Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company as of the close of business on the day immediately preceding Within seven (7) days before the Closing Date Date, TMS shall deliver to Buyer a written statement (the "CLOSING BALANCE SHEETClosing Statement")) setting forth the Closing Current Net Asset Value and the Work In Process, it being understood that if any, and the Closing Balance Sheet. The Closing Balance Sheet shall not reflect any payments made or to and the Closing Statement will be made or liabilities that arise on account of or related to prepared in accordance with the consummation of the Contemplated Transactions, such as following procedures and rules: (i) The Closing Balance Sheet and Closing Statement shall be in a format substantially the execution and delivery same as the format of the Transaction DocumentsBalance Sheet and Interim Balance Sheet, including the spreadsheets and formulas provided to Buyer and Parent electronically prior to the Effective Date. (ii) Except as necessary to reflect the capital contribution and corresponding payment of the Intercompany Debt pursuant to adjustments described in Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition2.8 above, the Closing Balance Sheet and Closing Statement shall not reflect (xi) interest claimed to be owed by prepared from the Company to ▇▇▇▇▇▇ Circulation Company or books and records of TMS, (yii) disputes and unreconciled balances with present fairly the National Distributors. The Closing Balance Sheet shall financial condition of TMS as of the Effective Time, (iii) be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if GAAP consistently with the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver accounting principles historically used by TMS to prepare the Closing Balance Sheet, together with Seller's written calculation audited financial statements of the Closing Net Worth TMS (the "NET WORTH CALCULATION"other than footnotes), to Buyer within ninety (90) days following the Closing Date.; and (b) If within thirty three (303) days following delivery of the Closing Statement Buyer has not given TMS written notice of its objection to such statement (which notice shall state the basis of Buyer's objection), then the Closing Current Net Asset Value set forth in the Closing Statement shall be binding and conclusive on the parties and be used in computing the Current Net Asset Adjustment. (c) If Buyer duly gives TMS such notice of objection prior to three (3) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objectionStatement, and if TMS and Buyer fail (despite good faith negotiations by each of the Buyer and Seller fail TMS) to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation Statement within thirty two (302) days of SellerTMS's receipt of Buyer's objection notice, either TMS and Buyer or Seller may elect to shall submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, Grant Thornton (or if that firm declines such engagement, another independent certified public ot▇▇▇ ▇▇▇▇▇▇▇▇▇▇t accounting firm mutually agreed to by the parties, in each case utilizing partners that have parties if Grant Thornton will not represented and have no relationship with either party acc▇▇▇ ▇▇▇ ▇▇signment) (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), ) for resolution applying the principles, policies and practices set forth in GAAP pursuant to Section 2.6(a)2.9(a) above. If issues are submitted to the Independent Accountants for resolution, then: (i) TMS and Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly immediately furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; ; (iiiii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by to both TMS and Buyer within two (2) days of the submission to the Independent Accountants to both Buyer and Sellerof the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare in the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as calculation of the date of Closing Current Net Asset Value; and (iii) the determination notice sent by party against whom the Independent Accountants; and (iv) Buyer and Seller Accountants renders its decision shall each bear fifty percent (50%) all of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants.

Adjustment Procedure. (a) Seller shallPrior to Closing, with Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the cooperation of Buyer and the Company, prepare a balance sheet of the Company Working Capital as of the close of Company’s business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET")Closing, it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Intercompany Debt Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.4(c2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (iii20) consecutive days after receipt by Buyer of the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In additionDisagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Balance Sheet shall not reflect Working Capital Statement and Working Capital calculation. If at the end of such twenty (x20) interest claimed consecutive days, Buyer and Parent have been unable to be owed by the Company to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Circulation Company LLP (or (ysuch other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) disputes and unreconciled balances with to resolve the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations matters set forth in the Net Worth Calculation Disagreement Notice. The Unaffiliated Firm shall (which notice shall state i) resolve the general basis of Buyer's objection), then disagreement as to the Closing Balance Sheet Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Net Worth Calculation Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as prepared by Seller it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be finalno more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and conclusive on non-appealable by, the parties hereto. The fees and used to compute disbursements of the Adjustment Amount. Seller Unaffiliated Firm shall retain, be borne one half by Parent and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdone half by Buyer. (c) If Buyer duly gives Seller such notice The parties hereto agree that for purposes of objection, determining and if Buyer and Seller fail to resolve the issues outstanding with respect to comparing the Closing Balance Sheet and/or Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Net Worth Calculation within thirty Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (30d) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit Within ten (10) Business Days after the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in each case utilizing partners that have immediately available funds to the extent such amount was not represented and have no relationship with either party (already deducted from the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Purchase Price pursuant to Section 2.6(a). If issues are submitted ) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Independent Accountants for resolutionAdjustment Amount pursuant to this Section 2.6, thenthe following items shall not be included in the calculation of current assets: (i) Buyer Fees to be paid to the Company by ▇▇▇▇▇▇▇▇▇ 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and Seller shall execute any agreements required maintenance services for the month of October by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c)Company in the approximate net amount of £98,000; (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause Any amount of unreceived rent (approximately £37,000) to be furnished returned to the Independent Accountants such work papers and other documents and information relating to Company upon renewal of the disputed issues as lease by Picochip, a subtenant in the Independent Accountants may request and are available to that party or its accountants or other agentsCompany offices located in Bath, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues;England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the determination by receivable associated with the Independent Accountants, as set forth T-Mobile Bought Team October Services in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the parties preparation of the Estimated Closing Working Capital Statement and shall be used by Buyer to prepare excluded from the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as preparation of the date of Closing Working Capital Statement. Buyer agrees to cause the determination notice sent by Company to use commercially reasonable efforts to collect the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and T-Mobile Receivable in the event Buyer or Seller pays to same manner it collects its other accounts receivables. If the Independent Accountants Company receives any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the Independent AccountantsT-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Seller shallWithin ninety (90) days after the Closing, with Buyer shall prepare and deliver to the cooperation Stockholders’ Representative (i) a certificate (the “Closing Certificate”) setting forth Buyer’s calculation of Buyer the Merger Consideration as of the Closing Date, including an itemized statement of the Closing Working Capital and the Company, prepare (ii) a balance sheet of the Company Acquired Companies as of the close of business on the day immediately preceding the Closing Date reflecting Buyer’s calculation of each of the components of the Merger Consideration (the "CLOSING BALANCE SHEET"“Closing Balance Sheet”), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet which shall be prepared in accordance with Company GAAP. GAAP applied on a basis consistent with and used in preparing the Historical Financial Statements. (b) The Stockholders’ Representative shall have thirty (30) days from the date on which the Closing Certificate and Closing Balance Sheet shall include all year-end adjustments that would be included and made if has been delivered to it to raise any objection(s) to the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver Certificate and the Closing Balance Sheet, together by delivery of written notice to Buyer setting forth such objection(s) in reasonable detail (the “Disputed Items”). In the event that the Stockholders’ Representative shall not deliver any such objection(s) with Seller's written calculation respect to the Closing Certificate and the Closing Balance Sheet within such 30-day period, then the Closing Certificate and the Closing Balance Sheet shall be deemed final for purposes of this Section 2.10 and this Agreement. In the event that any such objection(s) are so delivered, the Closing Certificate and the Closing Balance Sheet shall be deemed not final and Buyer and the Stockholders’ Representative shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within 30 days of delivery of such notice, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items related to the Closing Working Capital to the Independent Accounting Firm. Buyer, the Surviving Corporation and the Stockholders’ Representative shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items related to the Closing Working Capital reasonably requested by the Independent Accounting Firm to the extent available to the Surviving Corporation or its Representatives, Buyer or its Representatives or the Stockholders’ Representative or its Representatives. Buyer and the Stockholders’ Representative shall be afforded an opportunity to present to the Independent Accounting Firm any material related to the Disputed Items related to the Closing Working Capital and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm will (i) resolve only the outstanding Disputed Items related to the Closing Working Capital and may not assign a value greater than the greatest value claimed for any item by either party or smaller than the smallest value claimed for any item by either party, and (ii) re-calculate the Merger Consideration as of the Closing Net Worth Date using the calculations set forth in the Closing Certificate, as modified only by (A) the "NET WORTH CALCULATION")Independent Accounting Firm’s resolution of the outstanding Disputed Items and/or (B) the written agreement of Buyer and the Stockholders’ Representative. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to Buyer within ninety (90) days following and the Closing Date. (b) If Stockholders’ Representative within thirty (30) days following delivery after the submission of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect Disputed Items related to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted Working Capital to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and SellerAccounting Firm, shall be final, binding and conclusive on Buyer, the parties Stockholders’ Representative and all Securityholders. The fees, costs and expenses of the Independent Accounting Firm will be borne by the party whose positions generally did not prevail in such determination, as determined by such Independent Accounting Firm, or if the Independent Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by the Stockholders’ Representative (payable solely out of the Representative Fund) and 50% by Buyer. (c) At such time as the Closing Certificate and the Closing Balance Sheet shall become final in accordance with Section 2.10(b), the Merger Consideration determined in accordance with the final Closing Certificate (the “Final Merger Consideration”) shall be compared to the Estimated Merger Consideration. If the Estimated Merger Consideration is greater than the Final Merger Consideration, the Securityholders shall pay to Buyer an amount equal to such excess (the “Adjusted Working Capital Deficiency”). Any payment to be made by the Securityholders pursuant to this Section 2.10(c) shall be made, within five (5) Business Days from the date that the Closing Certificate and the Closing Balance Sheet are finally determined pursuant to this Section 2.10, first by release of such amount from the Escrow Fund, second, if necessary, from the Representative Fund, and, third, if necessary, from the Securityholders (other than the holders of Dissenting Shares). If the Final Merger Consideration is greater than the Estimated Merger Consideration, the amount by which the Final Merger Consideration is greater than the Estimated Merger Consideration shall be referred to as the “Adjusted Working Capital Surplus”. Buyer shall pay to the Exchange Agent, for distribution to the Securityholders (other than former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and holders of Dissenting Shares), the portion of the Adjusted Working Capital Surplus payable to such Securityholders (net of any applicable Tax withholding amounts as contemplated by Section 2.14) within five (5) Business Days from the date that the Closing Certificate is finally determined pursuant to this Section 2.10. At such time, Buyer also shall make available to the Surviving Corporation the portion of the Adjusted Working Capital Surplus payable to the former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and the Surviving Corporation shall make the payments to such former holders in accordance with the terms of this Agreement, net of any applicable Tax withholding amounts contemplated by Section 2.14, via a regular or special payroll run, in accordance with its regular payroll practices. (d) From and after the delivery of the Closing Certificate, the Stockholders’ Representative and its accountants, lawyers and representatives will be given full access at all reasonable times to (and shall be used allowed to make copies of) the books and records of the Surviving Corporation and its Subsidiaries and to any personnel of the Surviving Corporation or any Subsidiaries reasonably requested by such persons, in each case solely in connection with their review of Buyer to prepare calculations and determination of the final Merger Consideration or any dispute relating thereto. (e) If, for any reason, Buyer fails to deliver the Closing Balance Sheet Certificate within the time period required by Section 2.10(a), the Estimated Working Capital set forth in the Estimated Closing Certificate delivered by the Company to Buyer prior to the Closing shall be considered for all purposes of this Agreement to be Buyer’s calculation of the Closing Working Capital in Buyer’s “Closing Certificate” and the Net Worth Calculation, which Stockholders’ Representative shall become binding on the parties as have all of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller its rights under this Section 2.10 with respect to the fees and costs of the Independent Accountantssuch certificate.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, shall prepare a balance sheet Closing Balance Sheet (“Closing Balance Sheet”) of the Company Business as of the close of business on the day immediately preceding the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the "CLOSING BALANCE SHEET"), it being understood that “Closing Net Asset Value”) based upon the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtSheet. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Buyer shall deliver the Closing Balance Sheet, together with Seller's written calculation Sheet and its determination of the Closing Net Worth Asset Value to Sellers within forty-five (the "NET WORTH CALCULATION"), to Buyer within ninety (9045) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet. (b) For purposes of the Closing Balance Sheet, no earlier than sixty (60) days prior to the Closing Date, Parent shall conduct a physical inventory of the Inventory and shall perform the related physical inventory reconciliation as to the Inventory as of the Closing Date, based on a full physical count (the “Closing Physical Inventory Count”). Buyer and each party’s independent auditors and other Representatives shall have the right to observe the Closing Physical Inventory Count taken by Parent pursuant to the preceding sentence. The Closing Physical Inventory Count taken in accordance with this Section 2.11(b) shall be the sole physical inventory count used in the preparation of the Closing Balance Sheet, and neither Buyer nor Sellers (nor the Independent Accountants to the extent hereinafter provided for) shall be required to, and none of them shall, except as provided below in connection with a dispute as to inventory reconciliation, use any physical inventory count other than the Closing Physical Inventory Count for purposes of preparing the Closing Balance Sheet (or in the case of the Independent Accountants for resolving any dispute with respect thereto). The parties agree that any dispute between the parties arising in the course of the physical inventory count shall be resolved by the parties, acting in good faith, immediately upon the dispute arising, including, to the extent necessary, asking the senior Representatives of each party present to review the dispute and resolve it by reasonable means taken in good faith. Any dispute between the parties arising in connection with the physical inventory reconciliation contemplated above shall likewise be resolved, to the extent reasonably possible, at the time of the reconciliation activities in the same manner as with respect to resolving a dispute in the physical inventory count as provided above. Should, however, such efforts not result in a resolution of such dispute as to inventory reconciliation, then, as soon after the failure of such resolution as to inventory reconciliation as is practicable, there shall be undertaken a physical inventory recount as to the inventory affected by the dispute as to which the foregoing procedures for dispute resolution shall be applied. Either party may, at its sole expense, ask the Independent Accountants to observe any such physical inventory recount following an inventory reconciliation dispute, which Independent Accountants shall thereafter, if they so observe such physical inventory recount, have complete and final authority to resolve finally any dispute arising by reason of the physical recount or the reconciliation following thereafter. (c) If within thirty (30) days following delivery of the Closing Balance Sheet and the Closing Net Worth Calculation Buyer has Asset Value calculation Sellers have not given Seller Buyer written notice of its their objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Asset Value calculation (which notice shall state the general basis of Buyer's Sellers’ objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared Asset Value calculated by Seller Buyer shall be final, binding and conclusive on the parties and be used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (cd) If Sellers duly give Buyer duly gives Seller such notice of objection, and if Sellers and Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or and the calculation of the Closing Net Worth Calculation Asset Value within thirty (30) days of Seller's Buyer’s receipt of Buyer's Sellers’ objection notice, either Sellers and Buyer or Seller may elect to shall submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS")Independent Accountants, for resolution applying the principles, policies and practices set forth in Section 2.6(a)Agreed Accounting Principles. If issues are submitted to the Independent Accountants for resolution, then: (i) Sellers and Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, agents and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; issues and to discuss the issues with the Independent Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written reasonably detailed notice to be delivered by to both Parent and Buyer within forty-five (45) days of the submission to the Independent Accountants to both Buyer and Sellerof the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare in the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as calculation of the date of the determination notice sent by the Independent AccountantsClosing Net Asset Value; and and (iviii) Sellers and Buyer and Seller shall will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that . In connection with the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs retention of the Independent Accountants, Sellers and Buyer agree that they will enter into a customary engagement agreement therewith, including appropriate provision for joint and several indemnity of such Independent Accountants as to their services and conclusions.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, Sellers will prepare a balance sheet or cause to be prepared consolidated financial statements ("Closing Financial Statements") of the Company as of the Effective Date in accordance with GAAP for the period from the date of the Balance Sheet through the close of business on the day immediately preceding before the Closing Date Effective Date, including a computation of Net Book Value as of the Effective Date. The fees and expenses of Sellers (including the "CLOSING BALANCE SHEET"fees and expenses of Sellers' counsel, accountants, brokers, representatives and other agents), it being understood that to the Closing Balance Sheet shall not reflect any payments made extent paid or to be made paid by Company as permitted hereunder, shall be reflected either as a reduction in cash or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, a liability in the Closing Balance Sheet Financial Statements, and no fees or expenses of Sellers shall not reflect (x) interest claimed to be owed paid by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if after the Closing Balance Sheet had been prepared at a fiscal year endthat are not reflected as liabilities on the Closing Financial Statements. Seller shall Sellers will deliver the Closing Balance Sheet, together with SellerFinancial Statements to Buyer within 30 days after the Effective Date. If within 30 days following Buyer's written calculation receipt of the Closing Net Worth (the "NET WORTH CALCULATION")Financial Statements, to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written Sellers' Representative notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Net Book Value reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retainIf Buyer gives such notice of objection and Buyer and the Seller's Representative cannot agree with regard to such objection within 14 days thereafter, and cause its then the issues in dispute will be submitted to nationally recognized certified public accountants and other agents to retain, all such work papers and other documentation and information mutually agreed upon by the parties (which have not been engaged by either party or their Subsidiaries for a period of at least two (2) years from prior to the date the same is created. (c) If of delivery to Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30Financial Statements) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); within fifteen (ii15) Buyer and Sellerbusiness days after request, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to and discuss with the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; dispute prior to the Accountants' determination; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered Buyer and the Seller's Representative by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on Buyer and all Sellers in the parties absence of manifest error; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees of the Accountants for such determination unless all issues are resolved against either Buyer or Sellers, in which event the Accountants may, in their discretion, award arbitration expenses, including the Accountants' fees, and costs of their engagement, the other party agrees to reimburse the other, as applicable, counsel fees to the extent required prevailing party. (b) By the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price (after consideration of the Adjustment Amount) is greater than the payment made pursuant to equalize Section 2.4(b)(i) and 2.4(b)(ii), Buyer will pay the difference to Sellers, and if the Purchase Price (after consideration of the Adjustment Amount) is less than such amount, Sellers will pay the difference to Buyer. All payments will be made together with interest at the publicly announced prime rate charged by Fleet Bank beginning on the Effective Date and ending on the date of payment. Payments must be made in immediately available funds. The Purchase Price shall be the Purchase Price as adjusted by the Adjustment Amount. Payments to Sellers must be made in the manner set forth in Section 2.4(b)(i). Payments to Buyer must be made by wire transfer to such bank account as Buyer and Seller with respect to will specify. Any good faith dispute in the fees and costs calculation of the Independent AccountantsAdjustment Amount will not constitute a breach of any of the representations or warranties of either Buyer or Sellers hereunder and will not give either party any right to indemnification hereunder.

Adjustment Procedure. (a) Seller shallSellers will prepare and will cause , with the cooperation of Buyer and the Company's certified public accountants, prepare a balance sheet to audit consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Balance Sheet through the Closing Date (the "CLOSING BALANCE SHEET")Date, it being understood that including a computation of consolidated stockholders' equity as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtDate. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall Sellers will deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), Financial Statements to Buyer within ninety (90) sixty days following after the Closing Date. (b) . If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statements, Buyer has not given Seller written Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the consolidated stockholders' equity reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all If ▇▇▇▇▇ gives such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice no ▇▇▇▇ of objection, then the issues in dispute will be submitted to (b) On the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price is greater than the aggregate of the payments made pursuant to Sections 2.4(b)(i) and 2.4(b)(iii) and the aggregate principal amount of the Promissory Notes, Buyer will pay the difference to Sellers, and if Buyer and Seller fail the Purchase Price is less than such aggregate amount, Sellers will pay the difference to resolve the issues outstanding Buyer. All payments will be made together with respect to interest at % compounded daily beginning on the Closing Balance Sheet and/or Date and ending on the Net Worth Calculation within thirty (30) days date of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect payment. Payments must be made in immediately available funds. Payments to submit Sellers must be made in the issues remaining manner and will be allocated in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices proportions set forth in Section 2.6(a2.4(b)(i). If issues are submitted Payments to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to must be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by wire transfer to such bank account as Buyer and Seller with respect to the fees and costs of the Independent Accountantswill specify.

