adjustment and proration shall be made in favor of Sellers for the amount, if any, of prepaid expenses, the benefit of which accrues to Buyer hereunder, and other current assets acquired by Buyer hereunder which are paid by Sellers to the extent such prepaid expenses and other current assets relate to the period after the Closing, provided that the credit given Sellers for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (vi) There shall be no proration for sick leave. (vii) There shall be no proration for any payments made by Interep to any of the Sellers in connection with obtaining the right to serve as the national sales representative of any of the Stations. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Sellers shall provide Buyer with a statement setting forth a detailed computation of Sellers' reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Buyer, the Purchase Price payable on the Closing Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, the Purchase Price payable on the Closing Date shall be increased by the amount of such preliminary Adjustment Amount. Within ninety (90) days after the Closing Date, Buyer shall deliver to Sellers in writing and in reasonable detail a good faith final determination of the Adjusted Payment Adjustment Amount determined as of the Closing Date ("Final Proration Notice"). Sellers shall assist Buyer in making such determination, and Buyer shall provide Sellers with reasonable access to the properties, books and records relating to the Stations for the purpose of determining the Adjustment Amount. Sellers shall have the right to review the computations and workpapers used in connection with Buyer's preparation of the Adjustment Amount. If Sellers disagree with the amount of the Adjustment Amount determined by Buyer, Sellers shall so notify Buyer in writing (the "Dispute Notice") within forty-five (45) days after the date of receipt of Buyer's Final Proration Notice, specifying in detail any point of disagreement; PROVIDED, HOWEVER, that if Sellers fail to notify Buyer in writing of Sellers' disagreement within such 45-day period, Buyer's determination of the Adjustment Amount, as indicated in the Final Proration Notice shall be final, conclusive and binding on Sellers and Buyer. After the receipt of any notice of disagreement, Buyer and Sellers shall negotiate in good faith to resolve any disagreements regarding the Adjustment Amount. If agreement is reached within forty-five (45) days after Buyer's receipt of the Dispute Notice, then upon reaching such agreement, Sellers shall pay to Buyer or Buyer shall pay to Sellers, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in SECTION 2.7(f). If agreement is not reached within such 30-day period, then the dispute resolutions of SECTION 2.7(e) shall apply. (e) If Sellers and their auditors and Buyer and its auditors do not, within the 30-day period specified in SECTION 2.7(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") which has not regularly provided services to either the Buyer or Sellers in the last three (3) years, which shall be knowledgeable and experienced in the operation of radio broadcasting stations, shall be selected by Sellers and Buyer to resolve the disputed items. If Sellers and Buyer do not agree on the Arbitrating Firm within five (5) days, the Arbitrating Firm shall be a nationally recognized accounting firm selected by lot (after excluding one firm designated by Sellers and one firm designated by Buyer). Buyer and Sellers shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjustment Amount and the basis for its determination. Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing StatementAdjustment Amount, unless Purchaser Sellers shall notify Seller pay to Buyer, or Buyer shall pay to Sellers, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in writing of its disagreement with any amount included therein or omitted therefrom, the Preliminary Adjustment Report. Any such payment shall be made as provided in which case, if the parties are unable to resolve the disputed items within ten SECTION 2.7(f). (10f) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute Any payments required under SECTION 2.7(d) OR (and only such itemse) shall be determined paid by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, wire transfer in immediately available funds to the extent reasonably practicable. The fees account of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, payee at a financial institution in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller United States and shall pay to Purchaser for all purposes constitute an amount in U.S. dollars equal adjustment to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentPurchase Price.

