Common use of Closing Date Balance Sheet Clause in Contracts

Closing Date Balance Sheet. (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. a. Not later than sixty (a) Within thirty (3060) days after the Closing DateClosing, Buyer Seller shall prepare and deliver to Shareholders' Representative a draft balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), which shall be prepared (i) in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the past practice accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company, except as otherwise specifically required by the Net Worth Methodology 's employees to cooperate reasonably and (ii) in on a manner consistent timely basis and to assist Seller with the December Balance Sheet. (b) If Shareholders' Representative has no objections to preparation of the draft Closing Date Balance Sheet, such draft and shall constitute make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. If Shareholders' Representative has any objections Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the draft Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, it will deliver a detailed statement describing and Seller shall make available its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers for confidential inspection and other documents review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information relating to the disputed issues as the Independent Accountants may request and are available to that party contains competitively sensitive information concerning Seller's or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountantsof Seller's Affiliate's unrelated operations, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in disputecontracts, shall be finalcustomers, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fundpricing, costs, or related matters. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (ai) Within thirty As soon as practicable after the Effective Date, but in no event later than forty-five (3045) days after the Closing Date, Buyer Purchaser shall cause its independent certified public accountants ("Purchaser's Accountants") to prepare and deliver to Shareholders' Representative Sellers a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Acquired Companies as of the opening of business on the Effective Date. The Draft Closing Date Balance Sheet (i) shall be prepared in accordance with GAAP and AICPA review standards applied on a basis consistent with the preparation of the financial statements described in Section 5.4 hereof but without regard to the transactions contemplated by this Agreement, and (ii) shall set forth the total liabilities (excluding any tax liability of the Company resulting from Purchaser's election to treat the stock purchase as a purchase of assets under the provisions of Section 338 of the Internal Revenue Code) of the Acquired Companies as of the opening of business on the Effective Date (the "Closing Date Total Liabilities") and the stockholder's equity (defined as the difference between the Acquired Companies' assets minus their total liabilities) of the Acquired Companies as of the opening of business on the Effective Date (the "Closing Date Stockholder's Equity"). (ii) If Sellers holding a majority of the Shares (the "Requisite Sellers") have any objections to the Draft Closing Date Balance Sheet, which shall be prepared (i) they will deliver a statement describing in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no detail their objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer Purchaser within thirty (30) days after receiving the draft Draft Closing Date Balance Sheet. Shareholders' Representative If no such objections are delivered by the Requisite Sellers within such thirty (30) day period, the Draft Closing Date Balance Sheet shall be deemed accepted by the Sellers. The Purchaser and Buyer the Requisite Sellers will use their commercially reasonable efforts to resolve any such objectionsobjections themselves. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet Purchaser and the calculation of the Closing Date Net Worth Requisite Sellers do not obtain a final resolution within thirty (30) days after the Purchaser has received the statement of Buyer's receipt objections, however, the Purchaser and the Requisite Sellers will select an accounting firm mutually acceptable to them to resolve any remaining objections. If the Purchaser and the Requisite Sellers are unable to agree on the choice of Shareholders' Representative's objection noticean accounting firm, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants they will select a nationally-recognized accounting firm by lot (the "Independent Accountants"after excluding their respective regular outside accounting firms). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to The determination of any accounting firm so selected will 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to writing and will be delivered to both Buyer conclusive and Shareholders' Representative within thirty (30) days of binding upon the submission to Parties. The Purchaser will revise the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Draft Closing Date Balance Sheet and the Closing Date Balance Sheet available as appropriate to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and reflect the resolution of any objections thereto pursuant to this Section 2.3(a)(ii). The ``Closing Date Balance Sheet'' shall mean the Draft Closing Date Balance Sheet together with respect theretoany revisions thereto pursuant to this Section 2.3(a)(ii).