Adjustment Procedure. (a) The Seller shallwill prepare and the Buyer's Auditors, with Price Waterhouse L.L.P., will audit the cooperation Closing Financial Statements of the Seller. The Seller will deliver the Closing Financial Statements to Buyer and the Company, prepare a balance sheet Buyer's Auditor within forty-five (45) days after the Closing Date. The Buyer and the Buyer's Auditor shall have forty-five (45) days after receipt of the Company as of Closing Financial Statements from the close of business on the day immediately preceding Seller to review the Closing Date (Financial Statements and deliver to the "CLOSING BALANCE SHEET"), it being understood Buyer and the Seller the Auditor's Report stating that the Closing Financial Statements fairly present (1) the Balance Sheet shall not reflect any payments made or to be made or liabilities that arise and the statement of Net Assets of Seller at February 28, 1998 in conformity with Generally Accepted Accounting Principles applied on account a consistent basis with the past practices of or related to Seller and with the consummation August 1, 1997 Balance Sheet and (2) the Operating Income of Seller for the fiscal year ended February 28, 1998 in conformity with Generally Accepted Accounting Principles applied on a consistent basis with the past practices of the Contemplated Transactions, such as (i) the execution Seller and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of Operating Income Statement for the Closing Net Worth five (5) months ended July 31, 1997 and the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) March 1997 Forecast. If within thirty ten (3010) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer Auditor's Report, either party has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's such objection), then the Capital Employed and Operating Income reflected in the Closing Balance Sheet and Financial Statements will be used in computing the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amountadjustment amount set forth in Section 2.10(c). Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly either party gives Seller such notice of objection, and if the Buyer and the Seller fail shall attempt in good faith to resolve the issues outstanding with respect matter or matters in dispute. If the Buyer and the Seller, notwithstanding such good faith effort, shall have failed to resolve the Closing Balance Sheet and/or the Net Worth Calculation matter or matters in dispute within thirty twenty (3020) business days of Seller's after receipt of Buyer's objection noticethe written notice of dispute, either Buyer or Seller may elect to submit the issues then any remaining in dispute to the Atlanta, Georgia office disputed matters shall be finally and conclusively determined by an independent auditing firm of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party recognized national standing (the "INDEPENDENT ACCOUNTANTSArbiter"), for resolution applying ) selected by the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and the Seller, which shall be Arthur Andersen L.L.P., unless such f▇▇▇ ▇▇al▇ ▇▇▇▇ ▇ conflict of interest with the Buyer or the Seller shall execute any agreements required which is not waived by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); appropriate party. Promptly, but not later than twenty (ii20) Buyer and Sellerbusiness days after its acceptance of its appointment, each at its own expense, the Arbiter shall promptly furnish or cause to be furnished to the Independent Accountants such determine (based upon a review of work papers and other documents and information relating to the disputed issues as the Independent Accountants Arbiter may request request) only those issues in dispute and are available shall render a report as to the disputes, which report shall be conclusive and binding upon the parties hereto. If within twenty (20) business days of the receipt of a written notice of dispute the parties determine that party Arthur Andersen cannot serve as the Arb▇▇▇▇ ▇e▇▇▇▇▇ ▇▇ a conflict of interest with either the Buyer or its accountants or other agentsthe Seller and the parties cannot agree upon a substitute within such period, the parties shall submit the matter of the selection of the Arbiter to the American Arbitration Association ("AAA") for resolution. Any such arbitration shall take place in, and shall be afforded in accordance with the opportunity Commercial Arbitration Rules of the AAA in Hartford, Connecticut. Each of the Buyer and the Seller shall promptly select a single arbitrator and file with the AAA a notice of appointment. The two (2) arbitrators so chosen shall select a third arbitrator who shall act as chairperson of the arbitration. If either the Buyer or the Seller should abstain from selecting an arbitrator, or should the two arbitrators selected above fail to present to select a third, then at the Independent Accountants, with a copy to the other request of either party, any written material relating the President of the AAA shall select an arbitrator, to fill the disputed issues; vacant position within ten (iii10) business days of such request. The arbitration panel shall thereafter select the determination by Arbiter, and the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, the Seller agree to cooperate with the arbitration panel to facilitate the speedy selection of the Arbiter. The fees and expenses of the arbitration panel shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller. In resolving any disputed item, the Arbiter may not assign a value to any particular item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party in each case, as presented to the Arbiter. The fees and disbursements of the fees Arbiter shall be allocated between the Buyer and costs the Seller based upon the percentage ratio that the sum of the Independent Accountants for net amounts subject to dispute resolved against each of the parties bears to the total of the net amounts subject to dispute. For this purpose, the "net amounts subject to dispute" shall represent the difference between the amount of such determination; provideditems as proposed by the Buyer and the corresponding amount of such items proposed by the Seller, however, that in each case as submitted to the engagement agreements referred Arbiter. (b) On the tenth (10th) business day following the date on which the Closing Financial Statements are agreed to in subpart (i) above may require accordance with Section 2.11(a), the parties to final determination of the Purchase Price Adjustment shall be bound jointly and severally to the Independent Accountants for those fees and costsmade, and paid in accordance with Section 2.10(c). (c) For purposes of complying with the event Buyer or Seller pays terms set forth herein, each party shall cooperate with and promptly make available to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party and its auditors and representatives, all information, records, data, auditors' working papers, and access to its personnel, shall permit access to its facilities and shall permit the other party and its auditors and representatives to make copies of all information, records, data and auditors' working papers, in each case as may be reasonably required in connection with the analysis of the Closing Financial Statements, the calculation of the Capital Employed and Operating Income and the resolution of any dispute(s) thereunder. Buyer acknowledges that the Percentage-of-Completion Method of Accounting shall be used in the preparation of the Closing Financial Statements in connection with shop orders related to the Pratt and Whitney job and the Johnson & ▇▇▇▇son jobs (shop order num▇▇▇▇ ▇▇244 ▇▇▇ ▇▇905). Seller represents that the Johnson & Johnson jobs are scheduled fo▇ ▇▇▇▇tan▇▇▇▇ ▇ompletion in February 1998 and actual delivery in February or March 1998 and the Pratt & Whitney job is scheduled for ▇▇▇ual delivery in April 1998. Seller agrees that the consideration required to reimburse be paid by Buyer under the other, as applicable, Technology Assignment Agreement shall not apply to the Pratt and Whitney job and the Johnson a▇▇ ▇▇hnson ▇▇▇▇ (shop order n▇▇▇▇▇▇ 3424▇ ▇▇▇ ▇4905). Buyer and Seller agree that any audit adjustments (excluding the adjustment pursuant to Section 2.10(b) proposed by Buyer's Auditor to the Closing Financial Statements will be included only to the extent required such audit adjustments exceed Ten Thousand and 00/100 Dollars ($10,000.00) and such audit adjustments will not include any adjustments to equalize (1) the payments made by Buyer Intellectual Property Assets, as long as the Intellectual Property Assets are accounted for consistently with the past practices of Seller (2) Taxes and Seller with respect to the fees and costs of the Independent Accountants(3) Environmental Laws.

Adjustment Procedure. (a) Seller shall, with Buyer will cause the cooperation of Buyer Company to prepare and the Company, prepare will cause Buyer’s certified public accountants to review a balance sheet (the “Closing Balance Sheet”) of the Company as of the close Closing Date, including a computation of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that Company’s Net Asset Amount. Buyer will prepare the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account and such Net Asset Amount in accordance with GAAP (except for the absence of or related to the consummation of the Contemplated Transactions, such as (i) the execution footnotes and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(cyear-end adjustments), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, Buyer will deliver the Closing Balance Sheet shall not reflect (x) interest claimed and the Net Asset Amount to be owed by the Company to ▇▇▇Jung Hun ▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer “Sellers’ Representative”) within ninety (90) 60 days following after the Closing Date. (b) . If within thirty (30) 30 days following delivery of the Closing Balance Sheet and the Net Worth Calculation Asset Amount, the Sellers’ Representative does not deliver to Buyer has not given Seller written notice of its any objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in and the Net Worth Calculation Asset Amount (which notice shall state must contain a reasonably detailed statement of the general basis of Buyer's objectionall objections of Sellers), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Asset Amount will be conclusive and binding on Buyer and each Seller shall and will be final, binding and conclusive on the parties and used to compute in calculating the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (cb) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail the Sellers’ Representative will act in good faith to resolve the issues outstanding with respect themselves any objections to the Closing Balance Sheet and/or or the Net Worth Calculation Asset Amount. If they are unable to do so within thirty (30) 30 days of Seller's after Buyer’s receipt of Buyer's notice of objection noticefrom the Sellers’ Representative, either Buyer or Seller may elect to submit then the issues remaining in dispute will be submitted to the Atlantaa mutually acceptable, Georgia office nationally- recognized firm of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party accountants (the "INDEPENDENT ACCOUNTANTS"“Accountants”), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues are submitted Each party will furnish to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; (iii) issues and to discuss the determination issues with the Accountants. The resolution of the issues in dispute by the Independent Accountants, as set forth in a written notice delivered to be delivered Buyer and the Sellers’ Representative by the Independent Accountants to both Accountants, will be conclusive and binding on Buyer and each Seller, shall be final, binding . Buyer and conclusive on Sellers will each bear 50% of the parties Accountants’ fees and shall be used by expenses for such resolution. Buyer to prepare will revise the final Closing Balance Sheet and the Net Worth CalculationAsset Amount to reflect the resolution of the issues in dispute, and the revised Closing Balance Sheet and the Net Asset Amount will be used in calculating the Adjustment Amount. (c) The “Adjustment Amount” (which shall become binding may be a positive or negative number) will be equal to (i) the Net Asset Amount of the Company as of the Closing Date determined in accordance with Section 2.3 (a) or (b) (as applicable) converted into United States Dollars at the spot exchange rate between Korean Won and United States Dollars on the parties business day immediately preceding the Closing Date as announced by Seoul Money Brokerage Services, Ltd. at 9:30 a.m., Seoul time on such date, minus (ii) Four Million United States Dollars (US$4,000,000). (d) On the tenth business day following (i) the expiration of the objection period in Section 2.3(a), if the Sellers’ Representative makes no objection, (ii) the resolution of all objections by Buyer and the Sellers’ Representative pursuant to Section 2.3(b) or (iii) the date of the determination Accountants’ notice sent pursuant to Section 2.3(b) (as the case may be), if the Adjustment Amount is positive, Buyer will pay that amount in the aggregate to Sellers by wire transfer to an account designated by the Independent Accountants; and (iv) Sellers’ Representative, and if the Adjustment Amount is negative, Sellers will pay the absolute value of that amount to Buyer by wire transfer to an account designated by Buyer. Any Adjustment Amount, if any, payable to Sellers shall be paid to each Seller pro rata, based on the number of Shares held by such Seller immediately prior to the Closing and Seller shall each bear fifty percent (50%) the total number of Shares of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally Company outstanding immediately prior to the Independent Accountants for those fees Closing. All payments will be made together with interest at 5% per annum, compounded daily beginning on the Closing Date and costs, and in ending on the event Buyer or Seller pays to the Independent Accountants any amount in excess date of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantspayment.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within Within ninety (90) days following after the Closing Date, Buyer shall prepare in good faith and deliver to Sellers a written statement (the “Post-Closing Statement”) prepared in accordance with this Agreement and the Accounting Principles, setting forth in reasonable detail together with reasonably detailed supporting calculations, information and documentation, Buyer’s good faith calculation of the Closing Cash Consideration (and each component thereof). If Buyer fails to deliver a Post-Closing Statement within this ninety (90) day period, then Sellers’ calculations as shown on the Estimated Closing Statement will be final and binding. (b) If Buyer delivers a Post-Closing Statement and Sellers disagree with Buyer’s calculations of the Closing Cash Consideration (and any component thereof), Sellers will notify Buyer in writing of such disagreement within forty five (45) calendar days after delivery of the Post-Closing Statement to Sellers, which notice will describe the nature of any such disagreement in reasonable detail, identify the specific items involved (the “Disputed Items”) and the dollar amount of each such disagreement, and provide reasonable supporting documentation for each such disagreement. If Sellers confirm in writing that they agree with the Post-Closing Statement, or if Sellers fail to deliver such a notice of disagreement within this forty five (45) day period, then Buyer’s calculations as shown on the Post-Closing Statement will be final and binding. (c) Each of Buyer and Sellers will provide the other and its Representatives with reasonable access to Books and Records and relevant personnel for purposes of resolving any disagreements that arise under this Section 2.5 and to negotiate in good faith to resolve any such disagreement. If Buyer and Sellers are unable to resolve all disagreements raised by Sellers pursuant to Section 2.5(b) within thirty (30) calendar days following after delivery to Buyer of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller Sellers’ written notice of its objection such disagreement, then such disagreements will be submitted for final and binding resolution to an independent and internationally recognized accounting firm as mutually agreed between the Parties (the “Accounting Arbitrator”). The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to the Disputed Items. The Accounting Arbitrator shall act as an expert and not as an arbitrator. The Accounting Arbitrator shall determine any amounts set forth dispute to the extent relevant to resolving the Disputed Items but the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator’s activities and jurisdiction shall be limited to the Disputed Items. The Accounting Arbitrator’s decision shall be based solely on the Closing Balance Sheet or the calculations set forth written submissions by Sellers and Buyer and their respective Representatives and not by independent review. Parties to instruct Accounting Arbitrator to deliver to Buyer and Sellers, as promptly as practicable after its appointment, but in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for any event within a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days Business Days following the date on which it was appointed, a written report setting forth the resolution of Seller's receipt each such Disputed Item determined in accordance with the Accounting Principles and the terms of Buyer's objection noticethis Agreement, which, as to each amount in disagreement, will be an amount no less than the lesser of the amounts claimed by either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agentsSellers, and shall be afforded no greater than the opportunity to present to greater of the Independent Accountants, with a copy to amounts claimed by either Buyer or Sellers. The written decision of the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive Accounting Arbitrator on the parties matters will be final and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of Parties. The Accounting Arbitrator’s fees and any costs properly incurred in arriving at the determination notice sent (including any fees and costs of any advisers appointed by the Independent Accountants; and (ivAccounting Arbitrator) shall be borne by the Parties in inverse proportion to their respective gain and loss positions relative to the Disputed Items. For example, if Sellers challenge the calculation a Disputed Item by an amount of $100,000, but the Accounting Arbitrator determines that Sellers have a valid claim for only $60,000, then Buyer and Seller shall each bear fifty sixty percent (5060%) of the fees and costs expenses of the Independent Accountants Accounting Arbitrator and Sellers shall bear the other forty percent (40%) of such fees and expenses. Other than such fees and expenses of the Accounting Arbitrator, each of Buyer and Sellers will be responsible for such determination; providedtheir own costs and expenses incurred in connection with any actions taken pursuant to this Section 2.5. (d) The Closing Cash Consideration as finally determined pursuant to Section 2.5(b) or Section 2.5(c), howeveras the case may be, that the engagement agreements is referred to in subpart (i) above may require as the parties to be bound jointly “Final Closing Cash Consideration.” Buyer and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% Sellers shall prepare an updated version of the fees and costs of their engagement, Allocation Schedule setting forth the other party agrees to reimburse Final Closing Cash Consideration (the other, “Final Allocation Schedule”). The Final Closing Cash Consideration shall be further allocated among the Assets as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantsset forth in Section 7.15(b).

Adjustment Procedure. (a) Seller shallSellers shall prepare the Closing Financial Statement (as defined below) and shall cause Ernst & Young, with the cooperation of Buyer and the Company, prepare LLP to undertake a balance sheet audit (the "Balance Sheet Audit") as of the Closing Date and compute the Net Working Capital of the Company as of the close Closing Date and the adjustment, if any, to the Purchase Price required by Section 1.3, and Ernst & Young LLP shall, and Sellers shall cause Ernst & Young, LLP to, deliver to Buyer, within forty-five (45) days of business on the day immediately preceding the Closing Date Date, a detailed written statement with reasonable supporting documentation (the "CLOSING BALANCE SHEETClosing Financial Statement")) reflecting the result of its audit. Buyer and Seller shall have access to, it being understood that and will have the opportunity to present to Ernst & Young, LLP any material relating to, the Closing Balance Sheet shall not reflect any payments made or Financial Statement, and to be made or liabilities discuss the audit of the Closing Financial Statement with Ernst & Young, LLP. The parties agree that arise on account of or related with respect to the consummation audit contemplated in this Agreement and by Section 1.5(a) of the Contemplated TransactionsAsset Purchase Agreement, such as (i) Sellers cost shall not exceed, in the execution aggregate Thirty Five Thousand Dollars ($35,000) and delivery that any amount in excess of $35,000 shall be the Transaction Documents, obligation of Buyer and (ii) Sellers shall cause Ernst & Young LLP to limit the capital contribution and corresponding payment scope of such audit upon receiving a reasonable written request from Buyer setting forth the scope of such restrictions within five (5) days of Ernst & Young LLP commencing such audit. For the avoidance of doubt, other than (A) the adjustment of the Intercompany Debt Purchase Price to reflect changes in the Preliminary Net Working Capital pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note 1.3 and (ivB) claims for breaches of the Intercompany Debt. In additionrepresentations and warranties contained in this Agreement that require the Sellers to indemnify Buyer pursuant to Article X, the Closing Balance Sheet Audit shall not reflect (x) interest claimed have no effect on any adjustment to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsPurchase Price. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statement Buyer has not given Seller written Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Financial Statement (which notice shall state must contain a reasonable statement of the general basis of Buyer's the objection), then the Closing Balance Sheet Financial Statement shall be deemed to be the "Final Closing Financial Statement" and the Net Worth Calculation as prepared by Seller Working Capital amount set forth therein shall be final, binding and conclusive on deemed to be the parties and used to compute the Adjustment Amount"Final Net Working Capital". Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if then the issues in dispute will be submitted to one of the "Big Four" national accounting firms (other than Ernst & Young, LLP) mutually acceptable to Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party Sellers (the "INDEPENDENT ACCOUNTANTSAccountants"), ) for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may reasonably request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer will bear fifty percent (50%) and Seller shall each Sellers will bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided. If Buyer has given a notice of objection in accordance with this Section 1.4(a), howeverthe Closing Financial Statement, that as modified by resolution of any such disputes with respect thereto by the engagement agreements referred Accountants, shall be the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be the "Final Net Working Capital". (b) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is greater than the Preliminary Net Working Capital, Buyer will pay such difference to Sellers in subpart immediately available funds and the Escrow Agent shall, and Buyer shall cause the Escrow Agent to, deliver to Sellers Five Hundred Thousand Dollars (i$500,000) above may require from the parties Escrow Payment in accordance with the Escrow Agreement. (c) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is less than the Preliminary Net Working Capital (such difference, the "Difference") and such Difference is less than or equal to be bound jointly and severally Five Hundred Thousand Dollars ($500,000), Sellers shall direct the Escrow Agent to deliver to Buyer, from the amounts held pursuant to the Independent Accountants for those fees and costsEscrow Agreement, the Difference, and Buyer shall direct the Escrow Agent to deliver to Sellers, from the Escrow Payment Five Hundred Thousand Dollars ($500,000) less the Difference, all in accordance with the event Buyer or Seller pays to Escrow Agreement. (d) On the Independent Accountants any amount in excess of 50% fifth (5th) business day following the final determination of the fees Final Closing Financial Statement, if the Difference is greater than Five Hundred Thousand Dollars ($500,000), Sellers shall direct the Escrow Agent to deliver to Buyer, from the Escrow Payment, Five Hundred Thousand Dollars ($500,000) in accordance with the Escrow Agreement and costs of their engagementshall pay to Buyer, in immediately available funds, the other party agrees to reimburse Difference less Five Hundred Thousand Dollars ($500,000). (e) Unless otherwise specifically provided for herein, any item which is contained within the other, Final Net Working Capital or the Balance Sheet Audit that has been reviewed as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs part of the Independent Accountantsadjustment process in arriving at the Final Net Working Capital shall not serve as a basis for an indemnification claim for a breach of a representation, warranty, covenant or agreement under this Agreement.

Adjustment Procedure. (a) Seller shallShareholder shall prepare the Closing Financial Statement (as defined below) and shall cause Ernst & Young, with the cooperation of Buyer and the Company, prepare LLP to undertake a balance sheet of audit (the Company "Balance Sheet Audit") with respect to the Retail Store Business and the Meat Processing Business as of the close Closing Date and compute the Net Working Capital of business on the day immediately preceding Sellers as of the Closing Date with respect to the Retail Store Business and the Meat Processing Business and the adjustment, if any, to the Purchase Price required by Section 1.4, and Ernst & Young LLP shall, and Seller Shareholder shall cause Ernst & Young, LLP to, deliver to Buyer Parties, within forty-five (45) days of the Closing Date, a detailed written statement with reasonable supporting documentation (the "CLOSING BALANCE SHEETClosing Financial Statement")) reflecting the result of its audit. Buyers and Sellers shall have access to, it being understood that and will have the opportunity to present to Ernst & Young, LLP any material relating to, the Closing Balance Sheet shall not reflect any payments made or Financial Statement, and to be made or liabilities discuss the audit of the Closing Financial Statement with Ernst & Young, LLP. The parties agree that arise on account of or related with respect to the consummation audit contemplated by this Agreement and by Section 1.4(a) of the Contemplated TransactionsShare Purchase Agreement, such as (i) the execution Seller Shareholder's cost shall not exceed, in the aggregate, Thirty Five Thousand Dollars ($35,000) and delivery that any amount in excess of $35,000 shall be the Transaction Documentsobligation of Buyers, and (ii) the capital contribution and corresponding payment Seller Shareholder shall cause Ernst & Young LLP to limit the scope of such audit upon receiving a reasonable written request from Buyers setting forth the scope of such restrictions within five (5) days of Ernst & Young LLP commencing such audit. For the avoidance of doubt, other than (A) the adjustment of the Intercompany Debt Purchase Price to reflect changes in the Preliminary Net Working Capital pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note 1.4 and (ivB) claims for breaches of the Intercompany Debt. In additionrepresentations and warranties contained in this Agreement that require the Seller Parties to indemnify Buyers pursuant to Article X , the Closing Balance Sheet Audit shall not reflect (x) interest claimed have no effect on any adjustment to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsPurchase Price. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statement Buyer has Parties have not given Seller written Shareholder notice of its their objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Financial Statement (which notice shall state must contain a reasonable statement of the general basis of Buyer's the objection), then the Closing Balance Sheet Financial Statement shall be deemed to be the "Final Closing Financial Statement" and the Net Worth Calculation as prepared by Seller Working Capital amount set forth therein shall be final, binding and conclusive on deemed to be the parties and used to compute the Adjustment Amount"Final Net Working Capital". Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller Parties give such notice of objection, and if then the issues in dispute will be submitted to one of the "Big Four" national accounting firms (other than Ernst & Young, LLP) mutually acceptable to Buyer Parties and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties (the "INDEPENDENT ACCOUNTANTSAccountants"), ) for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the 3 <PAGE> disputed issues as the Independent Accountants may reasonably request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer Parties will bear fifty percent (50%) and Seller shall each Parties will bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided. If Buyer Parties have given a notice of objection in accordance with this Section 1.5(a), howeverthe Closing Financial Statement, that as modified by resolution of any such disputes with respect thereto by the engagement agreements referred Accountants, shall be the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be the "Final Net Working Capital". (b) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is greater than the Preliminary Net Working Capital, Buyers will pay such difference to Sellers in subpart (i) above may require immediately available funds and the parties to be bound jointly and severally to the Independent Accountants for those fees and costsEscrow Agent shall, and Buyers shall cause the Escrow Agent to, deliver to Sellers One Million Dollars ($1,000,000) from the Escrow Payment in accordance with the Escrow Agreement. (c) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is less than the Preliminary Net Working Capital (such difference, the "Difference") and such Difference is less than or equal to One Million Dollars ($1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, the Difference, and Buyers shall direct the Escrow Agent to deliver to Sellers, from the Escrow Payment, One Million Dollars ($1,000,000) less the Difference in accordance with the Escrow Agreement. (d) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Difference is greater than One Million Dollars ($1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, One Million Dollars ($1,000,000) and Seller Parties shall pay to Buyers, in immediately available funds, the Difference less One Million Dollars ($1,000,000) in accordance with the Escrow Agreement. (e) Unless otherwise specifically provided for herein or in the event Buyer Share Purchase Agreement, any item which is contained within the Final Net Working Capital or Seller pays to the Independent Accountants any amount in excess of 50% Balance Sheet Audit or that has been reviewed as part of the fees and costs adjustment process in arriving at the Final Net Working Capital shall not serve as a basis for an indemnification claim for a breach of their engagementa representation, the other party agrees to reimburse the otherwarranty, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantscovenant or agreement under this Agreement.