Adjustment of Purchase Price. Following the Closing, the Purchase Price shall be adjusted based on the amount of the IBNR Adjustment, if any, as provided in this Section 2.7. The Company shall, on or prior to December 31, 2004, re-calculate the Medical Claims as of December 31, 2003, giving effect to the experience of HMO Subsidiary with such Medical Claims after such date and through such date of calculation, based upon the books and records of HMO Subsidiary and actual operating and financial information currently available at the time of such calculation. The Purchaser shall cause the Surviving Corporation to pay such Medical Claims consistent with industry practice and in compliance with the terms of the applicable Provider Agreement and the requirements of any applicable Laws. For purposes of this Section 2.7, (a) On or before 12:00 noonconsistent with GAAP, Eastern time, on any regulatory penalties incurred as a result of the thirtieth (30th) calendar day operation of HMO Subsidiary following the Closing DateDate shall not be included in the calculation of Medical Claims, Seller and (b) any remaining IBNR as of the time of the re-calculation of Medical Claims pursuant hereto shall not be included in the calculation of Medical Claims. By no later than December 31, 2004, Purchaser shall deliver to Purchaser the Final Closing Statement and Stockholders' Committee the IBNR Certificate. Any increase in the Purchase Price as a result of the IBNR Adjustment, together with interest on the IBNR Adjustment as set forth below, shall make available be paid by the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in Stockholders' Committee on behalf of the Final Closing Statement. (b) The Equityholders within five Business Days following the final determination of the Adjusted Payment Amount IBNR Adjustment pursuant to Section 2.8. Any decrease in the Purchase Price as a result of the IBNR Adjustment, together with interest on the IBNR Adjustment as set forth below, shall be paid by the Escrow Agent out of the Escrow Amount to Purchaser within five Business Days following the final and binding determination of the IBNR Adjustment pursuant to Section 2.8, in accordance with the terms of the Escrow Agreement. Interest on the parties hereto IBNR Adjustment shall accrue at a rate per annum equal to the LIBOR Rate plus 21/2%, calculated based on the thirtieth (30th) calendar day after receipt by Purchaser of period from the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (Date through and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, including the date of the resolution final determination of the dispute IBNR Adjustment pursuant to Section 3.3(b)2.8, if and shall be paid together with the Adjusted Payment Amount exceeds the Estimated Payment Amountincrease or decrease, Seller shall pay to Purchaser an amount in U.S. dollars equal as applicable, to the amount of such excess, plus interest on such excess amount Purchase Price resulting from the Closing Date IBNR Adjustment pursuant to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by this Section 3.4 shall be made contemporaneously with the foregoing payment2.7.

Adjustment of Purchase Price. 5.1 In this agreement Completion Net Assets, Completion MCT Provision, and Completion Liabilities have the meanings respectively given in the definitions in paragraph 1 of Part 1 of Schedule 9 (a) On or before 12:00 noonCompletion accounts). 5.2 The Purchase Price shall be reduced by deducting the following amounts from the Purchase Price (and so that each such deduction is independent of all other deductions so that the total deduction to be made from the Purchase Price shall be the sum of the deductions under all of the sub-clauses of this sub-clause 5.2 and so that under no circumstances shall the Purchase Price be increased above the Completion Payment other than set out in Clause 5.6): 5.2.1 the amount, Eastern timeif any, by which the Completion Net Assets are less than £2,050,000; 5.2.2 the amount by which the Debt exceeds the Estimated Debt. 5.3 Within seven days, starting on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The after agreement or determination of the Adjusted Payment Amount shall be final and binding on Completion Accounts in accordance with the parties hereto on provisions of Schedule 9 (Completion Accounts) if the thirtieth (30th) calendar day after receipt by Purchaser aggregate amount of the Final Closing StatementCompletion Payment exceeds the Purchase Price, unless Purchaser shall notify Seller in writing of its disagreement with any the Sellers and the Buyer will irrevocably instruct the Escrow Agent to pay the amount included therein or omitted therefrom, in by which case, if the parties are unable Completion Payment exceeds the Purchase Price to resolve the disputed items within ten Buyer from the Retention Account (10) Business Days up to a maximum of the receipt by Seller sum (including interest) standing to the credit of notice of such disagreement, such items in dispute (the Retention Account) and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees that such payment does not fully discharge the sum payable the Sellers shall repay to the Buyer the balance of the amount required freely to discharge the amount by which the Completion Payment exceeds the Purchase Price and after such payments (if any) then such monies standing to the credit of the Retention Account shall be dealt with in accordance with clause 4.2. 