Closing Date Balance Sheet. (a) Within thirty (30) days after the Closing Date, Buyer Purchaser shall prepare and deliver to Shareholders' Representative the Stockholders Representative, at Purchaser's expense, a draft consolidated balance sheet for the Company and the Subsidiaries as of the Closing Date (the "Closing Date Balance Sheet"), including a calculation of Net Worth, which shall be prepared by Purchaser in accordance with GAAP and the past practices of the Company and the Subsidiaries, except as set forth on Schedule 2.3. Together with the Closing Date Balance Sheet, which Purchaser shall make available to the Stockholders Representative the work papers and back-up materials used by Purchaser in preparing the Closing Date Balance Sheet and shall promptly make available such other documents as the Stockholders Representative may reasonably request in connection with his review of the Closing Date Balance Sheet. Any information supplied to the Stockholders Representative by Purchaser to enable the Stockholders Representative to prepare the Closing Date Balance Sheet shall be prepared maintained by the Stockholders Representative and Stockholders in strict confidence and shall not be disclosed to any Person (iother than their accountants, lawyers and other representatives who need to know such information) or used by the Stockholders Representative or Stockholders for any purpose, except in accordance with GAAP applied each case in a manner consistent connection with the past practice of the Company, except as otherwise matters specifically required covered by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheetthis Section 2.3. (b) If Shareholders' Representative has no objections to Within thirty (30) days after receipt of the draft Closing Date Balance Sheet, such draft the Stockholders Representative shall constitute deliver to Purchaser a written statement describing its objections (if any) to the Closing Date Balance Sheet. If Shareholders' the Stockholders Representative has does not raise any objections to in a written statement within such thirty-day period, the draft Closing Date Balance SheetSheet shall become final and binding upon all parties. If the Stockholders Representative does raise objections in a written statement within such thirty-day period, it will deliver a detailed and the parties cannot resolve such objections within ten (10) days after the receipt by Purchaser of the Stockholders Representative's written statement describing its objections of objections, any remaining disputes shall be resolved by the Accounting Firm. The Accounting Firm shall be instructed to Buyer resolve such disputes within thirty (30) days after receiving its appointment. The resolution of disputes by the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative Accounting Firm shall submit the issues remaining be set forth in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents writing and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues conclusive and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the upon all parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times Sheet, as modified by such resolution, shall become final and binding upon reasonable notice at any time during the preparation by Buyer date of such resolution. The fees and expenses of the draft Closing Date Balance Sheet Accounting Firm shall be apportioned by the Accounting Firm based on the degree to which each party's claims were unsuccessful and shall be paid by Purchaser and Bankstream in accordance with such determination. For example, if pursuant to this Section 2.3(b) the resolution Stockholders Representative submitted an objection affecting the Net Worth in the amount of $100,000 and prevailed as to $45,000 of the amount, then Bankstream would bear 55% of the fees and expenses of the Accounting Firm. If Bankstream is obligated to pay any objections with respect theretofees and expenses of the Accounting Firm pursuant to this Section 2.3(b), Stockholders shall cause Bankstream to pay such fees and expenses and hereby unconditionally guarantee such obligations of Bankstream.

Closing Date Balance Sheet. a. Within forty-five (a) Within thirty (3045) days after following the Closing Date, Buyer Vision Twenty-One shall prepare cause to be prepared and deliver delivered to Shareholders' Representative the Company a draft balance sheet which shall set forth the assets and the liabilities of the Company as at the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP and in the same manner and utilizing the same procedures in which the balance sheet of the Company as at December 31, 1997 was prepared. The Closing Date Balance Sheet shall be prepared by Ernst & Young. Upon completion of the Closing Date Balance Sheet, which Vision Twenty-One shall be prepared calculate the net worth of the Company as of the Closing Date (ithe "Net Worth") in accordance with GAAP applied in a manner by subtracting the liabilities (excluding the pre-Closing distributions from the Company to the Stockholders consistent with past practices for income taxes payable by the past practice of Stockholders attributable to the Company's Subchapter S income tax items for the 1997 tax year and for the period from January 1, except as otherwise specifically required by 1998 through the Net Worth Methodology and (iiClosing Date) in a manner consistent with shown on the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute Sheet from the assets shown on the Closing Date Balance Sheet. If Shareholders' Representative has any objections Vision Twenty-One shall deliver such calculation and the Closing Date Balance Sheet to the draft Company. The Company shall have the right, upon prior notice thereof, to have a designated representative present at any physical inventory conducted in connection with the preparation of the Closing Date Balance Sheet. b. The Company shall, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving receipt of the draft Closing Date Balance SheetSheet and the Net Worth calculation, complete its review thereof. Shareholders' Representative In the event the Company determines that the Closing Date Balance Sheet has not been prepared on the basis set forth in Section 2.11(a) hereof or otherwise objects to the calculations used in the preparation thereof, the Company shall, on or before the last day of such thirty (30) day period, so inform Vision Twenty-One in writing setting forth detailed description of the basis of the Company's determination and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect adjustments to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth calculation that the Company believes should be made. If no objection is received from the Company within such thirty (30) days of Buyer's receipt of Shareholders' Representative's objection noticeday period, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent AccountantsNet Worth, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in disputecalculated by Vision Twenty-One, shall be final. If Vision Twenty-One and the Company are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Company's objection within fifteen (15) days after receipt by Vision Twenty-One of the Company's objection, binding and conclusive on they shall refer any disagreements to Ernst & Young, the parties and cost of which shall be used shared equally by Vision Twenty-One and the Company. If Ernst & Young cannot resolve the disagreement to the satisfaction of both Vision Twenty-One and the Company within fifteen (15) days after such disagreement has been submitted to it for resolution, Vision Twenty-One and the Company shall refer the disagreements to binding arbitration using a nationally recognized accounting firm not otherwise engaged by either Vision Twenty-One or the Company. The cost of such arbitration proceeding shall be shared equally by Vision Twenty-One and the Company and the proceedings shall be conducted in accordance with the calculation rules of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) AAA. The parties agree to afford each other access to all books and records of the fees Company reasonably necessary to prepare and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and review the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect theretoSheet.