Adjustment Procedure. (a) Seller shallThe Sellers’ Representative will prepare and will cause ▇▇▇▇ ▇▇▇▇▇▇, with the cooperation of Buyer and CPA, the Company’s certified public accountant, prepare to review (as the Company’s expense), a balance sheet (“Closing Balance Sheet”) of the Company as of the close of business on the day immediately preceding the Closing Date (and a calculation of the "CLOSING BALANCE SHEET"), it being understood that Adjustment Amount. Sellers will deliver the Closing Balance Sheet to Buyer within thirty (30) clays after the Closing Date. Following the Closing, Buyer shall not reflect any payments made or to be made or liabilities that arise on account of or related provide the Sellers’ Representative access to the consummation records and employees of the Contemplated Transactions, such as (i) Company to the execution and delivery extent necessary for the preparation of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet and shall not reflect (x) interest claimed to be owed by cooperate and cause the Company and the employees of the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances cooperate with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver (the “Closing Balance Sheet Accounting Firm”) in connection with its preparation and review of the Closing Balance Sheet, together with Seller's written calculation which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) Balance Sheet. If within thirty ten (3010) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Sheet, Buyer has not given Seller written Sellers’ Representative notice of its objection as to any amounts set forth on Sellers’ Representative’s calculation of the Closing Balance Sheet or Adjustment Amount (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's ’s objection), then such Adjustment Amount will be deemed to be the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the final Adjustment AmountAmount for all purposes hereunder. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then, within three (3) business days of delivery of such notice of objection, the issues outstanding in dispute with respect to the Closing Balance Sheet and/or calculation of the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection noticeAdjustment Amount will be submitted to BDO ▇▇▇▇▇▇▇, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent certified public accountants, or if that firm declines such engagement, another independent other certified public accounting firm mutually agreed to by accountants as Buyer and the parties, in each case utilizing partners that have not represented and have no relationship with either party Sellers’ Representative may agree (the "INDEPENDENT ACCOUNTANTS"“Accountants’’), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: and (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agentsparty, and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent AccountantsAccountants of the Adjustment Amount, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants within twenty (20) days of the date such dispute is referred to both Buyer and Sellerthe Accountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (ivin) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsAccountants for such determination. The date on which the Adjustment Amount is finally determined in accordance with this Section 2.6(a) is hereinafter referred to as the “DeterminationDate.” (b) On the tenth (10th) business day following the (i) final acceptance of the calculation of the Adjustment Amount or (ii) the Determination Date, Buyer shall deliver to Sellers the Holdback Shares, less the Adjustment Shares (if any), allocated to Sellers based upon their respective Pro Rata Shares.

Adjustment Procedure. (a) On or before two (2) business days prior to the Closing Date, the Seller shallshall make a good faith estimate of the Adjustment Amount (using the conversion rate between United States and Canadian dollars in effect on such date), with the cooperation and shall notify Buyer in writing of Buyer such estimate. Such estimate shall be added to US $25,000,000, and the Company, prepare a balance sheet resulting number shall be the "Closing Cash Payment". (b) In order to finally determine the amount of the Company as Purchase Price, after the Closing, Seller shall perform an initial calculation of the close of business on Adjustment Amount (the day immediately preceding "Purchase Price Adjustments Calculation") which shall be delivered to Buyer within 30 days following the Closing Date (using the conversion rate between United States and Canadian dollars in effect on the Closing Date). All expenses incurred in connection therewith shall be borne by Seller; provided, that Buyer shall cooperate with and provide information and access to information to Seller, at no cost, during such period. Buyer shall have a period of 30 days after receipt of the Purchase Price Adjustments Calculation to present to Seller in writing any objections and the amounts related thereto (the "CLOSING BALANCE SHEETObjections"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related ) which Buyer may have with respect to the consummation Purchase Price Adjustments Calculation, which Objections shall be presented in reasonable detail. At its own expense, Buyer (including its internal auditors) and its certified public accountants/chartered accountants shall have the opportunity during and following the preparation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant Purchase Price Adjustments Calculation to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to consult with A▇▇▇▇▇ A▇▇▇▇▇▇▇ Circulation Company and the chief financial officer, controller, or (y) disputes any other officer of Seller engaged in the calculation, to observe, review, and unreconciled balances examine the work papers, schedules, and other documents prepared or used in connection with the National DistributorsPurchase Price Adjustments Calculation, and to review the books and records of Seller related to such calculation. The Closing Balance Sheet If no Objections are raised by Buyer within such 30-day period, the Purchase Price Adjustments Calculation shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included deemed accepted and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to approved by Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection Purchase Price shall be adjusted using the Adjustment Amount as to any amounts set forth on the Closing Balance Sheet or the calculations set forth determined in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdPurchase Price Adjustments Calculation. (c) If If, within such 30-day period, Buyer duly gives Seller such notice of objectionraises Objections, and if Buyer and Seller fail shall attempt in good faith to resolve the issues outstanding with respect matter or matters in dispute and, if resolved, such resolution shall be final, conclusive and binding upon the parties hereto and the Purchase Price shall be finally determined using the Adjustment Amount as so determined. (d) If the dispute referred to in Section 2.6(c)is not resolved by Buyer and Seller within 10 days after delivery of the Objections, then the specific matters in dispute shall be submitted to Ernst & Young or such other nationally recognized accounting firm as Buyer and Seller may mutually agree upon (the "Independent Accounting Firm"), which firm shall be requested to make a determination as to such matter or matters as are in dispute within 30 days after such submission of the dispute to the Independent Accounting Firm, which determination shall be final, conclusive and binding upon the parties hereto and the Purchase Price shall be finally determined using the Adjustment Amount as so determined. The Independent Accounting Firm shall act as experts and not as arbitrators and shall decide only those matters in dispute. The Independent Accounting Firm shall simultaneously deliver its written determination to Buyer and Seller. Seller and Buyer shall share the fees and expenses of the Independent Accounting Firm equally. Seller and Buyer agree to cooperate in good faith with each other, with each other's authorized representatives and with the Independent Accounting Firm, if any, in order that any and all matters in dispute may be resolved as soon as practicable. (e) If the final Purchase Price Adjustments Calculation results in a Purchase Price that is greater than the Closing Balance Sheet and/or Cash Payment, then Buyer shall pay the Net Worth difference between the final Purchase Price and the Closing Cash Payment to Seller. If the final Purchase Price Adjustments Calculation results in a Purchase Price that is less than the Closing Cash Payment, then Seller shall pay the difference between the final Purchase Price and the Closing Cash Payment to Buyer. No interest shall be due or payable respecting any payments to be made pursuant to this Section 2.6(e). Any and all payments required to be made by Buyer or Seller as a result of adjustments made pursuant to this Section 2.6(e) shall be made by wire transfer of immediately available funds within thirty (30) five business days after the final determination of Seller's receipt the amount of Buyer's objection notice, the Purchase Price. The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.6 shall not limit or affect any other rights or causes of actions either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees representations, warranties, covenants and costs of the Independent Accountantsindemnities in its favor contained in this Agreement.

Adjustment Procedure. (a) Seller shallShareholder shall prepare the Closing Financial Statement (as defined below) and shall cause Ernst & Young, with the cooperation of Buyer and the Company, prepare LLP to undertake a balance sheet of audit (the Company "Balance Sheet Audit") with respect to the Retail Store Business and the Meat Processing Business as of the close Closing Date and compute the Net Working Capital of business on the day immediately preceding Sellers as of the Closing Date with respect to the Retail Store Business and the Meat Processing Business and the adjustment, if any, to the Purchase Price required by Section 1.4, and Ernst & Young LLP shall, and Seller Shareholder shall cause Ernst & Young, LLP to, deliver to Buyer Parties, within forty-five (45) days of the Closing Date, a detailed written statement with reasonable supporting documentation (the "CLOSING BALANCE SHEETClosing Financial Statement")) reflecting the result of its audit. Buyers and Sellers shall have access to, it being understood that and will have the opportunity to present to Ernst & Young, LLP any material relating to, the Closing Balance Sheet shall not reflect any payments made or Financial Statement, and to be made or liabilities discuss the audit of the Closing Financial Statement with Ernst & Young, LLP. The parties agree that arise on account of or related with respect to the consummation audit contemplated by this Agreement and by Section 1.4(a) of the Contemplated TransactionsShare Purchase Agreement, such as (i) the execution Seller Shareholder's cost shall not exceed, in the aggregate, Thirty Five Thousand Dollars ($35,000) and delivery that any amount in excess of $35,000 shall be the Transaction Documentsobligation of Buyers, and (ii) the capital contribution and corresponding payment Seller Shareholder shall cause Ernst & Young LLP to limit the scope of such audit upon receiving a reasonable written request from Buyers setting forth the scope of such restrictions within five (5) days of Ernst & Young LLP commencing such audit. For the avoidance of doubt, other than (A) the adjustment of the Intercompany Debt Purchase Price to reflect changes in the Preliminary Net Working Capital pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note 1.4 and (ivB) claims for breaches of the Intercompany Debt. In additionrepresentations and warranties contained in this Agreement that require the Seller Parties to indemnify Buyers pursuant to Article X , the Closing Balance Sheet Audit shall not reflect (x) interest claimed have no effect on any adjustment to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsPurchase Price. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statement Buyer has Parties have not given Seller written Shareholder notice of its their objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Financial Statement (which notice shall state must contain a reasonable statement of the general basis of Buyer's the objection), then the Closing Balance Sheet Financial Statement shall be deemed to be the "Final Closing Financial Statement" and the Net Worth Calculation as prepared by Seller Working Capital amount set forth therein shall be final, binding and conclusive on deemed to be the parties and used to compute the Adjustment Amount"Final Net Working Capital". Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller Parties give such notice of objection, and if then the issues in dispute will be submitted to one of the "Big Four" national accounting firms (other than Ernst & Young, LLP) mutually acceptable to Buyer Parties and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties (the "INDEPENDENT ACCOUNTANTSAccountants"), ) for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may reasonably request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer Parties will bear fifty percent (50%) and Seller shall each Parties will bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided. If Buyer Parties have given a notice of objection in accordance with this Section 1.5(a), howeverthe Closing Financial Statement, that as modified by resolution of any such disputes with respect thereto by the engagement agreements referred Accountants, shall be the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be the "Final Net Working Capital". (b) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is greater than the Preliminary Net Working Capital, Buyers will pay such difference to Sellers in subpart (i) above may require immediately available funds and the parties to be bound jointly and severally to the Independent Accountants for those fees and costsEscrow Agent shall, and Buyers shall cause the Escrow Agent to, deliver to Sellers One Million Dollars ($1,000,000) from the Escrow Payment in accordance with the Escrow Agreement. (c) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is less than the Preliminary Net Working Capital (such difference, the "Difference") and such Difference is less than or equal to One Million Dollars ($1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, the Difference, and Buyers shall direct the Escrow Agent to deliver to Sellers, from the Escrow Payment, One Million Dollars ($1,000,000) less the Difference in accordance with the Escrow Agreement. (d) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Difference is greater than One Million Dollars ($1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, One Million Dollars ($1,000,000) and Seller Parties shall pay to Buyers, in immediately available funds, the Difference less One Million Dollars ($1,000,000) in accordance with the Escrow Agreement. (e) Unless otherwise specifically provided for herein or in the event Buyer Share Purchase Agreement, any item which is contained within the Final Net Working Capital or Seller pays to the Independent Accountants any amount in excess of 50% Balance Sheet Audit or that has been reviewed as part of the fees and costs adjustment process in arriving at the Final Net Working Capital shall not serve as a basis for an indemnification claim for a breach of their engagementa representation, the other party agrees to reimburse the otherwarranty, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantscovenant or agreement under this Agreement.

Adjustment Procedure. (a1) At the Closing, Seller shall, with shall deliver to Purchaser the cooperation of Buyer and February Balance Sheet. The Cash Delivery paid at the Company, prepare a balance sheet Closing shall be derived from the estimated values of the Company Inventory, Trade Payables, Customer Deposits and Accrued Liabilities as reflected in the February Balance Sheet. Within 15 days after the Closing, Seller shall deliver to Purchaser the Closing Balance Sheet. Seller shall determine the amounts of the close of business on difference between the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that February Balance Sheet and the Closing Balance Sheet shall not reflect any payments made or with respect to the Inventory, Trade Payables, Customer Deposits and Accrued Liabilities, if any, and the resulting adjustment to be made or liabilities that arise on account of or related to the consummation Cash Delivery, and shall deliver a statement of that adjustment in substantially the Contemplated Transactions, such form attached hereto as EXHIBIT P (ithe "ADJUSTMENT STATEMENT") within that 15 day period. Purchaser shall have 45 business days after it receives the execution and delivery of Adjustment Statement to object to any calculation contained in the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtAdjustment Statement. In additionIf Purchaser does not make any objection within that period, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes Adjustment Statement and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding deemed final and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days determination of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect any adjustment to submit the issues remaining in dispute be made to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agentsCash Delivery, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; andto this Agreement. (iv2) Buyer and Seller shall each bear fifty percent (50%) of If Purchaser objects to any calculation on the fees and costs of the Independent Accountants for such determination; providedAdjustment Statement, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally shall, within 10 business days, mutually determine the correct calculation. If the parties cannot resolve the objection within that time, they shall refer the dispute to the Independent Accountants for those fees and costsAccountant (as defined below). (3) The Independent Accountant shall review the calculation to which Purchaser objected, and in the event Buyer or Seller pays to shall resolve all objections as soon as practicable, but no later than 10 business days after the Independent Accountants any amount in excess of 50% of Accountant receives all information from Seller and Purchaser that the fees Independent Accountant may reasonably request regarding the objection. The Adjustment Statement as the Independent Accountant may modify or approve shall be deemed final and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller conclusive with respect to the fees determination of any adjustment to be made to the Purchase Price, and costs shall be binding on the parties to this Agreement. Seller and Purchaser shall each pay one-half of the Independent AccountantsAccountant's fees and expenses in resolving any such objection.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, at its expense will prepare a balance sheet ("Closing Balance Sheet") of the Company Net Assets of the Business as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsEffective Time. The Closing Balance Sheet and the calculation of Net Assets thereon, including a determination of reserves, shall be prepared in accordance with Company Seller's and its subsidiaries accounting principles as applied on a consistent basis and in accordance with GAAP. The Closing Balance Sheet If there is a conflict between Seller's and its subsidiaries accounting principles and GAAP, then GAAP shall include all year-end adjustments that would be included and made if prevail. Buyer will deliver the Closing Balance Sheet had been prepared at a fiscal year end. to Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth within sixty (the "NET WORTH CALCULATION"), to Buyer within ninety (9060) days following after the Closing Date. (b) If . If, within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer Sheet, Seller has not given Seller written Buyer notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or (which notice must contain a statement of the Net Worth Calculation within thirty (30) days basis of Seller's receipt objection(s)), then the book value of Buyer's the Net Assets in the Closing Balance Sheet will be used in computing the Adjustment Amount. If, however, Seller timely gives such notice of objection noticeand the parties are unable to resolve any such objections within ten (10) days thereafter, either Buyer or Seller may elect to submit then the issues remaining in dispute (and only those issues) will be submitted to the AtlantaArth▇▇ ▇▇▇e▇▇▇▇, Georgia office of PricewaterhouseCoopers▇▇P, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party accountants (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: : (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsAccountants for such determination.

Adjustment Procedure. (a) Seller shallSellers will prepare and will cause Ernst & Young, with the cooperation of Buyer and the Company's certified public accountants, prepare a balance sheet to audit financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Audited Financial Statements (as defined in Section 2.5) through the Closing Date (the "CLOSING BALANCE SHEET")Date, it being understood that including a computation of stockholders' equity as of the Closing Balance Sheet shall not reflect any payments made or Date. Sellers will deliver the Closing Financial Statements to be made or liabilities that arise on account of or related to Buyer within sixty days after the consummation of Closing Date. During the Contemplated Transactions, such as (i) thirty day period following the execution and delivery of the Transaction DocumentsClosing Financial Statements, (ii) Buyer and its auditors shall have access to the capital contribution and corresponding payment working papers of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, Company's auditors prepared in connection with the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsFinancial Statements. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and Financial Statements, the Net Worth Calculation Buyer has not given Seller the Sellers written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Financial Statements (which notice shall state the general basis a "Notice of Buyer's objectionObjection"), then the stockholders' equity reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller To be effective, a Notice of Objection shall retain(i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on stockholders' equity of the Company and cause its accountants Subsidiaries not being calculated in accordance with Section 1.4 and other agents to retainthis Section 1.5 and (iii) be accompanied by a certificate of Buyer's independent auditors that they concur with each of the positions taken by Buyer in the Notice of Objection. During the 30 day period following the delivery of a Notice of Objection, all such work papers Sellers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail shall seek in good faith to resolve the issues outstanding in writing any differences that they may have with respect to the Closing Balance Sheet and/or matters specified in the Net Worth Calculation within thirty (30) days Notice of Seller's receipt Objection. During such period Sellers and their auditors shall have access to the working papers of Buyer's objection noticeauditors prepared in connection with their certification of the Notice of Objection. At the end of such 30-day period, either Sellers and Buyer or Seller may elect shall submit to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, an independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTSAccounting Firm"), ) for resolution applying arbitration any and all matters that remain in dispute and which were properly included in the principles, policies Notice of Objection. Sellers and practices set forth in Section 2.6(a)Buyer agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission. If issues in dispute are submitted to the Independent Accountants Accounting Firm for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants Accounting Firm such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants Accounting Firm may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accounting Firm any written material relating to the disputed issues; (iii) determination and to discuss the determination by with the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants.Accounting Firm;

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer The Company will prepare and will cause the Company, prepare a balance sheet 's certified public accountants to review consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date (Date, including a computation of the "CLOSING BALANCE SHEET")Company's Net Working Capital, it being understood that Assumed Debt and Benefit Expense Proration as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall will deliver the Closing Balance Sheet, Financial Statements (together with Sellerdetail and working papers reasonably required for Buyer's written calculation of review including tax accruals for the Closing Net Worth (short tax period ending at the "NET WORTH CALCULATION"), Closing) to the Buyer within ninety sixty (9060) days following after the Closing Date. (b) If . If, within thirty (30) days following delivery of the Closing Balance Sheet and Financial Statements, the Net Worth Calculation Buyer has not given Seller written the Company notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a detailed statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of the Buyer's objection), then the Company's Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from If the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public nationally recognized accounting firm mutually agreed to by (other than Art▇▇▇ ▇▇d▇▇▇▇▇) ▇s the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties may designate (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly Party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party Party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material materials relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both Parties by the Independent Accountants to both Buyer Accountants, will be made within sixty (60) days of submission and Seller, shall will be final, binding and conclusive on the parties Parties; and shall be used by (iii) the Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall Company will each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determination; provided. (b) On the tenth business day following the final determination of the amount to be paid by Buyer for the Adjustment Amount, howeverthe amount of the Assumed Debt and the Benefit Expense Proration, that if the engagement agreements referred Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Company together with the Net Working Capital Holdback described in subpart Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) above may require the parties to be bound jointly and severally Company will pay to the Independent Accountants for those fees Buyer the amount by which the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Company the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and costs, ending on the date of payment. Payments to the Company shall be made by wire transfer of immediately available funds and shall be made in the event Buyer or Seller pays manner and will be allocated in the proportions described in Section 1.2. Payment to the Independent Accountants any amount in excess of 50% Buyer shall be made out of the fees and costs of their engagement, Escrow Fund (as defined in the other party agrees to reimburse the other, as applicable, Escrow Agreement) pursuant to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs terms of the Independent AccountantsEscrow Agreement.