5.4 any such accounting firm repayment to be made by the Sellers under clause 5.3 shall be divided equally between Seller and Purchaserpaid in the same proportions as received sums under clause 3 (Purchase Price). (c) On 5.5 Any payment or before 12:00 noon, Eastern time, repayment to be made under clause 5.3 shall be made to the Buyer by telegraphic transfer to an account notified by the Buyer to the Sellers not later than five Business Days following the date on which the fifth (5th) Business Day after Completion Accounts are agreed or determined. 5.6 If the Adjusted Payment Amount shall have become final and binding or, in amount of the case Estimated Debt exceeds the amount of a disputethe Debt, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Buyer shall pay to Purchaser an the Sellers by way of additional consideration the amount by which the Estimated Debt exceeds the Debt such sum to be determined in U.S. dollars equal accordance with the provisions of this clause 5 mutatis mutandis and paid by the Buyer to the amount of such excess, plus interest on such excess amount from Sellers no later than five Business Days following the Closing Date to but excluding date upon which the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentCompletion Accounts are agreed or determined.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price will be adjusted, Eastern timeif appropriate, on based upon an audit of the thirtieth (30th) calendar day following Closing Balance Sheet certified by Auditors, such audit being conducted and the Closing Balance Sheet being prepared at Buyer's expense. Seller will prepare and deliver to Buyer and Auditors the Schedules required to be delivered subsequent to the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts as set forth in Schedule 1.4 (the Final "POST-CLOSING SCHEDULES"), and Buyer will provide Seller reasonable access to the Business premises and books and records in Buyer's possession for such purpose. Buyer and Seller will jointly prepare the Closing StatementBalance Sheet based upon the Assets and the Assumed Liabilities, and Seller will cooperate fully and promptly with Buyer and Auditors to the end that the Closing Balance Sheet will be in accordance with the books of account and records of Seller, will be prepared in accordance with GAAP and Seller's past practices (except as GAAP or Seller's past practices may be modified by the provisions of this Section 2.5(a)), will present fairly and accurately Seller's financial position with respect to the Business as at the Closing Date, and will show all Assets and Assumed Liabilities existing as of the Closing Date and required to be disclosed in accordance with GAAP. The Closing Balance Sheet will be examined by Auditors in accordance with generally accepted auditing standards, and will include such tests of the accounting records, observation of the taking of physical inventories and other auditing procedures as prudent accountants would consider necessary in the circumstances. Notwithstanding the foregoing, the following procedures will be followed in connection with preparation of the Closing Balance Sheet: (i) the fixed assets comprising the Assets will be valued at the net book value thereof according to Seller's books and records; (ii) Regular Inventory will be physically inventoried as soon as practicable after Closing (with credit given for any dispositions by Buyer after Closing of items of Regular Inventory which were not otherwise included in the amount of Inventories determined by audit); Regular Inventory will be valued at 100% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors) solely with respect to the aggregate amount of Regular Inventory which, based on Seller's most recent 12-months' sales, represents salable Inventories within a 12-month period; (iii) Value Added Inventory will be physically inventoried as soon as practicable after Closing (with credit given for any dispositions by Buyer after Closing of items of Value Added Inventory which were not otherwise included in the amount of Inventories determined by audit); Value Added Inventory will be valued at: (A) 100% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors) solely with respect to the aggregate amount of Value Added Inventory which, based on Seller's most recent 12-months' sales, represents salable Inventories within a first 12-month period; and (B) 80% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors) solely with respect to the aggregate amount of Value Added Inventory which, based on Seller's most recent 24-months' sales, represents salable Inventories within a second 12-month period; (iv) Demonstration Inventory will be physically inventoried as soon as practicable after Closing (with credit given for any dispositions by Buyer after Closing of items of Demonstration Inventory which were not otherwise included in the amount of Inventories determined by audit); Demonstration Inventory will be valued at 85% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors); and (v) Parts Inventory will not be physically inventoried but will be valued at $172,000; provided, however, that in the case of Regular Inventory and Value Added Inventory, there will be excluded from the determination of whether such Inventory is salable within the applicable period: (1) all Inventories of new product lines established within 12 months immediately preceding the Closing Date; and (2) all Inventories of new products introduced within existing product lines established within six months immediately preceding the Closing Date; all of which Inventories will be valued at 100% of Seller's cost