Closing Date Balance Sheet. Within ninety (a) Within thirty (3090) days after the Closing Date, Buyer shall PainCare or its Affiliate will prepare and deliver to Shareholders' Representative the Shareholder a draft balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the "Closing Date Balance Sheet, which shall be prepared "). Within six (i6) in accordance with GAAP applied in a manner consistent with the past practice days after PainCare's delivery of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections Sheet to the draft Closing Date Balance SheetShareholder, it will deliver the Shareholder shall, in a detailed statement describing its objections written notice to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially PainCare, either accept or describe in reasonable efforts to resolve detail any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such six (6) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within seven (7) days after delivery of the Closing Date Balance Sheet (the "Adjustment Payment Date"), the Shareholder shall pay the Other Net Worth Equity Adjustment to PainCare in cash. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of Buyer's any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm that PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of Shareholders' Representativethe accountant's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, computation or verification. The foregoing provisions for certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and accounting firm review shall be afforded final and binding upon the opportunity to present to the Independent Accountants any material relating to the disputed issues Parties and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, there shall be final, binding and conclusive on the parties and shall be used in the calculation no right of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for appeal from such determination and fifty percent (50%) of such decision. Such accounting firm's fees and expenses for such disputed determination shall be paid borne by the Party whose determination has been modified by such accounting firm's report or by all Parties in proportion to the relative amount each Party's determination has been modified. Any payments due under this Section 3.3 shall bear interest at [eight percent (8%)] per annum from the Escrow FundAdjustment Payment Date. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty sixty (3060) days after the Closing Date, Buyer Sellers shall prepare and deliver deliver, or cause to Shareholders' Representative a draft be prepared and delivered, to Buyer the balance sheet for the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), which except that the amount of the unfunded pension liability, if any, ("Unfunded Pension Liability") under the Plastic Trim, Inc. Hourly Pension Plan ("PTI Pension Plan") shall be determined as of April 30, 2003. The Closing Date Balance Sheet shall set forth the consolidated Net Working Capital (as defined below) of the Sellers, and shall be prepared (i) in accordance with GAAP applied United States generally accepted accounting principles ("GAAP") used in a manner the preparation of the Historic Financial Statements (as defined in Section 5.6) of the Sellers, consistently applied, provided that the amount of the Unfunded Pension Liability as of April 30, 2003 shall be reasonably determined by the Company actuary using generally accepted actuarial principles and practices consistent with the past practice requirements of the Companygoverning plan document, except the Internal Revenue Code of 1986, as otherwise specifically required by the Net Worth Methodology amended, and ERISA (iias herein defined) in a manner and consistent with those used in determining the unfunded pension liability for Sellers' financial statements for the year ended December 31, 2002. For purpose of this Agreement, Net Working Capital shall be defined as set forth on Schedule 3.5." Buyer shall permit representatives of Sellers that are employed by Buyer to be reasonably available to Seller to assist Seller in the preparation of the Closing Date Balance Sheet. (b) If Shareholders' Representative has no objections to Unless the draft Buyer within 20 days after receipt of the Closing Date Balance SheetSheet gives the Sellers a notice objecting thereto and specifying the basis for such objection and the amount in dispute ("Notice of Objection"), such draft Closing Date Balance Sheet shall constitute be considered accepted and binding upon the Sellers and Buyer. Sellers shall make available to Buyer during such 20 day period, at Buyer's written request, the working papers utilized by Sellers in preparing the Closing Date Balance Sheet. If Shareholders' Representative has any objections to within 20 days after the draft receipt of the Closing Date Balance Sheet, it will deliver Buyer gives a detailed statement describing its objections Notice of Objection to the Sellers, the Sellers and Buyer shall negotiate in good faith with a view to resolving any differences. If such negotiations fail to resolve all disputed items within 15 days after Notice of Objection was first given by Buyer, the remaining disputed items shall be submitted to Deloitte & Touche or, if such accounting firm cannot serve for any reason, another recognized accounting firm reasonably satisfactory to Buyer within thirty and Sellers (30the "Nonpartisan Accountants") days after receiving for final resolution. After affording the draft Buyer and its representatives