Adjustment Procedure. (a) Seller shallAs promptly as possible after the Closing Date, with but in no event more than sixty (60) days after the cooperation of Closing Date, Buyer and the Company, prepare Parent shall deliver to Target a proposed closing balance sheet of the Company Target prepared as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing GAAP and on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Balance Sheet Sheets (as such term is defined in Section 2.4), which proposed balance sheet shall include all year-end adjustments that would be included and made if reasonably detailed documentation of the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver components of the Adjustment Amount set forth in Section 1.5(a)(ii) (the “Proposed Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"”), . Target shall deliver to Buyer within ninety (90) days following the Closing Date. (b) If Parent within thirty (30) days following delivery of after receiving the Proposed Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice a detailed statement describing all of its objections (if any) thereto, including any objection as to any amounts set forth on the calculation of the components of the Adjustment Amount and a reasonably detailed description of the basis therefor. Failure of Target to so object within such thirty (30) day period to the Proposed Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection)constitute acceptance thereof, then the whereupon such Proposed Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive deemed to be the“Final Closing Balance Sheet.” All items on the parties and used to compute Final Closing Balance Sheet, including the components of the Adjustment Amount. Seller , shall retain, be determined and cause its accountants computed in accordance with GAAP and other agents to retain, all such work papers on a basis consistent with and other documentation and information for a period of at least two (2) years from the date utilizing the same is created. (c) If principles, practices and policies as those used in preparing the Balance Sheets, except to the extent contemplated in the definition of Net Working Capital. Buyer duly gives Seller such notice of objection, Parent and if Buyer and Seller fail Target shall use reasonable commercial efforts to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation any such objections, but if they do not reach a final resolution within thirty (30) days after Buyer Parent has received the statement of Seller's receipt of Buyer's objection noticeobjections, either Buyer or Seller may elect to submit the issues remaining in dispute to the AtlantaParent and Target shall select a nationally-recognized independent accounting firm, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public other than an accounting firm that regularly performs services for Buyer Parent, Target or any of their respective Affiliates, mutually agreed acceptable to them (the “Neutral Auditors”) to resolve any remaining objections. If Buyer Parent and Target are unable to agree on the choice of Neutral Auditors, they shall select as Neutral Auditors a nationally-recognized accounting firm by lot (after excluding any accounting firm that regularly performs services for Buyer Parent, Target and their Affiliates). The Neutral Auditors shall determine, within sixty (60) days after their appointment whether the objections (on an objection by objection basis) raised by Target are valid. The Proposed Closing Balance Sheet and documentation of the Adjustment Amount contained therein that is the subject of such objections by Target shall be adjusted in accordance with the Neutral Auditors’ determination and, as so adjusted, shall become the Final Closing Balance Sheet and documentation of the Adjustment Amount. Such determination by the parties, in each case utilizing partners that have not represented Neutral Auditors shall be conclusive and have no relationship with either party binding upon Buyer Parent and Target. Buyer Parent and Target shall share equally the fees and expenses of the Neutral Auditors. (b) On the fifteenth (15th) business day following the determination of the Final Closing Balance Sheet (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then:“Final Determination Date”): (i) if the Adjustment Amount as reflected in the Final Closing Balance Sheet exceeds the Adjustment Amount Estimate, then Buyer shall, and Seller Buyer Parent shall execute any agreements required by the Independent Accountants cause Buyer to, pay an amount equal to accept their engagement pursuant such excess to this Section 2.6(c)Target; (ii) if the Adjustment Amount Estimate exceeds the Adjustment Amount as reflected in the Final Closing Balance Sheet, then Target and Buyer and SellerParent shall direct the Escrow Agent to release from the Escrow Account an amount equal to such excess, each at its own expense, shall promptly furnish or cause to be furnished by wire transfer to the Independent Accountants such work papers and other documents and information relating to accounts specified by Buyer or Buyer Parent in writing, notwithstanding the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as limitations set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent AccountantsSection 10.5(a); and (ivc) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart if neither clause (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess nor clause (ii) of 50% of the fees and costs of their engagementSection 1.9(b) is applicable, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsPurchase Price shall not be adjusted.

Adjustment Procedure. (ai) Seller shall, with the cooperation of Buyer and the Company, shall prepare a balance sheet (“Closing Balance Sheet”) of the Company Seller as of the close Closing Date and for the period from the date of business on the day immediately preceding Balance Sheet through the Closing Date (on the "CLOSING BALANCE SHEET"same basis and applying the same accounting principles, policies and practices that were used in preparing the Balance Sheet, including the principles, policies and practices set forth on Schedule 3.2(c), it being understood that . Buyer shall then determine the Closing Working Capital based upon the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtSheet. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Buyer shall deliver the Closing Balance Sheet, together with Seller's written calculation Sheet and Buyer’s determination of the Closing Net Worth (the "NET WORTH CALCULATION"Working Capital, calculated as provided on Schedule 3.2(c), to Buyer Seller within ninety sixty (9060) days following the Closing Date, to be updated by Seller pursuant to Section 7.22 no less than three (3) Business Days prior to the Closing Date. (bii) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer Closing Working Capital calculation, Seller has not given Seller Buyer written notice of its any objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation thereto (which notice shall state the general basis of Buyer's Seller’s objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared Working Capital calculated by Seller Buyer shall be final, binding and conclusive on the parties hereto and shall be used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (ciii) If Seller gives Buyer duly gives Seller such notice of such objection, and if Seller and Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or and the Net Worth Calculation calculation of the Closing Working Capital within thirty (30) days of Seller's Buyer’s receipt of Buyer's Seller’s objection notice, either Seller and Buyer or Seller may elect to shall submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public an accounting firm mutually to be agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party upon (the "INDEPENDENT ACCOUNTANTS"), “Independent Accountants”) for resolution applying the principles, policies and practices set forth on Schedule 3.2(c) and referred to in Section 2.6(a3.2(c)(i). If any issues are submitted to the Independent Accountants for resolution, then: (iA) Seller and Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, Representatives and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; issues and to discuss the issues with the Independent Accountants; (iiiB) the determination by the Independent Accountants, as set forth in a written notice to be delivered by to both Seller and Buyer within sixty (60) days of the submission to the Independent Accountants to both Buyer and Sellerof the issues remaining in dispute, shall be final, binding and conclusive on the parties hereto and shall be used by Buyer to prepare in the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as calculation of the date of the determination notice sent by the Independent AccountantsClosing Working Capital; and and (ivC) Seller and Buyer and Seller shall will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer The Sellers will prepare and will cause the Company, prepare a balance sheet 's certified public accountants to review consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date Date, including a computation of the Company's cash and cash equivalents (the "CLOSING BALANCE SHEETFinal Cash Amount"), it being understood that Net Working Capital, Assumed Debt and Benefit Expense Proration as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall Sellers will deliver the Closing Balance Sheet, Financial Statements (together with Sellerdetail and working papers reasonably required for Buyer's written calculation of review including tax accruals for the Closing Net Worth (short tax period ending at the "NET WORTH CALCULATION"), Closing) to the Buyer within ninety sixty (9060) days following after the Closing Date. (b) If . If, within thirty (30) days following delivery of the Closing Balance Sheet and Financial Statements, the Net Worth Calculation Buyer has not given Seller written the Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a detailed statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Balance Sheet Financial Statements will be used in computing the amount to be paid by Buyer for the Company's cash and the Net Worth Calculation as prepared by Seller shall be finalcash equivalents, binding and conclusive on the parties and used to compute the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from If the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public nationally recognized accounting firm mutually agreed to by (other than Art▇▇▇ ▇▇d▇▇▇▇▇) ▇s the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties may designate (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly Party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party Party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material materials relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both Parties by the Independent Accountants to both Buyer Accountants, will be made within sixty (60) days of submission and Seller, shall will be final, binding and conclusive on the parties Parties; and shall be used by (iii) the Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall Sellers will each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determination; provided. (b) On the tenth business day following the final determination of the Cash Adjustment Amount, howeverthe Adjustment Amount, that the engagement agreements referred amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Sellers together with the Net Working Capital Holdback described in subpart Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) above may require the parties to be bound jointly and severally Sellers will pay to the Independent Accountants for those fees Buyer the amount by which the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Sellers the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and costs, ending on the date of payment. Payments to the Sellers shall be made by wire transfer of immediately available funds and shall be made in the event Buyer or Seller pays manner and will be allocated in the proportions described in Section 1.2. Payment to the Independent Accountants any amount in excess of 50% Buyer shall be made out of the fees and costs of their engagement, Escrow Fund (as defined in the other party agrees to reimburse the other, as applicable, Escrow Agreement) pursuant to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs terms of the Independent AccountantsEscrow Agreement.

Adjustment Procedure. (a) Seller shallor the Affiliates shall deliver to Buyer, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company as of the close of business on the day immediately preceding not less than three (3) Business Days prior to the Closing Date Date, a certificate signed by Seller (the "CLOSING BALANCE SHEETPre-Closing Adjustment Certificate"), it being understood which shall specify Seller's good faith estimate of the Adjustment Amount and the resulting Cash Portion Increase Amount or Cash Portion Decrease Amount ("Seller's Estimated Adjustment") accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer shall have the right to challenge the calculations set forth therein if Buyer believes, in good faith, that they are in error. Buyer and Seller shall, in good faith, attempt to resolve any dispute with respect to the Pre-Closing Adjustment Certificate prior to the Closing Balance Sheet Date. If such dispute is not resolved at or prior to the Closing, the Closing shall not reflect any payments made or proceed notwithstanding such dispute, and payment of the portion of the Cash Portion calculated by Seller but disputed by Buyer shall be paid by Buyer into the Escrow as provided in Section 2.4 (the "Dispute Escrow Portion"), and the amount to be made or liabilities that arise on account paid to Seller at Closing shall be the undisputed amount of or related Seller's Estimated Adjustment. The disposition of the Dispute Escrow Portion shall be governed by the Escrow Agreement, which shall provide, among other things, for release of such Dispute Escrow Portion upon resolution of the dispute as to the consummation of Adjustment Amount. (b) As soon as practicable, but no later than sixty (60) days after the Contemplated TransactionsClosing Date, such as Buyer shall deliver to Seller: (i) the execution and delivery a calculation of the Transaction Documents, Net Working Capital; (ii) the capital contribution and corresponding payment a calculation of the Intercompany Debt amount of the Approved Capital Expenditures; and (iii) a calculation of the Adjustment Amount and related Cash Portion Increase Amount or Cash Portion Decrease Amount ("Post-Closing Adjustment Certificate"). (c) Seller shall have full right to review and verify the information delivered pursuant to Section 2.4(c2.9(b). If Seller disputes the calculation of any component of the Post-Closing Adjustment Certificate, it shall so advise Buyer by written notice delivered within ten (10) days after receipt by Seller of the Post-Closing Adjustment Certificate. Buyer shall provide Seller with reasonable access, during regular business hours, to the books and records and other documents and data relating to the Post-Closing Adjustment Certificate, such rights of access to be exercised in a manner that does not interfere with the operations of Buyer. If Seller and Buyer are unable to resolve such dispute within fifteen (15) days after the date of such notice of dispute, then at the request of either party, the issues outstanding in such dispute shall be resolved by Alexander, Van Loon, Sloan, Levens, & Favre, PLLC (the "Design▇▇▇▇ ▇▇▇▇▇▇▇▇▇t"), (iii) and the indebtedness evidenced determination of the Adjustment Amount and related Cash Portion Increase Amount or Cash Portion Decrease Amount by the Promissory Note Designated Accountant shall be conclusive and final and binding on the parties hereto. (ivd) If Alexander, Van Loon, Sloan, Levens, & Favre, PLLC declines to ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ignated Accountant, and the Intercompany Debt. In additionparties hereto are unable to agree upon another firm to act as Designated Accountant within twenty (20) days of Alexander, Van Loon, Sloan, Levens, & Favre, PLLC notifying the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇▇ Circulation Company ▇▇▇▇ it is unable or unwilling to act in such capacity, then either Seller or Buyer may request the American Arbitration Association (y"AAA") disputes and unreconciled balances with to designate a firm of certified public accountants to act as the National DistributorsDesignated Accountant. The Closing Balance Sheet If the AAA is unable to designate a firm of certified public accountants that will act as the Designated Accountant within sixty (60) days of being requested to do so, then the Adjustment Amount shall be prepared determined by a single arbitrator appointed by the AAA upon application of either party and pursuant to an arbitration proceeding in New York, New York, held in accordance with Company GAAPthe then applicable rules of the AAA. The Closing Balance Sheet cost of retaining the Designated Accountant, such firm of certified public accountants and such arbitrator, if applicable, shall include all yearbe borne one-end adjustments that would be included half by Seller or either Affiliate on the one hand, and made if one-half by Buyer on the Closing Balance Sheet had been prepared at a fiscal year endother hand. Seller shall deliver The determination by the Closing Balance Sheet, together with Seller's written calculation Designated Accountant or such firm or arbitrator of the Closing Net Worth (the "NET WORTH CALCULATION")Adjustment Amount and related Cash Portion Increase Amount or Cash Portion Decrease Amount shall be conclusive and not subject to dispute or review, to Buyer within ninety (90) days following the Closing Dateand judgment thereon may be entered in any court of competent jurisdiction. (be) If within thirty (30the Adjusted Cash Portion, either as agreed to by Seller and Buyer, or as determined pursuant to Section 2.9(c) days following delivery or 2.9(d), as the case may be, shall be less than the estimate of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations Adjusted Cash Portion set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection)Pre-Closing Adjustment Certificate, then all or a portion of the Closing Balance Sheet Dispute Escrow Portion shall be returned to Buyer (together with interest accrued thereon) up to the amount of such difference, and any remaining amount of the Net Worth Calculation as prepared by Dispute Escrow Portion (together with interest accrued thereon) shall be paid to Seller. However, if the Dispute Escrow Portion shall be less than the amount of such difference, then Seller shall be final, binding and conclusive on obligated to pay the parties and used amount of such deficiency to compute Buyer. Any payment made hereunder shall be made in immediately available funds within three (3) Business Days after the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdfinal Adjusted Cash Portion has been so agreed or determined. (cf) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection noticefinal Adjusted Cash Portion, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually as agreed to by the partiesSeller and Buyer, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"or as determined pursuant to Section 2.9(c) or 2.9(d), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants case may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Sellerbe, shall be finalgreater than the amount of the estimated Adjusted Cash Portion as agreed to by Buyer for purposes of the payments at Closing to Seller pursuant to Section 2.4, binding and conclusive on the parties and then there shall be used by Buyer paid to prepare Seller, out of the Dispute Escrow Amount (together with interest accrued therein), such amount as shall cause the aggregate of the Cash Portion amounts paid to Seller at Closing plus the amounts payable under this Section 2.9(f) in respect of the Cash Portion to equal the final Closing Balance Sheet Adjusted Cash Portion minus the Escrow, and the Net Worth Calculation, which shall become binding on the parties as any remaining amount of the date of Dispute Escrow Amount (together with accrued interest theron) shall be paid to Buyer. However, if the determination notice sent by Dispute Escrow Amount shall be insufficient to result in the Independent Accountants; and (iv) required amount being paid to Seller, then Buyer and shall pay to Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally an amount equal to the Independent Accountants for those fees and costs, and remaining amount due to Seller. Any payment made hereunder shall be made in immediately available funds within three (3) Business Days after the event Buyer final Adjusted Cash Portion has been so agreed or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantsdetermined.

Adjustment Procedure. (a) Seller shallWithin thirty (30) days after the Closing, with the cooperation of Buyer and the Company, will cause KRI's certified public accountants to prepare a balance sheet ("June 14, 1998 Balance Sheet") of the Company KRI as of June 14, 1998, including a computation of Stockholders' Equity and cash on hand as of June 14, 1998. Buyer shall deliver to Shareholders the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET")June 14, it being understood that the Closing 1998 Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactionswithin such thirty (30) day period. If, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing June 14, 1998 Balance Sheet and the Net Worth Calculation Buyer has Sheet, Shareholders have not given Seller written Buyer notice of its any objection as to any amounts set forth on the Closing June 14, 1998 Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection)Sheet, then the Closing Stockholders' Equity and cash on hand reflected in the June 14, 1998 Balance Sheet and will be used in computing the Net Worth Calculation as prepared by Seller shall be finalCash Consideration Adjustment, binding and conclusive on the parties and used to compute the Adjustment Amountif any. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller Shareholders give such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party accountants (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall Shareholders will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees of the Accountants for such determination. On the tenth business day following the final determination of the Cash Consideration Adjustment, if the total Cash Consideration should be greater than $3,000,000 in accordance with Section 2.5 as determined by the Accountants, Buyer will pay the difference to Shareholders, and costs of their engagementif the total Cash Consideration should be less than $3,000,000 in accordance with Section 2.5 as determined by the Accountants, Shareholders will pay the difference to Buyer. Payments must be made in immediately available funds. Payments to Shareholders must be made in the manner specified in Section 2.4(c)(i). Payments to Buyer must be made by wire transfer to such bank account as Buyer will specify. Notwithstanding the foregoing, the June 14, 1998 Balance Sheet and the Cash Consider ation Adjustment, if any, shall be further subject to year end adjustments based on the 1998 Financial Statements. If there are any such year end adjustments affecting the June 14, 1998 Balance Sheet and Cash Consideration Adjustment, if any, and the parties are not in agreement on the amount of the adjustment to the Cash Considerations Adjustment, if any, then such dispute shall be submitted to the Accountants for binding and conclusive resolution as contemplated by Section 2.6(b). (b) As soon as practical after December 31, 1998, but in no event later than April 1, 1999 Buyer shall cause KRI's certified public accountants to prepare annual audited financial statements for KRI (the "1998 Financial Statements"). As soon as the 1998 Financial Statements are completed, Buyer will deliver copies to each of Shareholders. If within thirty (30) days following delivery of the 1998 Financial Statements, Shareholders have not given Buyer notice of any objection to the 1998 Financial Statements (such notice must contain a statement of the basis of Shareholders' objection), then the Pre-Tax Financial Income reflected in the 1998 Financial Statements will be used in computing the Stock Consideration Adjustment pursuant to the formula set forth in Section 2.5(b) above. If Shareholders give such notice of objection, then the issues in dispute will be submitted to the Accountants, for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party agrees or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to reimburse present to the otherAccountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as applicableset forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Shareholders will each bear 50% of the fees of the Accountants for such determination. On the tenth business day following the final determination of the amount of the Stock Consideration adjustment, Buyer shall deliver the appropriate number of shares of the common stock of Buyer held by it under the terms of the Custodial Agreement to the extent required Shareholders, and any remaining shares shall be returned to equalize the payments made by Buyer and Seller with respect to the fees and costs thereby become authorized but unissued shares of the Independent Accountantscommon stock of Buyer.

Adjustment Procedure. (a) Seller shallNEWCO shall prepare financial statements (“Closing Financial Statements”) of DMI as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date in accordance with GAAP, with the cooperation of Buyer and the Company, prepare including among other things a balance sheet of (the Company “Closing Balance Sheet”). NEWCO shall then use the Closing Balance Sheet to determine the Working Capital for DMI as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"“Closing Working Capital”); provided, it being understood however, that in calculating the amount of the Closing Working Capital the amount of Working Capital shown on the Closing Balance Sheet shall not reflect any payments made or be adjusted to be made or liabilities that arise on account assume the recognition of or revenue related to the consummation provision of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances maintenance services in connection with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments DMI Software that would be included and made if have been recognized consistent with the Closing Balance Sheet had been prepared at a fiscal year endpast practice of DMI. Seller NEWCO shall deliver the Closing Balance Sheet, together with Seller's written calculation Financial Statements and its determination of the Closing Net Worth Working Capital to DMI within sixty (the "NET WORTH CALCULATION"), to Buyer within ninety (9060) days following the Closing Date. (b) If If, within thirty (30) days following delivery of the Closing Balance Sheet Financial Statements and the Net Worth Calculation Buyer Closing Working Capital calculation, DMI has not given Seller NEWCO written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Working Capital calculation (which notice shall state the general basis of Buyer's DMI’s objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared Working Capital calculated by Seller NEWCO shall be final, binding and conclusive on the parties Parties and shall be used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer DMI duly gives Seller NEWCO such notice of objection, and if Buyer DMI and Seller NEWCO fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or Financial Statements and the Net Worth Calculation calculation of the Closing Working Capital within thirty (30) days of Seller's NEWCO’s receipt of Buyer's such objection notice, either Buyer or Seller may elect to then DMI and NEWCO shall submit the issues remaining in dispute to a certified public accountant employed by one of the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountantsfour largest national accounting firms with whom no Party has had a business relationship during the three-year period preceding the Closing Date, or if that firm declines no such engagementaccountant is reasonably available, another independent then to a certified public accounting firm mutually agreed accountant acceptable to by the parties, in each case utilizing partners that have not represented and have no relationship with either party all Parties (the "INDEPENDENT ACCOUNTANTS"), “Independent Accountant”) for resolution applying the principles, policies policies, and practices set forth referred to in Section 2.6(a)2.9(a) of this Agreement. If issues are submitted to the Independent Accountants Accountant for resolution, then: (i) Buyer DMI and Seller NEWCO shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountants Accountant may request and are available to that party Party or its accountants or other agents, agents and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountant any written material relating to the disputed issuesissues and to discuss the issues with the Independent Accountant; (iiiii) the determination by the Independent AccountantsAccountant, as set forth in a written notice to be delivered by to both DMI and NEWCO within sixty (60) days of the submission to the Independent Accountants to both Buyer and SellerAccountant of the issues remaining in dispute, shall be final, binding binding, and conclusive on the parties Parties and shall be used by Buyer to prepare in the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as calculation of the date of the determination notice sent by the Independent AccountantsClosing Working Capital; and (iviii) Buyer DMI and Seller shall NEWCO will each bear fifty percent (50%) of the fees and costs of the Independent Accountants Accountant for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer The Company will prepare and will cause the Company, prepare a balance sheet 's certified public accountants to review consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date (Date, including a computation of the "CLOSING BALANCE SHEET")Company's, it being understood that Net Working Capital, and Assumed Debt and Benefit Expense Proration as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall will deliver the Closing Balance Sheet, Financial Statements (together with Sellerdetail and working papers reasonably required for Buyer's written calculation of review including tax accruals for the Closing Net Worth (short tax period ending at the "NET WORTH CALCULATION"), Closing) to the Buyer within ninety sixty (9060) days following after the Closing Date. (b) If . If, within thirty (30) days following delivery of the Closing Balance Sheet and Financial Statements, the Net Worth Calculation Buyer has not given Seller written the Company notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a detailed statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of the Buyer's objection), then the Company's Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from If the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public nationally recognized accounting firm mutually agreed to by (other than Art▇▇▇ ▇▇d▇▇▇▇▇) ▇s the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties may designate (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly Party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party Party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material materials relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both Parties by the Independent Accountants to both Buyer Accountants, will be made within sixty (60) days of submission and Seller, shall will be final, binding and conclusive on the parties Parties; and shall be used by (iii) the Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall Company will each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determination; provided. (b) On the tenth business day following the final determination of the amount to be paid by Buyer for the Adjustment Amount, howeverthe amount of the Assumed Debt and the Benefit Expense Proration, that if the engagement agreements referred Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Company together with the Net Working Capital Holdback described in subpart Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) above may require the parties to be bound jointly and severally Company will pay to the Independent Accountants for those fees Buyer the amount by which the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Company the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and costs, ending on the date of payment. Payments to the Company shall be made by wire transfer of immediately available funds and shall be made in the event Buyer or Seller pays manner and will be allocated in the proportions described in Section 1.2. Payment to the Independent Accountants any amount in excess of 50% Buyer shall be made out of the fees and costs of their engagement, Escrow Fund (as defined in the other party agrees to reimburse the other, as applicable, Escrow Agreement) pursuant to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs terms of the Independent AccountantsEscrow Agreement.