at Seller's most recent purchase price, as set forth in Schedule 2.5(a)(1) (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors). At Seller's expense, Seller's personnel and/or Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, the certified public accountants regularly retained by Seller, may observe the taking of physical inventories and the auditing process and procedures conducted by Auditors and examine the work papers of Auditors developed in connection with such audit. (b) The determination Within 45 days after the Closing Date, Buyer will deliver to Seller the Closing Balance Sheet, together with Buyer's determination, calculated from the Closing Balance Sheet, of the following amounts: (i) the amount of "SELLER'S CREDIT" (that meaning the amount (if any) by which the Adjusted Payment Amount shall be final and binding Asset Value of the Business as of the Closing Date exceeds $9,300,000) ("ADJUSTED ASSET VALUE" meaning (A) the amount of total Assets, net of a reserve for Accounts Receivable of $30,000, shown on the parties hereto Closing Balance Sheet, minus (B) the aggregate amount of Assumed Payables and Accrued Vacation shown on the thirtieth Closing Balance Sheet); and (30thii) calendar day after receipt by Purchaser the amount of each of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any following "BUYER'S CREDITS": (A) the amount included therein or omitted therefrom, in (if any) by which case, if $8,500,000 exceeds the parties are unable to resolve the disputed items within ten (10) Business Days Adjusted Asset Value of the receipt Business as of the Closing Date; and (B) the amount (if any) by Seller which $2,550,000 exceeds the fair market value, as of notice the Closing Date, of such disagreementthe fixed assets comprising the Assets (as if disposed of in the ordinary course between a willing buyer and a willing seller in neither a liquidation nor a distressed sale), such items in dispute (and only such items) shall be as determined by a nationally recognized independent accounting firm selected by mutual agreement between reputable appraiser reasonably acceptable to Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserengaged at Buyer's expense. (c) On The contents of the Post-Closing Schedules, the contents of and the methodology used in preparing the Closing Balance Sheet, and the amounts (if any) of and the methodology used in determining Seller's Credit and each item of Buyer's Credits will all be finally determined as provided by this Section 2.5(c) (whereupon all references herein to any "Post-Closing Schedule," the "Closing Balance Sheet," "Seller's Credit" and "Buyer's Credits" will mean the same as so finally determined). Within ten days after receipt of the Closing Balance Sheet and Buyer's determination of Seller's Credit and Buyer's Credits, Seller will deliver its written objections thereto (if any) to Buyer, and Buyer will deliver its written objections to the Post-Closing Schedules (if any) to Seller. To the extent that Seller fails to deliver any such objections within such ten-day period, the Closing Balance Sheet (or before 12:00 noon, Eastern time, on the fifth such undisputed item(s) thereof) and Buyer's determination of Seller's Credit and Buyer's Credits (5thor of such undisputed item(s) Business Day after the Adjusted Payment Amount shall have become thereof) will be final and binding upon the parties for all purposes. To the extent that Buyer fails to deliver any such objections within such ten-day period, the Post-Closing Schedules (or such undisputed item(s) thereof) will be final and binding upon the parties for all purposes. If Buyer or Seller so delivers any such objection, Buyer and Seller will each use its best efforts to resolve such dispute(s) promptly by mutual agreement, and any such mutually agreed resolution will be final and binding upon the parties for all purposes. Failing mutually agreed resolution of any such dispute(s) within ten days of delivery of any such objection, Seller and Buyer will then each have the right to require that such dispute(s) be submitted to the Baltimore, Maryland office of Ernst & Young, LLP for computation or verification in accordance with the provisions of this Agreement. Such firm's resolution of such dispute(s), which will be delivered within 30 days after submission to such firm, will be final and binding upon the parties for all purposes, and such firm's fees and expenses therefor will be borne by the non-prevailing party or, in the case event that each party prevails on some of a the issues in dispute, will be shared proportionately, as determined by such firm. Each Post-Closing Schedule and the date Closing Balance Sheet, as so finally determined, will be annexed hereto subsequent to the Closing Date. An itemized statement of Seller's Credit, Buyer's Credits, the resolution of Increase Amount and the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Reduction Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal as so finally determined, will be signed by Buyer and by Seller, delivered to the amount of such excess, plus interest on such excess amount from Escrow Agent and annexed hereto as Schedule 2.5(c) subsequent to the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentDate.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Central time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern Central time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.a