and the Sellers and their representatives the opportunity to present their positions as to the disputed items (which opportunity shall not extend for more than 30 days), the Nonpartisan Accountants shall resolve all disputed items in writing in accordance with the terms and conditions of this Agreement. Such resolution shall be final and binding upon the parties and shall be reflected in any necessary revisions to the Closing Date Balance Sheet. Shareholders' Representative The fees, costs and expenses of the Nonpartisan Accountants in connection with any such determination shall be divided evenly between the Sellers and Buyer. Otherwise, the Sellers and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objectionshall each pay its costs in connection with this Section, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of including the fees and costs expenses of the Independent Accountants for such determination their respective attorneys and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fundaccountants, if any. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. Within forty (a40) days after the Closing Date, Purchaser shall prepare and deliver to Seller, at Purchaser's expense, an unaudited balance sheet for the Company as of the Closing Date (the "Preliminary Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP on a consistent basis. Promptly upon Seller's request, Purchaser shall make available to Seller copies of the work papers and back-up materials used by Purchaser in preparing the Preliminary Closing Date Balance Sheet and such other documents as Seller may reasonably request in connection with its review of the Preliminary Closing Date Balance Sheet. Within ninety (90) days after the first anniversary of the Closing Date, Purchaser shall prepare and deliver to Seller, at Purchaser's expense, an unaudited balance sheet for the Company as of the Closing Date (the "Adjusted Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP on a consistent basis and which shall be adjusted to reflect changes to the elements of Working Capital set forth on the Preliminary Closing Date Balance Sheet that have or have not been converted to cash or been utilized in the operation of the Company's business, as well as elements for which reserves, accruals and/or balances have proven to be inaccurate with hindsight. In particular, the Adjusted Closing Date Balance Sheet shall reflect full reserves for any Accounts Receivable that remain uncollected on the first anniversary of the Closing Date, any inventory owned by the Company on the Closing Date that remains unused or unsold on the first anniversary of the Closing Date and any warranty claims or other liabilities that relate to the pre-Closing period, in each case in excess of the reserves related thereto. Promptly upon Seller's request, Purchaser shall make available to Seller copies of the work papers and back-up materials used by Purchaser in preparing the Adjusted Closing Date Balance Sheet and such other documents as Seller may reasonably request in connection with its review of the Adjusted Closing Date Balance Sheet. Purchaser undertakes to cause the Company to use its commercially reasonable efforts to collect all accounts receivables and to utilize all inventory currently on the books in accordance with the Company's past practices and in the ordinary course of its business. Within thirty (30) days after receipt of the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Adjusted Closing Date Balance Sheet, which Seller shall be prepared deliver to Purchaser a written statement describing its objections (iif any) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Adjusted Closing Date Balance Sheet. If Shareholders' Representative has Seller does not raise any objections in a written statement within such thirty (30)-day period, the Adjusted Closing Date Balance Sheet shall become final and binding upon all parties. The final and binding Adjusted Closing Date Balance Sheet is referred to as the draft "Closing Date Balance Sheet". If Seller does raise objections in a written statement within such thirty (30)-day period, it will deliver a detailed and the parties cannot resolve such objections within ten (10) Business Days after the receipt by Purchaser of Seller's written statement describing its objections of objections, any remaining disputes shall be resolved by PriceWaterhouseCoopers or another nationally recognized independent accounting firm mutually agreeable to Buyer Purchaser and Seller (the "Accounting Firm"). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receiving its appointment. The resolution of disputes by the draft Accounting Firm shall be set forth in writing and shall be conclusive and binding upon all parties and the Adjusted Closing Date Balance Sheet, as modified by such resolution, shall become final and binding upon the date of such resolution. Shareholders' Representative The fees and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation expenses of the Closing Date Net Worth within thirty (30) days of BuyerAccounting Firm shall be apportioned by the Accounting Firm based on the degree to which each party's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents claims were unsuccessful and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination paid by the Independent Accountantsparties in accordance with such determination. For example, if pursuant to this Section 2.4(c) Seller submitted an objection affecting the Purchase Price in the amount of $100,000 and prevailed as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days $45,000 of the submission to the Independent Accountants of the issues remaining in disputeamount, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall then Seller would bear fifty fifty-five percent (5055%) of the fees and costs expenses of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow FundAccounting Firm. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty (30) No later than 120 calendar days after the Closing, Purchaser, at its cost and expense, shall prepare and close the financial books and records of Seller as of the close of business, Chicago time, on the Closing Date, Buyer and, based on such books and records, shall prepare and deliver, or cause to be prepared and delivered, to Seller, a balance sheet, dated as of the effective time of the Closing (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied in accordance with past practices of Seller and shall present fairly the financial condition of Seller as of the effective time of the Closing, except that the Closing Date Balance Sheet shall be prepared in accordance with the principles set forth on the attached Schedule 2.4(a). (b) Purchaser shall deliver to Shareholders' Representative a draft Seller the Closing Date Balance Sheet, adjusted to delete any items which shall be prepared (i) are not included in accordance with GAAP applied in a manner consistent with the past practice calculation of Closing Net Asset Position, because such items are not Purchased Assets or Assumed Liabilities within the meaning of this Agreement. If Seller objects to the Closing Date Balance Sheet provided to it by Purchaser, then within 30 calendar days of its receipt of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, Seller shall give written notice in reasonable detail (the “Notice”) of its objections to Purchaser. During such draft 30-day period, Purchaser and Purchaser’s accountants shall constitute give Seller and its accountants access, upon reasonable notice and during normal business hours, to all books, records and work papers of Purchaser and its accountants related to the preparation of the Closing Date Balance Sheet. If Shareholders' Representative Purchaser has any objections not received the Notice within such 30-day period, Seller shall be deemed to have no objection to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available shall become final and binding on the parties hereto for all purposes of this Agreement. The parties shall negotiate in good faith to Shareholders' Representative at reasonable times and upon reasonable notice at resolve any time during disputes as promptly as practicable. If the preparation parties are unable to resolve all disputes within twenty calendar days of receipt by Buyer Purchaser of the draft Notice, then only the unresolved disputes shall be submitted to the Chicago office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP 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 Accountant”). The parties shall be entitled to provide the Independent Accountant with supporting documentation in connection with resolution of such disputes. The Independent Accountant shall, within 30 calendar days of its engagement, provide a final and conclusive resolution of all unresolved disputes and shall conform the Closing Date Balance Sheet accordingly. All references in this Agreement to the Closing Date Balance Sheet shall mean the Closing Date Balance Sheet as modified pursuant to this resolution procedure, and the resolution of the Independent Accountant shall be binding on the parties hereto, except that the foregoing shall not limit or prohibit a party from asserting a Claim and obtaining relief on account of any objections with respect theretobreach of a representation, warranty or covenant contained in this Agreement. The fees and expenses of the Independent Accountant shall be borne by the parties as the Independent Accountant determines to be fair and equitable based upon the recovery awarded or denied.

Closing Date Balance Sheet. Promptly following the Closing, there shall be prepared and delivered to the Purchaser a consolidated balance sheet reflecting the Company's Net Liabilities (athe "Closing Date Balance Sheet") Within thirty (30) as of the Closing Date. Such Closing Date Balance Sheet shall present fairly, in all material respects, the Net Liabilities of the Company and its Subsidiaries and shall be prepared in accordance with GAAP and shall be accompanied by a report of the Company's independent auditors that it has performed such review procedures with respect to such Closing Date Balance Sheet that has enabled it to state that based on such procedures, nothing has come to their attention that has led them to believe that any adjustments thereto are required in order for such Closing Date Balance Sheet to be prepared in accordance with GAAP. The Closing Date Balance Sheet shall be delivered to the Purchaser not later than 45 days after the Closing DateDate in order to determine what adjustments, Buyer if any, must be made to the Consideration pursuant to Section 2.2 hereof. The Purchaser shall prepare and deliver to Shareholders' Representative a draft have 30 days from the date that the Purchaser receives the Closing Date Balance Sheet, which shall be prepared (i) Sheet to notify the Stockholders in accordance with GAAP applied writing if the Purchaser objects to any item in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer Any such notice (a "Notice of objection, Dispute") shall specify