Adjustment Procedure. (a) Seller shallAs soon as reasonably practicable following the Closing Date, with and in no event more than sixty (60) days thereafter, Buyer shall cause the cooperation of Company and FMS to cause PriceWaterhouseCoopers LLP to prepare and deliver to Buyer and to Sellers' Representative consolidated financial statements (the Company, prepare a balance sheet "CLOSING FINANCIAL STATEMENTS") of the Company Acquired Companies as of the close Closing Date, which shall include a Balance Sheet of business on the day immediately preceding Acquired Companies as of the Closing Date (the THE "CLOSING BALANCE SHEET") and schedules calculating the amount of the Adjustment Amount and setting forth such calculations in reasonable detail (collectively, the "ADJUSTMENT AMOUNT DOCUMENTS"), it being understood that . Reserves or accruals (the "RESERVE") on the Closing Balance Sheet Financial Statements shall not reflect any payments made exist for potential or to be made or contingent liabilities that arise on account of or related in aggregate amount equal to the consummation greater of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, $7,500,000 or (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed amount required to be owed by recorded for the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared Reserve in accordance with Company GAAP. The Closing Balance Sheet parties shall include all year-end adjustments that would be included consult with one another and made if PriceWaterhouseCoopers LLP and cooperate with each other and with PriceWaterhouseCoopers LLP in the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation preparation of the Closing Net Worth (Adjustment Amount Documents in accordance with this Section 2.7, and Buyer shall cause the "NET WORTH CALCULATION")Company and FMS to cause PriceWaterhouseCoopers LLP to provide access to such working papers and information relating to the preparation thereof as reasonably requested by the parties. Buyer, to Buyer within ninety (90) days following on the Closing Dateone hand, and Sellers, on the other hand, shall share equally all expenses of PriceWaterhouseCoopers LLP incurred in connection with the preparation of the Adjustment Amount Documents and determination of the Adjustment Amount. (b) Within thirty (30) days after delivery of the Adjustment Amount Documents to Buyer and Sellers' Representative, Buyer and Sellers' Representative may dispute all or any portion of the Adjustment Amount Documents by giving written notice (a "NOTICE OF DISAGREEMENT") to Sellers' Representative or Buyer, respectively, and to PriceWaterhouseCoopers LLP setting forth in reasonable detail the basis for any such dispute (any such dispute being hereinafter called a "DISAGREEMENT"). The parties shall promptly commence good faith negotiations with a view to resolving all such Disagreements. If neither Buyer nor Sellers' Representative provides a Notice of Disagreement to the other within the thirty (30) day period set forth in this subsection (b), the parties shall be deemed to have accepted such Adjustment Amount Documents in the form delivered to them by PriceWaterhouseCoopers LLP. (c) If only Buyer shall deliver a Notice of Disagreement and Sellers' Representative does not dispute all or any portion of such Notice of Disagreement by giving written notice to Buyer setting forth in reasonable detail the basis for such dispute within thirty (30) days following the delivery of such Notice of Disagreement, Sellers shall be deemed to have irrevocably accepted the Closing Balance Sheet Adjustment Amount Documents as modified in the manner described in the Notice of Disagreement. If only Sellers' Representative shall deliver a Notice of Disagreement and the Net Worth Calculation Buyer has does not given Seller dispute all or any portion of such Notice of Disagreement by giving written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set Sellers' Representative setting forth in reasonable detail the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all for such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation dispute within thirty (30) days following the delivery of Seller's receipt such Notice of Buyer's objection noticeDisagreement, either Buyer shall be deemed to have irrevocably accepted the Adjustment Amount Documents as modified in the manner described in the Notice of Disagreement. (d) If (i) both Buyer and Sellers' Representative deliver a Notice of Disagreement within the thirty (30) day period set froth in the preceding subsection (b) or (ii) Buyer or Seller may elect to submit the issues remaining in Sellers' Representative shall dispute to the Atlanta, Georgia office a Notice of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to Disagreement delivered by the partiesother within the thirty (30) day period set forth in the preceding subsection (c), and within thirty (30) days following the delivery to Buyer or Sellers' Representative, as the case may be, of the notice of such dispute, Sellers' Representative and Buyer do not resolve the Disagreement (as evidenced by a written agreement between them), in each case utilizing partners that have not represented and have no relationship with either party such Disagreement shall thereafter be referred to Deloitte & Touche LLP (the "INDEPENDENT ACCOUNTANTSACCOUNTING FIRM") for a resolution of such Disagreement in accordance with the terms of this Agreement. The determinations of the Independent Accounting Firm with respect to any Disagreement shall be rendered within thirty (30) days after referral of the Disagreement to such firm or as soon thereafter as reasonably possible, shall be final and binding upon the parties, the amount so determined shall be used to complete the final Adjustment Amount Documents and the parties agree that the procedures set forth in this Section 2.7 shall be the sole and exclusive remedy with respect to the determination of the Adjustment Amount. Buyer and Sellers' Representative shall use their Best Efforts to cause the Independent Accounting Firm to render its determination within the thirty (30) day period described in the previous sentence, and each shall cooperate with the Independent Accounting Firm and provide the Independent Accounting Firm with access to the books, records, personnel and representatives of it and such other information as such firm may require in order to render its determination. All of the fees and expenses of any Independent Accounting Firm retained pursuant to this subsection (d) shall be shared equally by Buyer, on the one hand, and Sellers, on the other hand. (e) Promptly after the Adjustment Amount Documents have been finally determined in accordance with subsections (a), (b), (c) and (d) of this Section 2.7 (including by means of a deemed acceptance of such documents by Buyer or by Sellers' Representative as provided in subsections (b) and (c), respectively), but in no event later than ten (10) business days following such final determination (the "SUPPLEMENTAL CLOSING DATE"), for resolution applying the principlesparties hereto shall hold a supplemental closing (the "SUPPLEMENTAL CLOSING"), policies and practices either by telephone or in person at a mutually convenient location. If the Adjustment Amount is greater than the Estimated Adjustment Amount, Buyer shall deliver, or shall cause to be delivered, to each Seller on the Supplemental Closing Date an amount in cash equal to such Seller's portion of the difference (allocated in the proportions set forth in Section 2.6(a). If issues are submitted to Part 2.5(b)(i) of the Independent Accountants for resolution, then: (iSellers Disclosure Schedule) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish check or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, Wire Transfer as set forth in a written notice instructions from such Seller. If the Adjustment Amount is less than the Estimated Adjustment Amount, each Seller shall deliver to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer Supplemental Closing Date an amount in cash equal to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as such Seller's portion of the date of difference (allocated in the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%proportions set forth in Part 2.5(b)(i) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (iSellers Disclosure Schedule) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants by Wire Transfer. In any amount in excess of 50% of the fees and costs of their engagementcase, the other party agrees amount payable at the Supplemental Closing shall be accompanied by interest thereon calculated at the Prime Rate compounded daily for the period from the Closing Date up to reimburse but not including the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsSupplemental Closing Date.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer The Company will prepare and the Company, prepare a balance sheet will cause KPMG Peat Marwick LLP to audit financial statements ("Closing Financial Statements") of the Company as of the close of business on Closing Date and for the day immediately preceding period from April 1, 1997 through the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that including a computation of Working Capital as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall will deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), Financial Statements to Buyer and Seller within ninety (90) days following after the Closing Date. (b) . If within thirty (30) fifteen days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statements, Buyer or Seller has not given Seller written the other notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's any objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive Working Capital computed on the parties and basis of the information set forth in the Closing Financial Statements will be used to compute in computing the final Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly or Seller gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to accountants of national standing selected by the parties, in each case utilizing partners that have not represented and have no relationship with either party Buyer (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants Accountants, as set forth in a notice delivered to both Buyer and Sellerparties by the Accountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagementthe Accountants for such determination. (b) On the tenth business day following the final determination of the final Adjustment Amount, if the other party agrees to reimburse Purchase Price is greater than the other, as applicable, to the extent required to equalize aggregate of the payments made by Buyer and Seller with respect pursuant to Section 2.2(a)-(c), as adjusted on the fees and costs basis of the Independent AccountantsClosing Balance Sheet, Buyer will pay the difference to Seller, and if the Purchase Price is less than such aggregate amount, Seller will pay the difference to Buyer. All payments will be made together with interest at 8% compounded daily beginning on the Closing Date and ending on the date of payment. Payments to Seller shall be made by increasing the principal balance of the CPFC Note and allocating such increase among the amounts due on the scheduled payment dates thereunder. Payments to Buyer shall be made by a reduction in the principal amount of the CPFC Note, then from funds remaining on deposit under the Escrow Agreement .

Adjustment Procedure. (a) Seller shallAt least 2 business days prior to the Closing, with the cooperation of Sellers shall deliver to Buyer and the Company, prepare a balance sheet certificate containing a good faith estimate of the SE of each Acquired Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEETCertificate"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution . Sellers will prepare and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to will cause Coopers & ▇▇▇▇▇▇▇ Circulation Company or L.L.P., Coopers & ▇▇▇▇▇▇▇ Australia, and Coopers & ▇▇▇▇▇▇▇ Italy (ycollectively "C&L") disputes to audit the separate financial statements of the Acquired Companies as of the Closing Date and unreconciled balances with for the National Distributors. The Closing period from the date of the Balance Sheet through the Closing Date ("Closing Financial Statements"), prepared in accordance with GAAP, including a footnote in the ▇▇▇▇▇▇ US Closing Financial Statements of the computation of SE (for all of the Acquired Companies) as of the Closing Date, and consistent with SCHEDULE 1.5; PROVIDED that the Closing Financial Statements shall be prepared in accordance with Company GAAPSECTION 2.4. The Closing Balance Sheet shall include all year-end adjustments that would Buyer's auditors will be included allowed to observe C&L's observation of Sellers' physical inventory, and made if C&L will keep Buyer's auditors reasonably informed as to matters relating to the audit. At Buyer's expense, Sellers or C&L will provide Buyer's auditors with such access to information as Buyer's auditors may reasonably need to be able to render an unqualified opinion to Buyer with respect to the Closing Balance Sheet had been prepared at a fiscal year endFinancial Statements. Seller shall Sellers will deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), Financial Statements to Buyer within ninety (90) 60 days following after the Closing Date. (b) . If within thirty (30) 60 days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statements, Buyer has not given Seller Sellers written notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), or the objection is based upon a difference of US$250,000 or less between C&L and Buyer's auditors' calculations with respect to the SE reflected in the Closing Financial Statements, then the SE reflected in the Closing Balance Sheet Financial Statements will be used in computing the Adjustment Amount. Sellers shall cause C&L to cooperate fully with Buyer and its accountants to the Net Worth Calculation extent required by Buyer and its accountants to review the Closing Financial Statements (including, without limitation, providing reasonable access upon and following the delivery of the Closing Financial Statements to Buyer to review the workpapers of C&L relating to its audit of the Closing Financial Statements). If Buyer gives a notice of objection, Buyer's and Sellers' accountants shall attempt in good faith to resolve their differences, and any resolution by them as prepared by Seller to any disputed amount shall be final, binding and conclusive on Buyer and Sellers. If the parties and used parties' accountants are unable to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all resolve any such work papers and other documentation and information for a period dispute within fifteen days of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such of Sellers' receipt of Buyer's notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, then either Buyer or Seller party may elect to submit the issues remaining in dispute to one of the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent other "Big Six" certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party firms (the "INDEPENDENT ACCOUNTANTSAccountants"), agreeable to both parties, for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants access to such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Related Persons (or other agentsits independent public accountants), and shall each party will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants, (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties, and (iii) the Accountants shall be used by Buyer award the party prevailing in such dispute its reasonable costs for such proceeding, taking into consideration the results of the proceeding. (The balance sheet included in the Closing Financial Statements as adjusted, if necessary, to prepare reflect the final Adjustment Amount, is sometimes referred to herein as the "Closing Balance Sheet Sheet"). (b) On the tenth business day following the Adjustment Amount Determination Date, if the Purchase Price is greater than the payments made pursuant to SECTION 1.4(b)(i), Buyer will pay the difference to Sellers, and if the Net Worth CalculationPurchase Price is less than the payments made pursuant to Section 1.4(b)(i), which shall become binding on Sellers will pay the parties as difference to Buyer. Amounts not paid within thirty (30) days of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each such amounts are due will bear fifty interest at five percent (505%) per annum beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments must be made by wire transfer to such bank account as the fees and costs of recipient will specify. The Adjustment Amount will be allocated dollar for dollar among the Independent Accountants for such determination; providedAcquired Companies in accordance with the changes in their respective SEs, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the otherif any, as applicableshown on the Closing Balance Sheet, as compared to their Ses as shown on the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsBalance Sheet.

Adjustment Procedure. If within the first six (a6) Seller shallmonths after the Closing Date, with the cooperation Buyer believes that the Stock Purchase Balance Sheet contains a material error (materiality for this purpose being deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the Companydocumentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, prepare a balance sheet Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company as or to reclassify the useful life of any of the close Company's fixed assets. Rowe shall then have thirty (▇▇) days from receipt of business on the day immediately preceding documentation from the Closing Date (Buyer to object to the "CLOSING BALANCE SHEET")Buyer's calculation. If no objection is made by Rowe, it being understood that then the Closing Balance Sheet shall not reflect any payments made or to adjustment sh▇▇▇ be made up or liabilities that arise on account of or related down proportionately to the consummation conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide notice of ▇▇▇ objection to the Contemplated TransactionsBuyer within the specified thirty (30) day time frame, such as (i) then the execution and delivery of the Transaction Documentsissues in dispute will be submitted to Dermody, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c)Burke & Brown, (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to Cert▇▇▇▇▇ ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth ▇cco▇▇▇▇▇ts (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants for such determination. Any change in the Balance Sheet Value determined by the Accountants, shall effect a dollar-for-dollar change in the conditional payments specified in Paragraph 2.2(b) and such change shall be allocated proportionately among the Shareholders. If it is determined that there is a material error in the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this Agreement.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, prepare 2.8.1. The Stockholder Representative shall cause to be prepared a consolidated balance sheet of the Company Acquired Companies as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEETClosing Balance Sheet"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared according to GAAP, applied on a basis consistent with the policies and practices used to create the December 31, 2003 Balance Sheet; provided, however that the Balance Sheet Adjustments as finally established will be reflected in Closing Balance Sheet even if not in accordance with Company GAAP. The Closing Balance Sheet shall include all yearbe delivered by the Stockholder Representative to ▇▇▇▇▇▇ within forty-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth five (the "NET WORTH CALCULATION"), to Buyer within ninety (9045) days following the Closing Date. The Stockholder Representative may use the services of ▇▇▇▇ ▇▇▇▇▇ and others who may be employed by ▇▇▇▇▇▇, without compensation to ▇▇▇▇▇▇, to effect and/or fulfill any of his obligations under this Section 2.8. 2.8.2. If ▇▇▇▇▇▇, within forty-five (b) If within thirty (3045) days following delivery of the Closing Balance Sheet and by the Net Worth Calculation Buyer Stockholder Representative, has not given Seller the Stockholder Representative written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's the ▇▇▇▇▇▇' objection), then the Closing Balance Sheet and as delivered by the Net Worth Calculation as prepared by Seller Stockholder Representative shall be final, binding and conclusive on the parties Parties and be used to compute in computing the Adjustment Amount. Seller During such forty-five (45) days, the Stockholder Representative shall retainfurnish or cause to be furnished to ▇▇▇▇▇▇ (which ▇▇▇▇▇▇ may provide to PricewaterhouseCoopers), and cause its accountants and other agents to retain, all such work papers and other documentation documents and information for a period of at least two relating to the Closing Balance Sheet as they may reasonably request from or that are available to the Stockholder Representative and ▇▇▇▇▇▇▇▇, and their accountants (2including ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) years from the date the same is createdor other agents. (c) 2.8.3. If Buyer ▇▇▇▇▇▇ duly gives Seller such the Stockholder Representative notice of objection, and if Buyer ▇▇▇▇▇▇ and Seller the Stockholder Representative fail to resolve the all such issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty forty-five (3045) days of Sellerthe Stockholder Representative's receipt of Buyer's ▇▇▇▇▇▇' objection notice, either Buyer or Seller may elect to then the Stockholder Representative and ▇▇▇▇▇▇ shall submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTSDisputed Issues"), which issues may include issues raised by any Party after receipt of the objection notice, to Deloitte & Touche, which shall act in this regard fully independently (the "Independent Accountants") for resolution applying the principles, policies and practices set forth in Section 2.6(a)2.7 and 2.8, as applicable. The Independent Accountants shall resolve the disputed issues as quickly as reasonably possible, but in any event within thirty (30) days after submission by the Parties. If issues are submitted to the Independent Accountants for resolution, then: (ia) Buyer the Stockholder Representative (on behalf of all Stockholders for all purposes and Seller obligations under this Section 2.8.3) and ▇▇▇▇▇▇ shall execute any agreements agreement(s) required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c)2.8.3; (iib) Buyer the Stockholder Representative and Seller, each at its own expense, ▇▇▇▇▇▇ shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may reasonably request and that are available to that party Party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other partyParty, any written material relating to the disputed issues; (iiic) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer the Stockholder Representative and Seller▇▇▇▇▇▇, shall be final, binding and conclusive on the parties Parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth CalculationSheet, which shall become binding on the parties Parties as of the date of the determination notice sent by the Independent Accountants; and (ivd) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart determination shall be paid (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants if any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller payment is due with respect to the fees Disputed Issues, by the Party from whom the payment is due, and costs of (ii) if no payment is due, by the Independent AccountantsParty who raised the Disputed Issues.

Adjustment Procedure. Promptly following the first anniversary of the Closing Date, but in no event later than 90 (ninety) Business Days following such anniversary, Purchaser shall (a) Seller shallcalculate the Proposed Final EBIT in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the cooperation of Buyer practices used in the preparation Historical EBIT, (b) submit to Sellers, the Proposed Final EBIT and (c) allow access to such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT, including, without limitation, the financial statements and the Company, prepare a balance sheet management accounts of the Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the close Proposed Final EBIT, Sellers shall notify Purchaser of business on their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the day immediately preceding Proposed Final EBIT and shall set forth in writing and in reasonable detail, the Closing Date reasons for Sellers' Objection. If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount shall be due. Sellers and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the "CLOSING BALANCE SHEET")Parties shall be entitled to retain the Expert as expert arbitrator to independently determine the Final EBIT, it being understood in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT. The Expert shall within 20 (twenty) Business Days of receipt of the notice of its appointment or such other period as the Expert reasonably determines deliver the determination of the Final EBIT to the Parties for purposes of determination of whether the Earn-Out Amount is due. The Expert shall determine the procedure in accordance with the principles of due process of law. In the event that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities Proposed Final EBIT was less than the EBIT Threshold and the Expert determines that arise on account of or related to the consummation Final EBIT is more than the EBIT Threshold, the costs and expenses of the Contemplated Transactions, such as Expert shall be borne by the Purchaser. In the event that either (i) the execution and delivery of Proposed Final EBIT was greater than the Transaction Documents, EBIT Threshold or (ii) the capital contribution Proposed Final EBIT was less than the EBIT Threshold and corresponding payment the Final EBIT as determined by the Expert is less than the EBIT Threshold, the costs and expenses of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced Expert shall be borne by the Promissory Note and Sellers. Should neither Party retain the Expert within 30 (ivthirty) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of SellerBusiness Days after Purchaser's receipt of Buyer's objection noticeSellers' notice of Sellers' Objection, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and Proposed Final EBIT shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on Final EBIT for purposes of determining whether the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsEarn-Out Amount is due.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, Sellers will prepare a balance sheet or cause to be prepared consolidated financial statements ("Closing Financial Statements") of the Company as of the Effective Date in accordance with GAAP for the period beginning January 1, 2003 through the close of business on the day immediately preceding before the Effective Date, including a computation of Net Book Value as of the Effective Date. The fees and expenses of Sellers (including the fees and expenses of Sellers' counsel, accountants, brokers, representatives and other agents), to the extent paid or to be paid by Company as permitted hereunder, shall be reflected either as a reduction in cash or as a liability in the Closing Financial Statements, and no fees or expenses of Sellers shall be paid by the Company after the Closing that are not reflected as liabilities on the Closing Financial Statements. Sellers will deliver to Buyer within 35 days after the Effective Date (i) consolidated financial statements for the most recently completed fiscal year ending December 31, 2002 in an SEC reporting format together with an unqualified audit opinion of the Sellers' accountants that the statements present fairly the financial condition and the results of operations, changes in stockholders' equity and cash flows of the Company for the period and have been prepared in accordance with GAAP applied on a consistent basis (the "CLOSING BALANCE SHEET2002 Audited Financial Statements"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution Closing Financial Statements, which financial statements will fairly present and corresponding payment reflect the financial condition and the results of operations, changes in stockholders' equity, and cash flows of the Intercompany Debt pursuant to Section 2.4(c)Company for the period then ended, (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAPGAAP applied on a consistent basis. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with SellerIf within 30 days following Buyer's written calculation receipt of the Closing Net Worth (the "NET WORTH CALCULATION")Financial Statements, to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written the Sellers' Representative notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Net Book Value reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller Financial Statements shall be finaldeemed complete and accurate, binding solely for purposes of the adjustment procedure set forth herein and conclusive on the parties for no other purpose, and will be used to compute in computing the Adjustment Amount. Seller shall retainIf Buyer gives such notice of objection and Buyer and the Seller's Representative cannot agree with regard to such objection within 14 days thereafter, and cause its then the issues in dispute will be submitted to nationally recognized certified public accountants and other agents to retain, all such work papers and other documentation and information mutually agreed upon by the parties (which have not been engaged by either party or their respective subsidiaries or affiliates for a period of at least two (2) years from prior to the date the same is created. (c) If of delivery to Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30Financial Statements) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTSIndependent Accountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Sellerwithin 15 business days after request, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to and discuss with the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; dispute prior to the Independent Accountants' determination; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered Buyer and the Seller's Representative by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on Buyer and all Sellers in the parties absence of manifest error; and (iii) the fees and disbursements of the Independent Accountants shall be used allocated between Buyer and Sellers so that Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of the Adjustment Amount based on the disputed Closing Financial Statements that is unsuccessfully disputed by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties (as of the date of the determination notice sent finally determined by the Independent Accountants; and) bears to the total amount of such Adjustment Amount. (ivb) Buyer and Seller shall each bear fifty percent (50%) By the tenth business day following the final determination of the fees and costs Adjustment Amount, if the Purchase Price (after consideration of the Independent Accountants Adjustment Amount) is greater than the payment made pursuant to Section 2.4(b)(i) and 2.4(b)(ii), Buyer will pay the difference to Sellers, and if the Purchase Price (after consideration of the Adjustment Amount) is less than such amount, Sellers will pay the difference to Buyer. All payments will be made together with interest at a rate equal to the rate on U.S. Treasury Bills with a maturity of three months, as reported in the Wall Street Journal for the Effective Date, beginning on the Effective Date and ending on the date of payment. Payments must be made in immediately available funds. The Purchase Price shall be the Purchase Price as adjusted by the Adjustment Amount. Payments to Sellers must be made in the manner set forth in Section 2.4(b)(i). Payments to Buyer must be made by wire transfer to such determinationbank account as Buyer will specify. Any good faith dispute in the calculation of the Adjustment Amount will not constitute a breach of any of the representations or warranties of either Buyer or Sellers hereunder and will not give either party any right to indemnification hereunder. Within thirty (30) days of Buyer's receipt from Sellers of an invoice of the Company's accountants, Buyer shall pay an additional amount to Sellers equal to the incremental cost required by the Company's accountants to prepare the 2002 Audited Financial Statements in accordance with SEC requirements; provided, howeverthat, that the engagement agreements referred to in subpart any event such payment shall not exceed Twenty Thousand Dollars (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants$20,000.00).