Adjustment of Purchase Price. (a) On or before 12:00 noonAt least three (3) Business Days prior to the Closing, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser (x) the Final Closing Statement Flow of Funds Memorandum and shall make available a statement (the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final “Preliminary Closing Statement.”) setting forth, as applicable, the Seller’s and the Company’s good faith estimate of (i) the Working Capital as of the Reference Time (the “Estimated Working Capital”), (ii) the Cash as of the Reference Time (the “Estimated Cash”), (iii) the Estimated Seller Expenses, (iv) the Estimated Closing Indebtedness, and (v) the resulting calculation of the Estimated Purchase Price, and (x) reasonable supporting information in preparation of the estimates of each component of the Estimated Purchase Price or, with respect to Company Transaction Expenses, invoices or (b) The As soon as practicable, and in any event within one hundred (100) calendar days after the Closing, Purchaser shall prepare or cause to be prepared and delivered to the Seller a statement (the “Closing Statement”) setting forth Purchaser’s calculations of (i) Working Capital as of the Reference Time (which for such purpose shall not be reduced by the Post-Closing Stale Receivables referenced in subparagraph (v) below), (ii) Closing Cash, (iii) Final Closing Indebtedness, (iv) Final Seller Expenses, (v) the amount of Post-Closing Stale Receivables, (vi) the final Purchase Price based on the foregoing amounts and accompanied by reasonably detailed supporting calculations and documentation and (vii) a schedule including Purchaser’s determination of the Adjusted Payment Amount Closing Stale Receivables and the Post-Closing Stale Receivables, as well as a detailed description of any changes to the A/R Credits identified on the A/R Credit Schedule. The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. (c) Purchaser shall, and shall cause the Company to, grant the Seller and its authorized representatives reasonable access to all such papers and documents and all such personnel as it or its representatives may reasonably request, and the Seller shall have up to forty- five (45) days after receiving the Closing Statement to review the Closing Statement (the “Review Period”). The Seller shall deliver notice to Purchaser on or prior to the expiration of the Review Period specifying in reasonable detail all disputed items and the basis therefor. If the Seller fails to deliver such notice by such date, the Seller and the Principal Seller Members shall have waived their right to contest the Closing Statement. If the Seller notifies Purchaser of any objections to the Closing Statement, the parties shall, within twenty (20) Business Days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount shall be final and binding on for all purposes under this Agreement. (d) If at the conclusion of the Resolution Period the parties hereto have not reached an agreement on any objections with respect to the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless then all amounts and issues remaining in dispute shall be submitted by the Seller and Purchaser to the Independent Accountants for a determination resolving such amounts and issues. All fees and expenses relating to the work, if any, to be performed by the Independent Accountants shall notify be borne by Purchaser and the Seller in writing the proportion that the aggregate dollar amount of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, submitted to the extent reasonably practicable. The fees of any Independent Accountants by such accounting firm shall be divided equally between Seller and Purchaser. party that are unsuccessfully disputed by such party (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.as

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price shall be subject to adjustment, Eastern as of 12:01 a.m. (New York City time, ) on the thirtieth Closing Date, to reflect, in accordance with generally accepted accounting principles, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the CATV Operations for any period prior to such time on the Closing Date are for the account of Seller and all revenues and refunds, and all costs, expenses and liabilities (30thother than liabilities and obligations under contracts or other obligations of Seller that Buyer does not assume) calendar day following attributable to the CATV Operations on or after the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to this Section 2.03(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of any of the Sale Assets and for which Buyer will receive benefits after the Closing, which prepaid items shall be prorated between Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to the following: real and personal property taxes and assessments levied against the Sale Assets; real and personal property rentals; pole rentals; any expenses relating to pole rearrangement and make-ready work relating to the CATV System that is performed prior to Closing, to the extent that such work relates solely to Subscribers to be added to the System on or after the Closing Date; power and utility charges; access charges; and similar items; and (B) an amount equal to 50% of the cost of relocating certain of the equipment included in the Sale Assets in accordance with Section 6.05 hereof, if such amount has not been previously paid or reimbursed by Buyer, up to a maximum aggregate increase of $5,000. (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) all Subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date and retained by Seller; (B) all accrued and