in detail the item or items in dispute (a "Disputed Item" or "Disputed Items"). In the event that the Purchaser and if Buyer and Shareholders' Representative fail the Stockholders are unable to resolve the issues outstanding Disputed Item or Disputed Items within 60 days after delivery of a Notice of Dispute, the Purchaser and the Stockholders shall together appoint a representative from the New York office of an independent nationally recognized accounting firm (the "Arbitrator") to arbitrate the dispute and, if the Purchaser and the Stockholders are unable to agree on an Arbitrator, at the request of either such party made within 10 days after the end of such 60-day period, the Arbitrator shall be chosen by the American Arbitration Association (the "AAA") in New York City. The Purchaser and the Stockholders shall present their positions with respect to the Closing Date Balance Sheet Disputed Item or Disputed Items to the Arbitrator, together with such other materials as the Arbitrator deems appropriate, within 20 days after the appointment of the Arbitrator. The Purchaser and the calculation Stockholders shall provide written instructions to the Arbitrator to submit a written decision on each Disputed Item to the Purchaser and the Stockholders as soon as practicable after its receipt of such materials. Any determination with respect to any Disputed Item shall be final and binding on all parties to this Agreement and shall have the legal effect of an arbitral award. The Arbitrator shall comply with, and the arbitration shall be conducted in New York City in accordance with, the commercial arbitration rules of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining AAA as in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining effect for commercial arbitrations conducted in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination New York City by the Independent Accountants, as set forth in a notice to be delivered to both Buyer AAA. The fees and Shareholders' Representative within thirty (30) days disbursements of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses Arbitrator shall be paid from 50% by the Escrow Fund. (c) Buyer will make Stockholders and 50% by the work papers used Purchaser. Notwithstanding anything to the contrary in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections this Section 2.3, no objection need be made with respect theretoto any amount receivable that ultimately proves to be a Disqualified Receivable.

Closing Date Balance Sheet. (a) Within thirty (30) days after As promptly as practicable following the Closing Date, Buyer shall but in no event more than ninety (90) days following the Closing Date, Purchaser will prepare and deliver to Shareholders' Representative the Sellers (i) a draft pro forma balance sheet as of the Business Day immediately preceding the Closing Date Balance SheetDate, which shall be prepared (i) in accordance with GAAP applied in on a manner basis consistent with the past practice preparation of the CompanyBalance Sheet, except as otherwise specifically required by if the Net Worth Methodology Business Day immediately preceding the Closing Date were the end of a fiscal year, and which shall set forth the Purchased Assets, the Excluded Cash and Assumed Liabilities as of the Closing Date (the “Closing Date Balance Sheet”) and (ii) a statement based on the Closing Date Balance Sheet setting forth Purchaser’s calculation of Closing Date Net Working Capital. Purchaser shall permit Sellers to review and to have reasonable access to the financial records of the Business for purposes of reviewing the Closing Date Balance Sheet and the Closing Date Net Working Capital determination during the thirty (30) day period set forth in a manner consistent Section 2.11(b). For the avoidance of doubt, to the extent known or reasonably estimable, any Liabilities with respect to Seller Chargebacks and Seller Returns (excluding Unidentifiable Chargebacks and Unidentifiable Returns) relating to shipments prior to the December Balance SheetClosing Date in excess of the amounts reserved for Seller Chargebacks and Seller Returns shall be deducted from Closing Date Net Working Capital. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer Unless within thirty (30) days after receiving delivery of the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially , the Sellers shall deliver to Purchaser a notice setting forth, in reasonable efforts to resolve detail, any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect good faith dispute as to the Closing Date Balance Sheet Net Working Capital and the basis for such dispute (a “Dispute Notice”), Purchaser’s calculation of Closing Date Net Working Capital shall be deemed accepted by the Sellers and shall be final and binding. (c) For thirty (30) days after Purchaser’s receipt of any Dispute Notice, the Parties shall endeavor in good faith to resolve by mutual agreement all matters in the Dispute Notice to reach definitive agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Net Working Capital, which amount shall not be more than the amount thereof shown in the Sellers’ calculations delivered pursuant to Section 2.11(b) nor less than the amount thereof shown in Purchaser’s calculation delivered pursuant to Section 2.11(a). If the Parties are unable to resolve any matter in the Dispute Notice within such thirty (30) day period, Purchaser and the Sellers shall engage McGladrey & ▇▇▇▇▇▇, LLP (“McGladrey”) as the “Reviewing Accountant”; provided, however, that if McGladrey is unable