Adjustment Procedure. (a) Seller shallThe Sellers’ Representative will prepare and will cause T▇▇▇ ▇▇▇▇▇▇, with the cooperation of Buyer and CPA, the Company’s certified public accountant, prepare to review (as the Company’s expense), a balance sheet (“Closing Balance Sheet”) of the Company as of the close of business on the day immediately preceding the Closing Date (and a calculation of the "CLOSING BALANCE SHEET"), it being understood that Adjustment Amount. Sellers will deliver the Closing Balance Sheet to Buyer within thirty (30) clays after the Closing Date. Following the Closing, Buyer shall not reflect any payments made or to be made or liabilities that arise on account of or related provide the Sellers’ Representative access to the consummation records and employees of the Contemplated Transactions, such as (i) Company to the execution and delivery extent necessary for the preparation of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet and shall not reflect (x) interest claimed to be owed by cooperate and cause the Company and the employees of the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances cooperate with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver (the “Closing Balance Sheet Accounting Firm”) in connection with its preparation and review of the Closing Balance Sheet, together with Seller's written calculation which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) Balance Sheet. If within thirty ten (3010) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Sheet, Buyer has not given Seller written Sellers’ Representative notice of its objection as to any amounts set forth on Sellers’ Representative’s calculation of the Closing Balance Sheet or Adjustment Amount (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's ’s objection), then such Adjustment Amount will be deemed to be the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the final Adjustment AmountAmount for all purposes hereunder. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then, within three (3) business days of delivery of such notice of objection, the issues outstanding in dispute with respect to the Closing Balance Sheet and/or calculation of the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection noticeAdjustment Amount will be submitted to BDO S▇▇▇▇▇▇, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent certified public accountants, or if that firm declines such engagement, another independent other certified public accounting firm mutually agreed to by accountants as Buyer and the parties, in each case utilizing partners that have not represented and have no relationship with either party Sellers’ Representative may agree (the "INDEPENDENT ACCOUNTANTS"“Accountants’’), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: and (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agentsparty, and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent AccountantsAccountants of the Adjustment Amount, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants within twenty (20) days of the date such dispute is referred to both Buyer and Sellerthe Accountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (ivin) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsAccountants for such determination. The date on which the Adjustment Amount is finally determined in accordance with this Section 2.6(a) is hereinafter referred to as the “DeterminationDate.” (b) On the tenth (10th) business day following the (i) final acceptance of the calculation of the Adjustment Amount or (ii) the Determination Date, Buyer shall deliver to Sellers the Holdback Shares, less the Adjustment Shares (if any), allocated to Sellers based upon their respective Pro Rata Shares.

Adjustment Procedure. (a) Seller shallThe “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Reference Working Capital from the Working Capital and multiplying that remainder by a fraction, with the cooperation numerator of Buyer which is the Gross Consideration minus the Contribution Value, and the Companydenominator of which is the Gross Consideration. For purposes of computing the Adjustment Amount, the “Reference Working Capital” shall be $1,728,622. (b) Buyer shall prepare a balance sheet financial statements (the “Closing Financial Statements”) of the Company Acquired Assets and Assumed Liabilities as of the close of business on Effective Time using the day immediately preceding same methodology as Seller’s past practices. Buyer shall then, using the same methodology as was used to calculate the Estimated Working Capital, determine the Working Capital based upon the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtFinancial Statements. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Buyer shall deliver the Closing Balance Sheet, together with Seller's written calculation Financial Statements and its determination of Working Capital and the Closing Net Worth (the "NET WORTH CALCULATION"), Adjustment Amount to Buyer Seller within ninety (90) 90 days following the Closing Date. (bc) If within thirty (30) 30 days following delivery to Seller of the Closing Balance Sheet Financial Statements and, based thereon, Buyer’s determination of Working Capital and the Net Worth Calculation Buyer Adjustment Amount Seller has not given Seller Buyer written notice of its Seller’s objection as to any amounts set forth on Buyer’s determination of Working Capital and the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Adjustment Amount (which notice shall state the general basis of Buyer's objectionSeller’s objection in reasonable detail) (an “Objection Notice”), then the Closing Balance Sheet Working Capital and the Net Worth Calculation Adjustment Amount as prepared so determined by Seller Buyer shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdParties. (cd) If Buyer Seller duly gives Seller Buyer such notice of objection, and if Seller and Buyer fail to agree on the Adjustment Amount within 30 days of Buyer’s receipt of the objection notice from Seller, either Seller or Buyer may at any time thereafter elect, by written notice to the other Party, to have the Adjustment Amount determined by the Independent Accountants. Upon delivery of such written notice, each of Seller and Buyer shall promptly (and, in any case, no later than 10 days thereafter) deliver to the Independent Accountants and to the other Party its proposed Closing Financial Statements and, based thereon, its determination of Working Capital and the Adjustment Amount. The Independent Accountants will act as an arbitrator to determine, based solely on presentations by Buyer and Seller fail to resolve the Seller, and not by independent review, only those issues outstanding still in dispute with respect to the Closing Balance Sheet and/or Objection Notice; provided that in its determination of any disputed item the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Independent Accountants may not assign a value to such item that is greater than the greatest value for such item claimed by Buyer or Seller may elect or less than the lowest value for such item claimed by Buyer or Seller. Buyer and Seller will instruct the Independent Accountants to submit render its determination with respect to the issues remaining items in dispute in a written report that specifies the conclusions of the Independent Accountants as to each item in dispute and the Atlantaresulting Working Capital and Adjustment Amount. Buyer and Seller will each use their commercially reasonable efforts to cause the Independent Accountants to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. In resolving such dispute, Georgia office the Independent Accountants will apply the provisions of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by this Agreement concerning determination of the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices amounts set forth in Section 2.6(a)the Objection Notice and the decision of the Independent Accountants will be solely based on (A) whether such disputed item was prepared in accordance with the guidelines set forth in this Agreement concerning determination of the amounts set forth in the Objection Notice and (B) whether the item objected to contains a mathematical or clerical error. If issues are There will be no ex parte communication between any of Buyer or Seller or their respective Representatives, on the one hand, and the Independent Accountants, on the other hand. The Independent Accountants’ determination of the Working Capital and Adjustment Amount as set forth in its report will, absent fraud or manifest error, be final, conclusive and binding on the Parties for purposes of this Agreement. The Independent Accountants will determine the allocation of its fees and expenses to the respective Parties based on the inverse of the percentage that the Independent Accountants’ resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Independent Accountants. (For example, if the total amount of the disputed items as originally submitted to the Independent Accountants for resolution, then: (i) Buyer equals $1,000 and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and awards $600 in favor of Seller’s position, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty sixty percent (5060%) of the fees and costs expenses of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart would be borne by Buyer and forty percent (i40%) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs expenses of the Independent AccountantsAccountants would be borne by Seller). (e) If the Adjustment Amount as finally determined is: (i) less than the Estimated Adjustment Amount, then, within three Business Days after such determination, Seller shall pay or cause to be paid such deficiency to Buyer by wire transfer of immediately available funds to such bank account of Buyer as Buyer shall specify to Seller in writing; or (ii) greater than the Estimated Adjustment Amount, then Buyer shall, within three Business Days after such determination, pay to or as directed by Seller the amount of such excess by wire transfer of immediately available funds to such bank account or accounts as Seller shall specify to Buyer in writing. The Cash Purchase Price as adjusted by the Adjustment Amount is referred to herein as the “Adjusted Cash Purchase Price.” 2.9

Adjustment Procedure. The determination of the Working Capital of the Company on the Closing Date shall be made as follows: (ai) Seller shall, with the cooperation of Buyer and the Company, shall prepare a balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The GAAP (the "Closing Balance Sheet Sheet"). Buyer shall include all year-end adjustments that would be included and made if then determine the Closing Working Capital based upon the Closing Balance Sheet had been prepared at a fiscal year endSheet. Seller Buyer shall deliver the Closing Balance Sheet, together with Seller's written calculation Sheet and its determination of the Closing Net Worth (Working Capital to the "NET WORTH CALCULATION"), to Buyer Sellers' Representatives within ninety (90) days following the Closing Date. (bii) If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has calculations of the Closing Working Capital the Sellers' Representatives have not given Seller Buyer written notice of its their objection as to any amounts set forth on the calculations of the Closing Balance Sheet or Working Capital (the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection"Dispute Notice"), then the Closing Balance Sheet and the Net Worth Calculation Working Capital as prepared calculated by Seller Buyer shall be final, binding and conclusive on the parties and be used in computing the adjustments to compute the Adjustment AmountCash Payment. Seller Sellers' Representatives may waive this thirty (30) day period by providing written notice to Buyer of their acceptance of the Buyer's calculations of the Closing Working Capital. (iii) If the Sellers' Representatives deliver to Buyer the Dispute Notice (which notice shall retainstate the basis of Sellers' Representatives' objection) within such thirty (30) day period, Buyer and cause its accountants and other agents to retain, all such work papers and other documentation and information Sellers' Representatives shall use commercially reasonable efforts for a period of at least two ten (210) years from days after Buyer's receipt of the date Dispute Notice (or such longer period as Buyer and Sellers' Representatives shall mutually agree upon) to resolve any disputes raised by Sellers' Representatives with respect to the same is created. (c) If Buyer duly gives Seller such notice calculation of objectionthe Closing Working Capital, as set forth on the Closing Balance Sheet, and if Sellers' Representatives and Buyer shall provide information to the other party (as reasonably requested) related to the items of disagreement set forth in the Dispute Notice. Sellers' Representatives and Seller their agents shall have all reasonable rights of access to the corporate records of the Company for such purposes. If, at the end of such ten (10) day period, the Sellers' Representatives and Buyer fail to resolve the outstanding issues outstanding with respect to the Closing Balance Sheet and/or and the Net Worth Calculation calculations of the Closing Working Capital, the Sellers' Representatives and Buyer jointly shall select an independent auditor of recognized national standing (who is not rendering, and during the preceding two (2) year period has not rendered, services to the Company or Buyer or any of their respective affiliates) to resolve any remaining disagreements. If the Sellers' Representatives and Buyer are unable to jointly select such independent auditor within thirty fifteen (3015) days after the date of Seller's receipt the Dispute Notice, each party shall select an independent auditor of Buyer's objection noticerecognized national standing and each such selected independent auditor shall select a third independent auditor of recognized national standing (who is not rendering, either and during the preceding two (2) year period has not rendered, services to the Company or Buyer or Seller may elect any of their respective affiliates) (such selected independent auditor whether pursuant to submit this or the issues remaining in dispute to the Atlantapreceding sentence, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTSIndependent Accountant"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants Accountant for resolution, then: (i) the Sellers' Representatives and Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountants Accountant may reasonably request and are available to that party or its accountants or other agents, agents and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountant any written material relating to the disputed issues; issues and to discuss the issues with the Independent Accountant; (iiiii) the determination by the Independent AccountantsAccountant, as set forth in a written notice to be delivered by to both the Sellers' Representatives and Buyer within twenty (20) days of the submission to the Independent Accountants to both Buyer and SellerAccountant of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare in the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as calculations of the date of Closing Working Capital; and (iii) the determination notice sent by the Independent Accountants; and (iv) Sellers and Buyer and Seller shall will each bear fifty percent (50%) of the fees and costs of the Independent Accountants Accountant for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants.

Adjustment Procedure. (a) On the date that is no more than three business days prior to the Closing, the Seller shall, with shall deliver to the cooperation of Buyer and the Company, prepare a an estimated balance sheet of the Company as of the close Closing Date (the "Estimated Closing Balance Sheet"), which shall be prepared using consistent accounting principles as with prior periods, taking into account cash reserves for the payment of business on all volume discounts accrued by the day immediately preceding Company and not previously settled or paid. (b) Within 30 days after the Closing Date, Deloitte & Touche ("Deloitte") shall prepare in accordance with GAAP and consistent with the preparation of the Financial Statements, and deliver to the Buyer and Seller a closing balance sheet for the Company, as of the Closing Date (the "CLOSING BALANCE SHEETDraft Closing Balance Sheet"). Within no later than 10 days (or as otherwise agreed to by Buyer and Seller) after the delivery of the Draft Closing Balance Sheet, it being understood Buyer and Seller shall meet in the offices of Deloitte, located at San ▇▇▇▇, Puerto Rico, to object to any provisions of the Draft Closing Balance Sheet, which objections shall be resolved in the sole discretion of Deloitte. Once all objections, if any, have been resolved by Deloitte, the Draft Closing Balance Sheet shall become the "Closing Balance Sheet" and Deloitte shall calculate the Adjustment Amount. Within five days following the date that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactionsis determined, such as (i) if the execution and delivery of Adjustment Amount is a positive number, the Transaction Documents, Buyer shall pay Seller in cash an amount equal to the Adjustment Amount; or (ii) if the capital contribution Adjustment Amount is a negative number, the Seller shall pay to buyer in cash an amount equal the Adjustment Amount multiplied by negative one. (c) On February 1, 2004 (or at such other time as agreed to by the Buyer and corresponding payment of the Intercompany Debt pursuant to Section 2.4(cSeller), (iii) the indebtedness evidenced by the Promissory Note Buyer and (iv) the Intercompany Debt. In addition, Seller shall in good faith update the Closing Balance Sheet shall not reflect based upon the Company's actual operating results (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes including actual accrued and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included paid volume discounts), and made if the Closing Balance Sheet had been prepared at a fiscal year end. such time Buyer and Seller shall deliver recalculate the Closing Balance SheetAdjustment Amount determined in Section 2.6(b) (after adjustment, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATIONFinal Adjustment Amount"), to . Any disagreements between Buyer within ninety (90) days following and Seller regarding the Closing Date. (b) If within thirty (30) days following delivery update of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice calculation of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice Final Adjustment Amount shall state the general basis of Buyer's objection)be settled by Deloitte, then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller whose determination shall be final. Then, binding and conclusive on within 5 days after determining the parties and used to compute the Final Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: Amount (i) Buyer and Seller shall execute any agreements required by if the Independent Accountants to accept their engagement Final Adjustment Amount is greater than the Adjustment Amount determined pursuant to this Section 2.6(c2.6(b) (negative 1 is "greater" than negative 5); , Buyer shall pay to Seller, in cash, an amount equal to the difference of the Final Adjustment Amount and the Adjustment Amount determined in Section 2.6(b) plus 6% simple, annual interest on such amount calculated from the Closing Date; or (ii) Buyer and Sellerif the Final Adjustment Amount is less than the Adjustment Amount (negative 5 is "less" than negative 1), each at its own expenseSeller shall pay to Buyer, shall promptly furnish or cause to be furnished in cash, an amount equal to the Independent Accountants such work papers and other documents and information relating to difference of the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet Final Adjustment Amount and the Net Worth CalculationAdjustment Amount determined in Section 2.6(b) plus 6% simple, which shall become binding annual interest on such amount calculated from the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsClosing Date.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer The Stockholder Representative will prepare and will cause the Company, prepare a balance sheet 's certified public accountants to review consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date Date, including a computation of the Company's cash and cash equivalents (the "CLOSING BALANCE SHEETFinal Cash Amount"), it being understood that Net Working Capital, Assumed Debt and Benefit Expense Proration as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall Stockholder Representative will deliver the Closing Balance Sheet, Financial Statements (together with Sellerdetail and working papers reasonably required for Buyer's written calculation of review including tax accruals for the Closing Net Worth (short tax period ending at the "NET WORTH CALCULATION"), Closing) to the Buyer within ninety (90) sixty days following after the Closing Date. (b) If . If, within thirty (30) days following delivery of the Closing Balance Sheet and Financial Statements, the Net Worth Calculation Buyer has not given Seller written the Stockholder Representative notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a detailed statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Balance Sheet Financial Statements will be used in computing the amount to be paid by Buyer for the Company's cash and the Net Worth Calculation as prepared by Seller shall be final, binding cash equivalents and conclusive on the parties and used to compute the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from If the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public nationally recognized accounting firm mutually agreed to by (other than Art▇▇▇ ▇▇d▇▇▇▇▇) ▇s the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties may designate (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) the Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, Stockholder Representative each at its own expense, shall promptly will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party the Stockholder Representative and the Buyer or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material materials relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered the Stockholder Representative and the Buyer by the Independent Accountants to both Buyer Accountants, will be made within sixty days of submission and Seller, shall will be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on Company Stockholders; and (iii) the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall the Company Stockholders will each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determination; provided. (b) On the tenth business day following the final determination of the Cash Adjustment Amount, howeverthe Adjustment Amount, that the engagement agreements referred amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.9, the Buyer will deposit with the Exchange Agent the difference together with the Net Working Capital Holdback described in subpart Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) above may require the parties to be bound jointly and severally Escrow Agent will pay to the Independent Accountants for those fees Buyer the amount by which the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall deposit with the Exchange Agent the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and costs, ending on the date of payment. Deposits made with the Exchange Agent shall be made by wire transfer of immediately available funds and will be allocated to the holders of Common Stock (and the interest in the event Buyer or Seller pays Common Stock represented by Dissenting Shares) as provided in Section 1.6. Payment to the Independent Accountants any amount in excess of 50% Buyer (other than under its representative right attributable to Dissenting Shares) shall be made out of the fees and costs of their engagement, Escrow Fund (as defined in the other party agrees to reimburse the other, as applicable, Escrow Agreement) pursuant to the extent required to equalize terms of the payments made by Buyer Escrow Agreement and Seller with respect be debited against the amount otherwise payable to the fees holders of Common Stock and costs of the Independent Accountantsinterest in the Common Stock represented by Dissenting Shares from the Escrow Fund.

Adjustment Procedure. (a) Seller shallSellers will prepare and will cause ▇▇▇▇▇▇▇, with the cooperation of Buyer and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PA, the Company's certified public accountants, prepare a balance sheet to audit consolidated financial statements ("Closing Financial Statements") of the Company as of the close June 30, 1999, including a computation of business on the day immediately preceding Debt as of June 30, 1999. Sellers will deliver the Closing Date (the "CLOSING BALANCE SHEET")Financial Statements to Buyer ▇▇▇▇.▇▇ July 15, it being understood that the 1999. Said Closing Balance Sheet shall not reflect any payments made or to Financial Statements will then be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced forwarded by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company Buyer to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with & Young, the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with SellerBuyer's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION")certified public accountants, to Buyer within ninety (90) days following the Closing Date. (b) review same to Buyer's satisfaction. If within thirty forty-five (3045) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statements, Buyer has not given Seller written Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Debt reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent mutually agreed upon certified public accounting firm mutually agreed to accountants selected by the parties, in each case utilizing partners that have not represented and have no relationship with either party parties (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagementthe Accountants for such determination. (b) On the tenth business day following the final determination of the Adjustment Amount, if the other party agrees to reimburse Purchase Price is less than the other, as applicable, to the extent required to equalize aggregate of the payments made by pursuant to Sections 2.4(b), the Rule 144 Stock issued to Sellers shall be reduced on the basis of $15.00 per share, whereupon the shares shall be released from specify Escrow and delivered to Sellers and to Buyer and Seller with respect pursuant to the fees and costs of the Independent AccountantsEscrow Agreement.