unpaid real and personal property taxes in respect of any of the Sale Assets (which taxes shall be prorated between Seller and Buyer as of the Closing Date on the basis of the respective period covered by any such taxes); (C) all accrued and unpaid expenses relating to the ownership or operation of any of the Sale Assets, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 2.03(a)(i) above); (D) all expenses relating to pole rearrangement and make- ready work relating to the CATV System of which Seller has received a notice of violation from the relevant pole company prior to the Closing Date and which has not been cured as of such date, or which Seller would normally perform, in the ordinary course of business, prior to the Closing Date and which has not been performed; (E) in the event the number of Closing Date Subscribers is less than the requisite number pursuant to Section 9.09, the product of (x) $1,740 and (y) the difference between such requisite number and the number of Closing Date Subscribers, up to a maximum aggregate decrease of $350,000; (F) the adjustment contemplated by Section 9.06, if any; (G) the unearned portion of any programming incentive payments paid to Seller prior to Closing with respect to which the Buyer is assuming the obligation to carry such programming on or after the Closing; and (H) the amount by which the PSC increases the rent to be paid by Buyer under the Headend Lease, adjusted to reflect a present value discount rate of 15%. (b) For purposes of determining the prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 2.03(a) above, Seller and Buyer shall proceed as follows: (i) Seller shall, not less than five days prior to the Closing Date, deliver to Buyer a certificate (the "Pre-Closing Certificate") which shall set forth Seller's good faith preliminary estimate of the prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 2.03(a) above, together with such documentation as may reasonably support Seller's preliminary estimate set forth therein, and the Purchase Price shall be adjusted on the Closing Date in accordance with such estimate. Seller hereby agrees that the total copyright payments owing with respect to the CATV System for the period in which the Closing occurs shall be calculated in accordance with applicable law and Seller shall pay its pro rata portion of such aggregate fees as provided in this Section 2.03(b). (ii) Within 60 days after the Closing Date, Seller shall deliver to Purchaser Buyer a certificate (the Final "Post-Closing Statement Certificate"), which shall set forth Seller's final determination of the prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 2.03(a) above, together with such documentation as may support Seller's determination thereof and such other documentation relating to such Post- Closing Certificate as Buyer may reasonably request. (iii) If Buyer shall make available in good faith conclude that the work papersPost-Closing Certificate does not accurately reflect the final prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant Section 2.03(a) above, schedules then Buyer shall, within 15 days after its receipt of the Post-Closing Certificate, provide to Seller its written statement of any discrepancies believed in good faith to exist, together with such documentation as may support Buyer's determination thereof and such other supporting data used by documentation relating to such statement as Seller may reasonably request. In connection with Buyer's review of the Post-Closing Certificate, Seller shall provide Buyer and Buyer's advisors with access to calculate all documents and prepare records in its possession or under its control which relate to the Final Closing Statement prorations and adjustments to enable Purchaser to verify the amounts Purchase Price set forth in the Final Post-Closing StatementCertificate. (biv) If Buyer and Seller cannot resolve any dispute to their mutual satisfaction within 30 days after Seller's receipt of Buyer's above- specified discrepancy statement, Buyer and Seller shall, within the 10 day period following the expiration of such 30-day period, designate a Dispute Resolution Person to review the Post-Closing Certificate, Buyer's discrepancy statement and any other relevant documents and to rule upon the differences between Buyer and Seller with respect thereto. The determination cost of retaining the Adjusted Payment Amount Dispute Resolution Person shall be final borne one-half by Buyer and one-half by Seller. The Dispute Resolution Person shall report its conclusions and ruling in writing to Buyer and Seller and such conclusions and ruling as to any adjustments to be made pursuant to this Section 2.03 shall be conclusive and binding on the all parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein to this Agreement and not subject to further dispute or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserreview. (cv) On If as a result of any resolution reached by Buyer and Seller, or before 12:00 noonany ruling made by the Dispute Resolution Person, Eastern timepursuant to clause (iv) above, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orBuyer is finally determined to owe any amount to Seller, in the case of a disputeor Seller is finally determined to owe any amount to Buyer, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller obligor shall pay to Purchaser an such amount in U.S. dollars equal to the amount of other party hereto within three Business Days after such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentfinal determination.