or unwilling to serve as the Reviewing Accountant, Purchaser and the Sellers shall engage BDO ▇▇▇▇▇▇▇, LLP (“BDO ▇▇▇▇▇▇▇”) as the Reviewing Accountant and if both McGladrey and BDO ▇▇▇▇▇▇▇ are unable or unwilling to serve as the Reviewing Accountant, the Parties shall, within fifteen (15) days after the end of such thirty (30) day period, agree on an alternate independent accounting firm or have such selection made pursuant to the rules of the American Arbitration Association (the “AAA”) to resolve the remaining disputes. Purchaser and the Sellers will each pay one-half of the fees and expenses of the Reviewing Accountant. (d) Purchaser and the Sellers shall instruct the Reviewing Accountant to resolve the disputed matters as promptly as practicable. The Parties shall cooperate with each other and the Reviewing Accountant in connection with the matters set forth in this Section 2.11, including by furnishing such information as may be reasonably requested. Each Party shall afford the other Party the reasonable and unrestricted opportunity to participate in all communications with the Reviewing Accountant. The Reviewing Accountant will give to the Purchaser and the Sellers its written determination of its calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection noticeWorking Capital, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCooperswhich determination will be made, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolutionextent practicable, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission Reviewing Accountant’s engagement; provided, that, in no event will such final determination be greater than the amount shown in the Sellers’ calculations delivered pursuant to Section 2.11(b), or less than the amount shown on Purchaser’s calculation delivered pursuant to Section 2.11(a). The Reviewing Accountant’s determination shall be final and binding and no Party shall seek recourse to any Governmental Authority, arbitral body or otherwise, other than to collect any amounts due under this Section 2.11. Judgment may be entered to enforce the Reviewing Accountant’s determination in any court having jurisdiction over the Party against which such determination is to be enforced. (i) If the Final Adjustment Amount is zero or a positive amount, then (A) the Escrow Agent shall release to the Independent Accountants Sellers, in the manner and with interest as provided in Section 2.11(f) and in accordance with the terms of the issues remaining Escrow Agreement, three million dollars ($3,000,000), and (B) Purchaser shall pay in disputecash to the Sellers, shall be finalas an adjustment to the Purchase Price, binding and conclusive on an amount equal to the parties and shall be used Final Adjustment Amount, in the calculation manner and with interest as provided in Section 2.11(f) (the “Upward Adjustment Payment”); (ii) If the Final Adjustment Amount is a negative amount, and the amount is less than or equal to three million dollars ($3,000,000), then the Escrow Agent shall (A) release to Purchaser, in accordance with the terms of the Closing Date Net WorthEscrow Agreement, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 2.11(f), an amount equal to the lesser of (x) $3,000,000 or (y) an amount equal to the Final Adjustment Amount, and (B) release to Sellers, in accordance with the terms of the Escrow Agreement, in the manner and with interest as provided in Section 2.11(f), the difference, if any, between three million dollars ($3,000,000) and the Final Adjustment Amount; and (iii) Buyer If the Final Adjustment Amount is a negative amount which exceeds three million dollars ($3,000,000), then (A) the Escrow Agent shall bear fifty percent (50%) release to Purchaser, in accordance with the terms of the fees Escrow Agreement, as an adjustment to the Purchase Price, in the manner and costs of with interest as provided in Section 2.11(f), the Independent Accountants for such determination amount equal to three million dollars ($3,000,000), and fifty percent (50%B) of such fees the Sellers shall pay in cash to Purchaser, as an adjustment to the Purchase Price, in the manner and expenses shall be paid from with interest as provided in Section 2.11(f), the Escrow Fundamount equal to the difference between the Final Adjustment Amount and three million dollars ($3,000,000) (the “Downward Adjustment Payment”). (cf) Buyer will make Any payment pursuant to Section 2.11(e) shall be made within three (3) Business Days after Final Net Working Capital and the work papers used Final Adjustment Amount have been determined, by wire transfer of immediately-available funds and funds held pursuant to the Escrow Agreement shall be accompanied by interest in preparing accordance with the draft Closing Date Balance Sheet Escrow Agreement. Any funds required to be paid by Sellers or Purchaser which were not held in the Escrow Account shall be made within three (3) Business Days after Final Net Working Capital and the Final Adjustment Amount have been determined, by wire transfer of immediately-available funds and shall be accompanied by interest at a fixed annual rate equal to two-hundred and fifty (250) basis points over the “Prime Rate” as reported in The Wall Street Journal on the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during shall be calculated on the preparation by Buyer basis of the draft actual days elapsed between the Closing Date Balance Sheet and the resolution of any objections with respect theretopayment date based on a three hundred and sixty-five (365) day year.