Adjustment Procedure. (a) Seller shallWithin ninety (90) days after the Closing Date, with Buyer shall prepare and deliver to Seller’s Representative a statement of the cooperation Closing Date Working Capital (the “Statement of Buyer Closing Date Working Capital”), which shall also include a statement of Cash as of the Effective Time. The Statement of Closing Date Working Capital shall be based upon the books and the Company, prepare a balance sheet records of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if GAAP consistent with the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation past practices of the Closing Net Worth (Company in the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following preparation of the Closing DateFinancial Statements. (b) Seller’s Representative and his accountants shall, during reasonable business hours, be given reasonable access to (and copies of) all of Buyer’s and the Company’s books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Statement of Closing Date Working Capital, for the purpose of reviewing the Statement of Closing Date Working Capital. (c) If within thirty (30) days following delivery of the Statement of Closing Balance Sheet and the Net Worth Calculation Buyer Date Working Capital to Seller’s Representative, Seller’s Representative has not given Seller written Buyer notice of its an objection as to any amounts set forth on the Statement of Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Date Working Capital (which notice shall state in reasonable detail the general basis of Buyer's objectionSeller’s Representative’s objections and Seller’s Representative’s proposed adjustments) (the “Objection Notice”), then the Statement of Closing Balance Sheet and the Net Worth Calculation Date Working Capital as prepared by Seller shall Buyer will be final, binding binding, and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdparties. (cd) If Seller’s Representative timely gives Buyer duly gives Seller such notice of objection, an Objection Notice and if Seller’s Representative and Buyer and Seller fail to resolve the issues outstanding with respect to raised in the Closing Balance Sheet and/or the Net Worth Calculation Objection Notice within thirty ninety (3090) days after delivery of the Objection Notice, Seller's receipt of Buyer's objection notice, either ’s Representative and Buyer or Seller may elect to shall submit the issues remaining in dispute for resolution to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, a recognized national or regional independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed acceptable to Buyer and Seller’s Representative (the “Independent Accountants”). If the Buyer and the Seller’s Representative cannot agree on the Independent Accountants to serve, each of them shall appoint a recognized national or regional independent accounting firm and the two firms shall appoint a recognized national or regional accounting firm to serve as the Independent Accountants. (e) The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Statement of Closing Date Working Capital as promptly as practicable, but no later than 30 days after the date on which the Independent Accountants are engaged. The determination by the partiesIndependent Accountants will be based solely on written submissions of Buyer and the Company, on the one hand, and Seller’s Representative, on the other hand, and will not involve independent review. Any determination with respect to the Statement of Closing Date Working Capital by the Independent Accountants will not be outside the range established by the amounts in each case utilizing partners that have not represented (i) the Statement of Closing Date Working Capital, and have no relationship with either party (ii) Seller’s Representative’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the "INDEPENDENT ACCOUNTANTS"), for resolution applying parties as of the principles, policies and practices set forth in Section 2.6(a). date of the determination notice sent by the Independent Accountants. (f) If issues are submitted to the Independent Accountants for resolution, then: (i) In the absence of mutual agreement of Seller’s Representative and Buyer, or unless otherwise expressly provided for in this Agreement, the Independent Accountants shall determine the process to be followed in resolving the disputed matters, provided such process is consistent with this Agreement; (ii) Seller’s Representative and Buyer and Seller shall execute any agreements agreement required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c2.06(d); (iiiii) Seller’s Representative and Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agentsaccountants, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any other written material relating to the disputed issues; (iiiiv) the The determination by the Independent Accountants, as set forth in a written notice report to be delivered by the Independent Accountants to both Buyer Seller’s Representative and SellerBuyer, shall be finalwill include the Statement of Closing Date Working Capital that were revised, binding and conclusive on reflecting the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties changes required as of the date a result of the determination notice sent made by the Independent Accountants; and (ivv) Seller and Buyer and Seller shall each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountants. (g) Any payments made pursuant to Section 2.05 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, Sellers will jointly prepare a balance sheet financial statements ("Closing Financial Statements") of the Company Acquired Companies as of the close Closing Date and for the period from the date of business on the day immediately preceding beginnings of the Acquired Companies' respective current fiscal years through the Closing Date (Date, including a computation of the "CLOSING BALANCE SHEET"), it being understood that Adjusted Net Worth. Buyer and Sellers agree to complete the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, Financial Statements within sixty days after the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation If within thirty days following completion of the Closing Net Worth (the "NET WORTH CALCULATION")Financial Statements, neither Buyer nor Sellers have objected to Buyer within ninety (90) days following the Closing Date. Financial Statements (b) If within thirty (30) days following delivery such objection must contain a statement of the Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's the objection), then the Closing Balance Sheet and the Adjusted Net Worth Calculation as prepared by Seller shall reflected in the Closing Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such or Sellers give notice of objection, and or if Buyer and Seller fail Sellers are unable to resolve agree on how the Closing Financial Statements should be prepared, then the issues outstanding with respect in dispute will be submitted to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), Accountants for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by (iii) Buyer to prepare will bear the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as fees of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, . (b) On the tenth business day following the final determination that there is an Adjustment Amount and the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs Adjustment Amount, Sellers will pay the amount of their engagement, the other party agrees Adjustment Amount to reimburse the other, as applicable, Buyer. Payments to the extent required to equalize the payments Buyer must be made by wire transfer to such bank account as Buyer and Seller with respect to the fees and costs of the Independent Accountantswill specify.

Adjustment Procedure. (a) Seller shallBuyer will prepare, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) thirty days following the Closing Date. , a statement of the consolidated net worth (b"Closing Net Worth Statement") of the Acquired Companies as of January 31, 1996, and shall deliver such statement to the Attorneys. For purposes of this Agreement, "consolidated net worth" shall mean the difference between the Acquired Companies' assets and their liabilities, determined in accordance with GAAP (provided, however, that (i) the aggregate amount set forth in ANNEX C under the heading "Option Price Payable" shall be deemed to be an asset of the Acquired Companies on the Closing Net Worth Statement and (ii) the fees, expenses and bonuses payable by the Company pursuant to Section 11.1 hereof shall be reflected as liabilities on the Closing Net Worth Statement. If within thirty (30) fifteen days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer has Statement, the Attorneys have not given Seller written Buyer notice of its their objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Statement (which such notice shall state must contain a statement of the general basis of Buyersuch Seller's objection), then the consolidated net worth reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Statement will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from If the date the same is created. (c) If Buyer duly gives Seller Attorneys give such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to an audit partner, experienced in auditing companies in a businesses similar to that of the AtlantaAcquired Companies, Georgia in an office of PricewaterhouseCoopersDeloitte & Touche, LLC, independent certified public accountants, located in New York, Massachusetts or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party Connecticut (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly all parties will furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants, (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties, and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall the Sellers (as a group) will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent AccountantsAccountants for such determination.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer The Sellers will prepare and will cause the Company, prepare a balance sheet 's certified public accountants to review consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date Date, including a computation of the Company's cash and cash equivalents (the "CLOSING BALANCE SHEETFinal Cash Amount"), it being understood that Net Working Capital, Assumed Debt and Benefit Expense Proration as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National DistributorsDate. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall Sellers will deliver the Closing Balance Sheet, Financial Statements (together with Sellerdetail and working papers reasonably required for Buyer's written calculation of review including tax accruals for the Closing Net Worth (short tax period ending at the "NET WORTH CALCULATION"), Closing) to the Buyer within ninety sixty (9060) days following after the Closing Date. (b) If . If, within thirty (30) days following delivery of the Closing Balance Sheet and Financial Statements, the Net Worth Calculation Buyer has not given Seller written the Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a detailed statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Balance Sheet Financial Statements will be used in computing the amount to be paid by Buyer for the Company's cash and the Net Worth Calculation as prepared by Seller shall be finalcash equivalents, binding and conclusive on the parties and used to compute the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from If the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public nationally recognized accounting firm mutually agreed to by (other than Art▇▇▇ ▇▇d▇▇▇▇▇) ▇s the parties, in each case utilizing partners that have not represented and have no relationship with either party Parties may designate (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly Party will -2- 8 furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party Party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material materials relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both Parties by the Independent Accountants to both Buyer Accountants, will be made within sixty (60) days of submission and Seller, shall will be final, binding and conclusive on the parties Parties; and shall be used by (iii) the Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall Sellers will each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determination; provided. (b) On the tenth business day following the final determination of the amount to be paid by Buyer for the Company's cash and cash equivalents, howeverthe Adjustment Amount, that the engagement agreements referred amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Sellers together with the Net Working Capital Holdback described in subpart Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) above may require the parties to be bound jointly and severally Sellers will pay to the Independent Accountants for those fees Buyer the amount by which the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Sellers the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and costs, ending on the date of payment. Payments to the Sellers shall be made by wire transfer of immediately available funds and shall be made in the event Buyer or Seller pays manner and will be allocated in the proportions described in Section 1.2. Payment to the Independent Accountants any amount in excess of 50% Buyer shall be made out of the fees and costs of their engagement, Escrow Fund (as defined in the other party agrees to reimburse the other, as applicable, Escrow Agreement) pursuant to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs terms of the Independent AccountantsEscrow Agreement.

Adjustment Procedure. (a) Seller shallBuyer will cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, with the cooperation of Buyer and Buyer's certified public accountants, to determine the Company, prepare a balance sheet consolidated net working capital of the Company as of the close of business on the day immediately preceding Closing Date in accordance with GAAP and to determine the Adjustment Amount based on the consolidated net working capital of the Company as so determined as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related as compared to the consummation consolidated net working capital of the Contemplated TransactionsCompany as shown on Schedule 2.6, such as (i) based on the execution asset and delivery liability accounts specified on Schedule 2.6 and subject to the instructions provided in Schedule 2.6, but not subject to any disclosures or statements made in the Disclosure Letter delivered to Sellers pursuant to this Agreement. Buyer will deliver the statement prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP showing the calculation of the Transaction Documents, Adjustment Amount (ii"Closing Statement") the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇▇▇▇▇ Circulation Company or within sixty (y60) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if days after the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance SheetDate, together with Sellercopies of Buyer's written calculation of and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP's work papers, and other documents and information, used to prepare the Closing Net Worth Statement. If, within sixty (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (3060) days following delivery of the Closing Balance Sheet Statement and the Net Worth Calculation Buyer related documents and information, ▇▇▇▇▇▇▇▇▇▇ has not given Seller written Buyer notice of its his objection as to any amounts set forth on the Closing Balance Sheet or Statement (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's ▇▇▇▇▇▇▇▇▇▇'▇ objection), then the Company's net working capital reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Statement will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, Buyer agrees upon reasonable notice to make available to ▇▇▇▇▇▇▇▇▇▇ at the offices of the Acquired Companies the books and cause its accountants and other agents records of the Acquired Companies as required by ▇▇▇▇▇▇▇▇▇▇ to retain, all such work papers and other documentation and information for a period of at least two (2) years from verify the date determination reflected in the same is created. (c) Closing Statement. If Buyer duly ▇▇▇▇▇▇▇▇▇▇ gives Seller such notice of objection, and if Buyer and Seller fail the parties are unable to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation subject of such objection within thirty (30) days of Seller's receipt of Buyer's objection after such notice, either Buyer or Seller may elect to submit then the issues remaining in dispute will be submitted to the AtlantaErnst & Young, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party accountants (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying with instructions to the principles, policies and practices set forth in Section 2.6(a)Accountants to resolve such dispute within forty-five (45) days. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants Subsidiaries (or other agentsits independent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties; and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees of the Accountants for such determination. (b) The final determination of the Adjustment Amount shall occur on the earliest of (i) sixty (60) days after delivery of the Closing Statement to ▇▇▇▇▇▇▇▇▇▇ without objection, (ii) written agreement of ▇▇▇▇▇▇▇▇▇▇ and costs Buyer to the Closing Statement or any modification thereof, or (iii) written determination by the Accountants. On the tenth (10th) Business Day following the final determination of their engagementthe Adjustment Amount, (i) if the Adjustment Amount is a negative number and greater than negative $1,000,000, the other party agrees Escrowed Funds shall be paid to reimburse Buyer, and the other, as applicable, Sellers shall pay to Buyer (in proportion to the extent required relative percentage of the Purchase Price payable to equalize each Seller under Section 2.5(b)(iii) (such relative proportions, hereinafter, a "Pro Rata Basis")) an amount equal to the amount by which the negative Adjustment Amount exceeds negative $1,000,000, (ii) if the Adjustment Amount is a negative number and less than or equal to negative $1,000,000, an amount equal to the negative Adjustment Amount shall be paid to Buyer out of the Escrowed Funds, and the balance of the Escrowed Funds, if any, shall be paid to the Sellers, and (iii) if the Adjustment Amount is zero or a positive number, all of the Escrowed Funds shall be paid to the Sellers, and Buyer shall pay to the Sellers an amount equal to the positive Adjustment Amount, if any. All payments of the Escrowed Funds will be made together with interest at the rate earned thereon. Payments must be made in immediately available funds by wire transfer to such bank account as the party entitled to receive such funds shall specify. Payments made to Sellers under this Section and under Section 2.5(b)(iii) shall be paid on a Pro Rata Basis in accordance with Schedule 2.5(b)(iii), and payments made to ▇▇▇▇▇▇▇▇▇▇ on behalf of Sellers other than JR shall be paid to ▇▇▇▇▇▇▇▇▇▇ and then distributed by Buyer and Seller ▇▇▇▇▇▇▇▇▇▇ to such Sellers in accordance with respect Schedule 2.5(b)(iii). Any portion of the Adjustment Amount which is not disputed under the procedures set forth above shall be paid to the fees party or parties entitled thereto in accordance with the provisions of this Section 2.7, and costs the remaining portion of the Independent Accountants.Adjustment Amount shall be paid when any dispute has been resolved in accordance with the provisions of this Section 2.7. An example of the calculation of the amount payable to Sellers at Closing and the calculation and payment of the Adjustment Amount is set forth on Exhibit 2.7

Adjustment Procedure. (a) Seller shallThe “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Reference Working Capital from the Working Capital. For purposes of computing the Adjustment Amount, with the cooperation of “Reference Working Capital” shall be $4,300,000. (b) Buyer and Representative shall prepare financial statements (the Company, prepare a balance sheet “Closing Financial Statements”) of the Company Acquired Assets and Assumed Liabilities as of the close of business on Effective Time. Buyer Representative shall then, using the day immediately preceding same methodology as was used to calculate the Estimated Working Capital, determine the Working Capital based upon the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtFinancial Statements. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Buyer Representative shall deliver the Closing Balance Sheet, together with Seller's written calculation Financial Statements and its determination of Working Capital and the Closing Net Worth (the "NET WORTH CALCULATION"), Adjustment Amount to Buyer Seller Representative within ninety (90) 90 days following the Closing Date. (bc) If If, within thirty (30) 30 days following delivery to Seller Representative of the Closing Balance Sheet Financial Statements and, based thereon, Buyer Representative’s determination of Working Capital and the Net Worth Calculation Buyer Adjustment Amount, Seller Representative has not given Seller Buyer Representative written notice of its Sellers’ objection as to any amounts set forth on Buyer Representative’s determination of Working Capital and the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Adjustment Amount (which notice shall state the general basis of Buyer's objectionSeller Representative’s objection in reasonable detail), then the Closing Balance Sheet Working Capital and the Net Worth Calculation Adjustment Amount as prepared so determined by Seller Buyer Representative shall be final, binding and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdParties. (cd) If Buyer Seller Representative duly gives Seller Buyer Representative such notice of objection, and if Seller Representative and Buyer Representative fail to agree on the Adjustment Amount within 30 days of Buyer Representative’s receipt of the objection notice from Seller Representative, either Seller Representative or Buyer Representative may at any time thereafter elect, by written notice to the other Party, to have the Adjustment Amount determined by the Independent Accountants. Upon delivery of such written notice, each of Seller Representative and Buyer Representative shall promptly (and, in any case, no later than 10 days thereafter) deliver to the Independent Accountants and to the other Party its proposed Closing Financial Statements and, based thereon, its determination of Working Capital and the Adjustment Amount. The Parties agree that they shall jointly instruct the Independent Accountants to (A) make their determination of the Working Capital and the Adjustment Amount based on their independent review (which will be in accordance with the guidelines and procedures set forth in this Agreement) and, at the Independent Accountants discretion, a one-day conference concerning the amount in dispute, at which conference each of Buyer Representative and Seller fail Representative shall have the right to resolve present its respective position with respect to such dispute and have present its respective advisors, counsel and accountants, (B) render a final resolution in writing to Buyer Representative and Seller Representative (which final resolution shall be requested by Buyer Representative and Seller Representative to be delivered not more than 30 days following submission of such disputed matters), which shall be final, conclusive and binding on the issues outstanding Parties with respect to the Closing Balance Sheet and/or Working Capital and the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to Adjustment Amount as finally determined by the partiesIndependent Accountants, in each case utilizing partners that have not represented and have no relationship with (C) provide a written report to Buyer Representative and Seller Representative, if requested by either party (the "INDEPENDENT ACCOUNTANTS")of them, for resolution applying the principles, policies and practices set which sets forth in Section 2.6(a)reasonable detail the basis for the Independent Accountants’ final determination. If issues are submitted to No appeal from such determination shall be permitted. The fees and expenses of the Independent Accountants for resolutionshall be allocated between Buyers, thenon the one hand, and Sellers on the other hand, based upon the percentage which (x) the portion of the Working Capital and Adjustment Amount in dispute not awarded to the Buyers bears to (y) the amount actually contested by the Sellers. For example, if Sellers claim the appropriate adjustment to the Working Capital is $100,000 greater than the amount determined by Buyer, and if the Independent Accountants ultimately resolve the objection by awarding to Sellers $20,000 of the $100,000 contested, then the fees and expenses of the Independent Accountants will be allocated 20% (i.e., 20,000/100,000 X 100) to Buyer and 80% to Sellers. Judgment upon any decision by the Independent Accountants may be enforced by any court having jurisdiction thereof. (e) If the Adjustment Amount as finally determined is: (i) Buyer and Seller less than the Estimated Adjustment Amount by an amount that is greater than $215,000, then: (1) the Purchase Price shall execute any agreements required be decreased by the Independent Accountants amount of such shortfall and (2) within three Business Days after such determination, at Buyer Representative’s sole discretion, either (a) Seller Representative and Buyer Representative shall issue joint written instructions to accept their engagement pursuant cause the Escrow Agent to this Section 2.6(c)distribute the amount of such shortfall to or as directed by Buyer Representative, on behalf of Buyers, in accordance with the Escrow Agreement or (b) Sellers shall pay or cause to be paid such deficiency to or as directed by Buyer Representative, on behalf of Buyers, by wire transfer of immediately available funds to such bank account(s) as Buyer Representative shall specify to Seller Representative in writing; (ii) Buyer an amount that is not greater or less than the Estimated Adjustment Amount by an amount of $215,000, then (1) the Purchase Price shall not be decreased or increased by any amount and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and (2) no payment shall be afforded made to or on behalf of Buyers or Sellers pursuant to this Section 2.8 or otherwise on account of the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues;Adjustment Amount; or (iii) greater than the determination Estimated Adjustment Amount by an amount that is greater than $215,000, then (1) the Purchase Price shall be increased by the Independent Accountantsamount of such excess and (2) Buyers shall, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for within three Business Days after such determination; provided, however, that pay to or as directed by Seller Representative the engagement agreements referred amount of such excess by wire transfer of immediately available funds to such bank account or accounts as Seller Representative shall specify to Buyer Representative in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantswriting.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, shall prepare a consolidated balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the “Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (iSheet”) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Buyer shall deliver the Closing Balance Sheet, together with Seller's written calculation Sheet and the determination of the Closing Net Worth (the "NET WORTH CALCULATION"), Adjustment Amount to Buyer Seller within ninety (90) days following the Closing Date. (b) Upon execution of such access letters as may be reasonably required by Buyer, Seller and its Representatives shall, during reasonable business hours, be given reasonable access to (and copies of) all Buyer’s and its Representatives’ books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Closing Balance Sheet and the determination of the Adjustment Amount, for the purpose of reviewing the Closing Balance Sheet and determination of the Adjustment Amount, in each case, other than certain work papers that Buyer considers proprietary, such as internal control documentation, engagement planning, time control and audit sign off, and quality control work papers. (c) If within thirty (30) 30 days following delivery of the Closing Balance Sheet and the Net Worth Calculation Buyer determination of the Adjustment Amount to Seller, Seller has not given Seller written Buyer notice of its an objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in determination of the Net Worth Calculation Adjustment Amount (which notice shall state in reasonable detail the general basis of Buyer's objectionSeller’s objections and Seller’s proposed adjustments (the “Objection Notice”)), then the Closing Balance Sheet and the Net Worth Calculation determination of the Adjustment Amount as prepared by Seller shall Buyer will be final, binding binding, and conclusive on the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdParties. (cd) If Seller timely gives Buyer duly gives Seller such notice of objection, an Objection Notice and if Seller and Buyer and Seller fail to resolve the issues outstanding raised in the Objection Notice within 30 days after giving the Objection Notice, Seller and Buyer shall submit the issues remaining in dispute for resolution to an independent PCAOB registered accounting firm mutually selected by them and with respect to which no party hereto has had any relationship in the past three years (the “Independent Accountants”). (e) The Parties shall negotiate in good faith in order to seek agreement on the procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of evidence. If the Parties are unable to agree upon procedures within 10 days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either Buyer or Seller. The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Closing Balance Sheet and/or and the Net Worth Calculation within thirty (30) resulting Adjustment Amount as promptly as practicable, but no later than 60 days of Seller's receipt after the date on which the Independent Accountants are engaged. The determination by the Independent Accountants will be based solely on written submissions of Buyer's objection notice, either Buyer on the one hand, and Seller, on the other hand, and will not involve independent review. Any determination of the Closing Balance Sheet or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to Adjustment Amount by the partiesIndependent Accountants will not be outside the range established by the amounts in (i) the Closing Balance Sheet and the determination of the Adjustment Amount proposed by Buyer, in each case utilizing partners that have not represented and have no relationship with either party (ii) Seller’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the "INDEPENDENT ACCOUNTANTS"), for resolution applying Parties as of the principles, policies and practices set forth in Section 2.6(a). date of the determination notice sent by the Independent Accountants. (f) If issues are submitted to the Independent Accountants for resolution, then: (i) Seller and Buyer and Seller shall execute any agreements agreement required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c2.6(d); (ii) Seller and Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party Party or its accountants or other agentsRepresentatives, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other partyParty, any other written material relating to the disputed issues; (iii) the The determination by the Independent Accountants, as set forth in a written notice report to be delivered by the Independent Accountants to both Buyer Seller and SellerBuyer, shall be final, binding and conclusive on will include the parties and shall be used by Buyer to prepare the final revised Closing Balance Sheet and Adjustment Amount, reflecting the Net Worth Calculation, which shall become binding on the parties changes required as of the date a result of the determination notice sent made by the Independent Accountants; and (iv) Seller and Buyer and Seller shall each bear fifty percent (50%) one-half of the fees and costs of the Independent Accountants for such determinationAccountants; provided, however, that the engagement agreements agreement referred to in subpart (iSection 2.6(f)(i) above may require the parties Parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Seller or Buyer or Seller pays pay to the Independent Accountants any amount in excess of 50% one-half of the fees and costs of their its engagement, the other party Party agrees to reimburse the otherSeller or Buyer, as applicable, upon demand, to the extent required to equalize the payments made by Seller and Buyer and Seller with respect to the fees and costs of the Independent Accountants.

Adjustment Procedure. (a) Seller shallSellers shall prepare and cause Northrup, with the cooperation of Buyer and Haines, Kaduce, Schmid, Marklin, P.C., the Company's certified public accountants, prepare a balance sheet at Sellers' expense, to audit, within sixty (60) days following the Closing Date, financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Balance Sheet through the Closing Date (the "CLOSING BALANCE SHEET")Date, it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account including a computation of or related to the consummation of the Contemplated Transactions, such stockholders' equity as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) . If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statements, Buyer has not given Seller written Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the stockholders' equity reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve then the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute will be submitted to the AtlantaMcGladrey & Pull▇▇ ▇▇▇, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party accountants (the "INDEPENDENT ACCOUNTANTSAccountants"), for resolution applying the principles, policies and practices set forth in Section 2.6(a)resolution. If issues in dispute are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly party will furnish or cause to be furnished to the Independent Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party (or its accountants or other agentsindependent public accountants), and shall will be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; determination and to discuss the determination with the Accountants, (iiiii) the determination by the Independent Accountants, as set forth in a written notice delivered to be delivered both parties by the Independent Accountants to both Buyer and SellerAccountants, shall will be final, binding and conclusive on the parties parties, and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iviii) Buyer and Seller shall Sellers will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagementthe Accountants for such determination. (b) On the tenth (10th) business day following the final determination of the Adjustment Amount, if the other party agrees to reimburse Purchase Price is less than the other, as applicable, to the extent required to equalize aggregate of the payments made by Buyer pursuant to Sections 1.4(b)(i) and Seller 1.4(b)(ii) Sellers will pay the difference to Buyer. All payments will be made together with respect to interest at the fees rate of 10% per annum beginning on the Closing Date and costs ending on the date of the Independent Accountantspayment.

Adjustment Procedure. (a) Seller shallWithin 60 days after the Closing Date, with Parent shall prepare and deliver to the cooperation Shareholders’ Agent (i) a certificate (the “Closing Certificate”) setting forth Parent’s calculation of Buyer the Merger Consideration as of the Closing Date, including an itemized statement of the Closing Cash, Closing Debt, Sale Bonuses, VHS Payments and the Company, prepare Closing Working Capital and (ii) a balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date reflecting Parent’s calculation of each of the components of the Merger Consideration (the "CLOSING BALANCE SHEET"“Closing Balance Sheet”), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet which shall be prepared in accordance with GAAP applied on a basis consistent with Company’s past practices used in preparing the Company GAAP. Financial Statements. (b) The Shareholders’ Agent shall have 45 days from the date on which the Closing Balance Sheet shall include all year-end adjustments that would be included Certificate and made if the Closing Balance Sheet had have been prepared at a fiscal year end. Seller shall deliver delivered to it to raise any objection(s) to the Closing Certificate or the Closing Balance Sheet, together by delivery of written notice to Parent setting forth such objection(s) in reasonable detail (the “Disputed Items”). In the event that the Shareholders’ Agent shall not deliver any such objection(s) with Seller's written calculation of respect to the Closing Net Worth (the "NET WORTH CALCULATION"), to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery of Certificate or the Closing Balance Sheet within such 45-day period, then the Closing Certificate shall be deemed final for purposes of this Section 2.10. In the event that any such objection(s) are so delivered, the Closing Certificate shall be deemed not final and Parent and the Net Worth Calculation Buyer has Shareholders’ Agent shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within 30 days of delivery of such notice, shall, within five Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to the Independent Accounting Firm. Parent and the Shareholders’ Agent shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the Independent Accounting Firm to the extent available to Parent or its Representatives or the Shareholders’ Agent or its Representatives. Parent and the Shareholders’ Agent shall be afforded the same opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm will (i) resolve only the outstanding Disputed Items and may not given Seller written notice assign a value greater than the greatest value claimed for any item by either party or smaller than the smallest value claimed for any item by either party, and (ii) re-calculate the Merger Consideration as of its objection as to any amounts set forth on the Closing Balance Sheet or Date using the calculations set forth in the Net Worth Calculation Closing Certificate, as modified only by (which notice shall state A) the general basis Independent Accounting Firm’s resolution of Buyer's objection), then the Closing Balance Sheet outstanding Disputed Items and/or (B) the written agreement of Parent and the Net Worth Calculation as prepared by Seller shall be final, binding and conclusive on the parties and used to compute the Adjustment AmountShareholders’ Agent. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the The determination by the Independent AccountantsAccounting Firm, as set forth in a written notice to be delivered by to Parent and the Shareholders’ Agent within 30 days after the submission of the Disputed Items to the Independent Accountants to both Buyer and SellerAccounting Firm, shall be final, binding and conclusive on Parent, the parties Shareholders’ Agent and all shareholders of Company. The fees, costs and expenses of the Independent Accounting Firm will be borne by the party whose positions generally did not prevail in such determination, as determined by such Independent Accounting Firm, or if the Independent Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by the Shareholders’ Agent (payable solely out of the Agent Fund) and 50% by Parent. (c) At such time as the Closing Certificate shall become final in accordance with Subsection 2.10(b), the Merger Consideration determined in accordance with the final Closing Certificate (the “Final Merger Consideration”) shall be compared to the Estimated Merger Consideration. If the Estimated Merger Consideration is greater than the Final Merger Consideration, the Securityholders shall pay to Parent an amount equal to such excess. Any payment to be made by the Securityholders pursuant to this Subsection 2.10(c) shall be made, within five Business Days from the date that the Closing Certificate is finally determined pursuant to Subsection 2.10(b), first by release of such amount from the Agent Fund and, if necessary, from the Escrow Fund. If the Final Merger Consideration is greater than the Estimated Merger Consideration, Parent shall pay to the Securityholders an amount equal to such excess within five Business Days from the date that the Closing Certificate is finally determined pursuant to Subsection 2.10(b). (d) No adjustment to the Merger Consideration pursuant to this Section 2.10 shall be considered a breach of any representation, warranty or other provision of this Agreement. Parent shall not make any claim in respect of the determination of the Merger Consideration or any item included within the determination of the Merger Consideration other than in accordance with this Section 2.10. (e) The Shareholders’ Agent and its accountants, lawyers and representatives will be given full access at all reasonable times to (and shall be used allowed to make copies of) the books and records of the Surviving Corporation and its Subsidiaries and to any personnel of the Surviving Corporation or any Subsidiaries reasonably requested by Buyer to prepare such persons, in each case solely in connection with the final Closing Balance Sheet determination of the Merger Consideration or any dispute relating thereto. The rights of the Shareholders’ Agent and the Net Worth Calculation, which Securityholders under this Agreement shall become binding on the parties as of the date of the determination notice sent not be prejudiced by the Independent Accountants; andfailure of Parent, the Surviving Corporation or any of its Subsidiaries to comply with this Subsection 2.10(e). (ivf) Buyer and Seller shall each bear fifty percent (50%) of If, for any reason, Parent fails to deliver the fees and costs of Closing Certificate within the Independent Accountants for such determination; providedtime period required by Subsection 2.10(a), however, that the engagement agreements referred Estimated Closing Certificate delivered by Company to in subpart (i) above may require the parties to be bound jointly and severally Parent prior to the Independent Accountants Closing shall be considered for those fees all purposes of this Agreement as being Parent’s “Closing Certificate” and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess Shareholders’ Agent shall have all of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller its rights under this Section 2.10 with respect to the fees and costs of the Independent Accountantssuch certificate.

Adjustment Procedure. (a) Seller shallWithin sixty (60) days after the Closing Date, Buyer shall cause the Companies to prepare and deliver to Sellers’ Representative a statement evidencing its determination of actual Adjusted Net Working Capital (the “Working Capital Closing Statement”) and, based thereon, the Adjustment Amount, which Working Capital Closing Statement shall be prepared, and the Adjusted Net Working Capital determined, on a basis consistent with the cooperation of Buyer and the Company, prepare a balance sheet preparation of the Company as of the close of business on the day immediately preceding the Estimated Working Capital Closing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution Statement and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAPthe Working Capital Methodology. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if Sellers’ Representative may object to the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the Closing Balance Sheet, together with Seller's written calculation determination by Buyer of the Closing Net Worth Adjustment Amount by delivery of a written statement of objections (stating the "NET WORTH CALCULATION"), basis of the objections with reasonable specificity) to Buyer within ninety (90) days following the Closing Date. (b) If within thirty (30) days following delivery to Sellers’ Representative of the such Working Capital Closing Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of its objection as to any amounts set forth Statement but only on the Closing Balance Sheet basis that the amounts reflected therein were not arrived at in accordance with this Agreement or the calculations resulted from a mistake of fact or other inaccuracy. If Sellers’ Representative makes such objection, then Buyer and Sellers’ Representative shall seek in good faith to resolve all disagreements set forth in such written statement of objections within twenty (20) days following the Net Worth Calculation (which notice shall state delivery thereof to Buyer. If Sellers’ Representative does not make such objection within such 30-day period, such Working Capital Closing Statement and, based thereon, the general basis of Buyer's objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller Adjustment Amount shall be final, considered final and binding and conclusive on upon the parties and used to compute the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is createdparties. (cb) If Buyer duly gives Seller such notice of objection, and if Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation within thirty (30) days of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect to submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices set forth in Section 2.6(a). If issues are submitted to the Independent Accountants for resolution, thenAdjustment Amount as finally determined is: (i) Buyer and less than the Estimated Adjustment Amount, then, within five (5) business days of final determination of the Adjustment Amount, each Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish pay or cause to be furnished paid to the Independent Accountants Buyer such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as ’s Pro Rata Percentage of the date amount of the determination notice sent such short fall, by the Independent Accountants; and (iv) wire transfer of immediately available funds to such bank account of Buyer and Seller as Buyer shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determinationspecify to Sellers’ Representative in writing; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicablethat, to the extent required to equalize the payments made by Buyer and Seller with respect B▇▇▇▇▇▇▇ then retains any Holdback Amount, B▇▇▇▇▇▇▇ shall, to the fees and costs extent of the Independent Accountantsapplicable funds, satisfy each such Seller’s (other than CODI and Norwest) allocable portion of such short fall therefrom; or (ii) greater than the Estimated Adjustment Amount, then, within five (5) business days of final determination of the Adjustment Amount, the Buyer shall pay to each Seller such Seller’s Pro Rata Percentage of the amount of such excess, in immediately available funds, by wire transfer to such bank account or accounts of such Seller as Sellers’ Representative shall specify to Buyer in writing.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, The Purchaser shall prepare a balance sheet of the Company as of the close opening of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"“Closing Balance Sheet”), it being understood such Closing Balance Sheet to be prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Balance Sheet. (b) The Purchaser shall then determine (i) the Closing Working Capital as of the opening of business on the Closing Date; and (ii) the Net Closing Date Cash as of the opening of business on the Closing Date; each of which shall be accompanied by reasonably detailed calculations and shall, where applicable, be derived from and calculated in a manner consistent with the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account (and each of or related to the consummation of the Contemplated Transactionswhich, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances along with the National Distributorsdeliverables under paragraph (a) shall be referred to collectively as the “Adjustment Amount Deliverables”). The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Purchaser shall deliver the Closing Balance SheetAdjustment Amount Deliverables, together with Seller's written supporting documentation evidencing the calculation of the Closing Net Worth (the "NET WORTH CALCULATION")thereof, to Buyer the Seller within ninety sixty (9060) days following the Closing Date. (bc) If within thirty (30) days following delivery of the Closing Balance Sheet and Adjustment Amount Deliverables, the Net Worth Calculation Buyer has Seller have not given Seller the Purchaser written notice of its their objection as that the determination of one or more of the Adjustment Amount Deliverables (i) contains mathematical errors, (ii) with respect to any amounts set forth on the Closing Balance Sheet Sheet, has not been prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Balance Sheet, (iii) have not been calculated using the same methodology as was used to calculate the applicable Estimated Adjustment Amount or (iv) otherwise not derived from and calculated in a manner consistent with the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection)Closing Balance Sheet, then the Closing Balance Sheet and Adjustment Amount Deliverables, each as calculated by the Net Worth Calculation as prepared by Seller Purchaser, shall be final, binding and conclusive on the parties and shall be used to compute in computing the Adjustment Amount. The Seller shall retain, and cause its accountants and not challenge the amounts set forth in the Adjustment Amount Deliverables on any basis other agents to retain, all such work papers and other documentation and information for a period than as set forth in clauses (i) through (iv) of at least two (2) years from the date the same is createdpreceding sentence. (cd) If Buyer the Seller duly gives Seller the Purchaser such notice of objectionobjection which notice shall specify in reasonable detail each disputed item, the amount in dispute and the reasons supporting the Seller’s positions, and if Buyer the Purchaser and the Seller fail fail, after negotiating in good faith, to resolve the issues outstanding with respect to the Closing Balance Sheet and/or the Net Worth Calculation Adjustment Amount Deliverables within thirty (30) days of Seller's the Purchaser’s receipt of Buyer's the Seller’s objection notice, either Buyer or the Seller may elect to and the Purchaser shall submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountantsErnst & Young LLP for resolution, or if that firm declines such engagementis unwilling or unable to serve, the Purchaser and the Seller will engage another mutually agreeable independent certified public accounting firm mutually agreed of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Parent. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within ten (10) days after such 30-day period, the Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized national standing and such selected accounting firms will select a third independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Parent; provided, however, that if either the Purchaser, on the one hand, or the Seller, on the other hand, fails to select such independent accounting firm during this 10-day period, then the parties agree that the independent accounting firm selected by the partiesother party will be the independent accounting firm selected by the parties for purposes of this Section 1.4 (such selected independent accounting firm, in each case utilizing partners that have not represented and have no relationship with either party (whether pursuant to this sentence or the "INDEPENDENT ACCOUNTANTS")preceding sentence, for resolution applying the principles, policies and practices set forth in Section 2.6(a“Independent Accountant”). If issues are submitted to the Independent Accountants Accountant for resolution, then: (i) Buyer the Seller and Seller the Purchaser shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountants Accountant may reasonably request and are available to that party or its accountants or other agents, agents and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountant any written material relating to the disputed issues; issues and to discuss the issues with the Independent Accountant, (iiiii) the determination by the Independent AccountantsAccountant, as set forth in a written notice to be delivered by to both the Seller and the Purchaser within sixty (60) days of the submission to the Independent Accountants to both Buyer and SellerAccountant of the issues remaining in dispute, shall be final, binding and conclusive on the parties parties, absent manifest error, and shall be used in the determination of the Adjustment Amount, and (iii) the fees and expenses of the Independent Accountant shall be shared by Buyer the Purchaser and the Seller in inverse proportion to prepare the final relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, respectively. (e) The “Adjustment Amount” (which may be, and the components of which may be, a positive or negative number) shall be equal to the sum of (i) the amount determined by subtracting the Closing Working Capital from the Estimated Working Capital and (ii) the amount determined by subtracting the Net Closing Date Cash from the Estimated Net Closing Date Cash. If the Adjustment Amount is a positive number, the Adjustment Amount shall be paid from the Escrow Account by wire transfer by the Escrow Agent to an account specified by the Purchaser. If the Adjustment Amount is a negative number, the Adjustment Amount shall be paid by wire transfer by the Purchaser to an account specified by the Seller. Within three (3) Business Days after the determination of the Closing Working Capital and Net Closing Date Cash becomes binding and conclusive on the parties pursuant to this Section 1.4, the Seller or the Purchaser, as the case may be, shall make the wire transfer payment provided for in this Section 1.4(e). (f) The Purchase Price shall be decreased, dollar for dollar, by any Adjustment Amount paid to the Purchaser pursuant Section 1.4(e) or increased, dollar for dollar, by the absolute value of any Adjustment Amount paid to the Seller pursuant to Section 1.4(e) and, as so decreased or increased, shall be referred to herein as the “Final Purchase Price”. (g) To the extent any Damages are included on the Closing Balance Sheet and the Net Worth Calculation, which shall become binding as a specific reserve or is otherwise reflected on the parties Closing Balance Sheet, no Purchaser Indemnified Party will have a right to indemnification for such Damages and/or to payment of such Damages as of an additional amount to the Adjustment Amount paid on the date of the determination notice sent required by Section 1.4(e). Any payment made pursuant to this Section 1.4 will be treated by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants parties for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally all purposes as an adjustment to the Independent Accountants Final Purchase Price and will not be subject to offset for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs of the Independent Accountantsreason.

Adjustment Procedure. (a) Seller shallSellers will prepare and will cause , with the cooperation of Buyer and the Company's certified public accountants, prepare a balance sheet to audit consolidated financial statements ("Closing Financial Statements") of the Company as of the close Closing Date and for the period from the date of business on the day immediately preceding Balance Sheet through the Closing Date (the "CLOSING BALANCE SHEET")Date, it being understood that including a computation of consolidated stockholders' equity as of the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtDate. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller shall Sellers will deliver the Closing Balance Sheet, together with Seller's written calculation of the Closing Net Worth (the "NET WORTH CALCULATION"), Financial Statements to Buyer within ninety (90) sixty days following after the Closing Date. (b) . If within thirty (30) days following delivery of the Closing Balance Sheet and the Net Worth Calculation Financial Statements, Buyer has not given Seller written Sellers notice of its objection as to any amounts set forth on the Closing Balance Sheet or Financial Statements (such notice must contain a statement of the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the consolidated stockholders' equity reflected in the Closing Balance Sheet and the Net Worth Calculation as prepared by Seller shall Financial Statements will be final, binding and conclusive on the parties and used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice no ▇▇▇▇ of objection, then the issues in dispute will be submitted to (b) On the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price is greater than the aggregate of the payments made pursuant to Sections 2.4(b)(i) and 2.4(b)(iii) and the aggregate principal amount of the Promissory Notes, Buyer will pay the difference to Sellers, and if Buyer and Seller fail the Purchase Price is less than such aggregate amount, Sellers will pay the difference to resolve the issues outstanding Buyer. All payments will be made together with respect to interest at % compounded daily beginning on the Closing Balance Sheet and/or Date and ending on the Net Worth Calculation within thirty (30) days date of Seller's receipt of Buyer's objection notice, either Buyer or Seller may elect payment. Payments must be made in immediately available funds. Payments to submit Sellers must be made in the issues remaining manner and will be allocated in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS"), for resolution applying the principles, policies and practices proportions set forth in Section 2.6(a2.4(b)(i). If issues are submitted Payments to the Independent Accountants for resolution, then: (i) Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to must be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the date of the determination notice sent by the Independent Accountants; and (iv) Buyer and Seller shall each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by wire transfer to such bank account as Buyer and Seller with respect to the fees and costs of the Independent Accountantswill specify.

Adjustment Procedure. (a) Seller shall, with the cooperation of Buyer and the Company, shall prepare a balance sheet Closing Balance Sheet (“Closing Balance Sheet”) of the Company Business as of the close of business on the day immediately preceding the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the "CLOSING BALANCE SHEET"), it being understood that “Closing Net Asset Value”) based upon the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the indebtedness evidenced by the Promissory Note and (iv) the Intercompany DebtSheet. In addition, the Closing Balance Sheet shall not reflect (x) interest claimed to be owed by the Company to ▇▇▇▇▇▇ Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be included and made if the Closing Balance Sheet had been prepared at a fiscal year end. Seller Buyer shall deliver the Closing Balance Sheet, together with Seller's written calculation Sheet and its determination of the Closing Net Worth Asset Value to Sellers within forty-five (the "NET WORTH CALCULATION"), to Buyer within ninety (9045) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet. (b) If within thirty (30) days following delivery of the Closing Balance Sheet and the Closing Net Worth Calculation Buyer has Asset Value calculation Sellers have not given Seller Buyer written notice of its their objection as to any amounts set forth on the Closing Balance Sheet or the calculations set forth in the Net Worth Calculation Asset Value calculation (which notice shall state the general basis of Buyer's Sellers’ objection), then the Closing Balance Sheet and the Net Worth Calculation as prepared Asset Value calculated by Seller Buyer shall be final, binding and conclusive on the parties and be used to compute in computing the Adjustment Amount. Seller shall retain, and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Sellers duly give Buyer duly gives Seller such notice of objection, and if Sellers and Buyer and Seller fail to resolve the issues outstanding with respect to the Closing Balance Sheet and/or and the calculation of the Closing Net Worth Calculation Asset Value within thirty (30) days of Seller's Buyer’s receipt of Buyer's Sellers’ objection notice, either Sellers and Buyer or Seller may elect to shall submit the issues remaining in dispute to the Atlanta, Georgia office of PricewaterhouseCoopers, LLC, independent public accountants, or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the "INDEPENDENT ACCOUNTANTS")Independent Accountants, for resolution applying the principles, policies and practices set forth in Section 2.6(a)Agreed Accounting Principles. If issues are submitted to the Independent Accountants for resolution, then: (i) Sellers and Buyer and Seller shall execute any agreements required by the Independent Accountants to accept their engagement pursuant to this Section 2.6(c); (ii) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, agents and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, Accountants any written material relating to the disputed issues; issues and to discuss the issues with the Independent Accountants; (iiiii) the determination by the Independent Accountants, as set forth in a written reasonably detailed notice to be delivered by to both Parent and Buyer within forty-five (45) days of the submission to the Independent Accountants to both Buyer and Sellerof the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare in the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as calculation of the date of the determination notice sent by the Independent AccountantsClosing Net Asset Value; and and (iviii) Sellers and Buyer and Seller shall will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination; provided, however, that . In connection with the engagement agreements referred to in subpart (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event Buyer or Seller pays to the Independent Accountants any amount in excess of 50% of the fees and costs of their engagement, the other party agrees to reimburse the other, as applicable, to the extent required to equalize the payments made by Buyer and Seller with respect to the fees and costs retention of the Independent Accountants., Sellers and Buyer agree that they will enter into a customary engagement agreement therewith, including appropriate provision for joint and several indemnity of such Independent Accountants as to their services and conclusions. [***]