Closing Date Balance Sheet. (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Seller the consolidated balance sheet for the Company and the Subsidiaries as of the close of business on the business day immediately preceding the Closing Date (the "Closing Date Balance Sheet, which "). Seller shall be prepared (i) in accordance fully cooperate with GAAP applied in a manner consistent with the past practice Buyer during Buyer's preparation of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft The Closing Date Balance SheetSheet shall set forth the consolidated Net Working Capital (as defined below) of the Company and the Subsidiaries, it will deliver a detailed statement describing and shall have been prepared in accordance with generally accepted accounting principles, applied consistently with the accounting methods and principles used to prepare the financial statements of the Company referred to in Section 5.7. Seller shall have the right to review all of Buyer's work papers and all relevant records of Buyer and its objections accountants relating to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative For purposes of this Agreement, Net Working Capital shall mean the consolidated current assets of the Company, less its consolidated current liabilities (other than indebtedness and Buyer will use their commercially reasonable efforts other obligations which Seller is obligated by this Agreement to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice repay on or prior to Closing), in each case as determined in accordance with generally accepted accounting principles, applied consistently with the accounting methods and principles used to prepare the financial statements of objectionthe Company referred to in Section 5.7, as modified by Section 7.1(vi) hereof, and if Buyer and Shareholders' Representative fail to resolve further provided that the issues outstanding with respect to reserve for doubtful accounts on the Closing Date Balance Sheet and the calculation shall be established as disclosed in Section 5.20 of the Disclosure Statement. (b) The Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Balance Sheet delivered by Buyer and Shareholders' Representative to Seller shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause be deemed 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of hereto, unless Seller disputes the Closing Date Net WorthBalance Sheet in accordance with this Section 3.3(b). Seller may dispute any amounts reflected on the Closing Date Balance Sheet (any such disputed amounts, the "Disputed Matters"); andprovided, however, that Seller shall be entitled to dispute any such matter only -------- ------- if (iii1) Seller shall notify Buyer shall bear fifty percent in writing of each Disputed Matter within thirty (50%30) days of Seller's receipt of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and (2) all such asserted disputes, if resolved in Seller's favor, would result in an adjustment to the Closing Payment in excess of $50,000 (in which event the full amount of the adjustment, as finally determined, shall be made as provided below). Any Disputed Matters shall be subject to good faith negotiations between the parties for up to fifteen (15) days prior to being referred to the Independent Accounting Firm (as defined below). Any Disputed Matters not resolved by such good faith negotiations shall be decided by an independent accounting firm acceptable to both Seller and Buyer (the "Independent Accounting Firm"). The costs and expenses of the Independent Accounting Firm shall be shared equally by Seller and Buyer. The Independent Accounting Firm so chosen shall consider only the Disputed Matters and Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a final decision on the Disputed Matters by delivering a written report to Buyer and Seller no later than thirty (30) days after having received the assignment with respect thereto. The decision of the Independent Accounting Firm with respect to all Disputed Matters shall be based solely on whether the Closing Date Balance Sheet available was prepared in accordance with the requirements of this Agreement, shall be final and binding upon the parties hereto and shall not be subject to Shareholders' Representative at reasonable times and upon reasonable notice at challenge in any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect theretocourt.

Closing Date Balance Sheet. (a) Within thirty (30) 60 days after the Closing Date an unaudited balance sheet for the Company shall be prepared as of the Closing Date (the "Closing Date Balance Sheet") by PentaStar and delivered by PentaStar to the Shareholder. The Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. The Closing Date Balance Sheet shall set forth, in addition to other items required by PentaStar's application of GAAP, the amount, as of the Closing Date, Buyer shall prepare of (A) [RESERVED], (B) the Interim Cash Requirement, (C) the aggregate amount of accounts receivable, residual payment rights and deliver to Shareholders' Representative notes receivable collected by the Company or any Seller after May 19, 2000 (whether by collection of cash, offset or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company or any Seller) as a draft result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, residual payments rights or notes receivable, (D) the Retained Liabilities described in clause (b) of the definition of Retained Liabilities and each item thereof and (E) all Closing Date Liabilities and each item thereof. Within 30 days after receipt of the Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied the Shareholder shall, in a manner consistent with the past practice of the Companywritten notice to PentaStar, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute either accept the Closing Date Balance Sheet. If Shareholders' Representative has Sheet or object to it by describing in reasonably specific detail any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation estimated amounts of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants")reasons for such proposed adjustments. If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination The failure by the Independent Accountants, as set forth in a notice Shareholder to be delivered object to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available within such 30-day period shall be deemed to Shareholders' Representative at reasonable times and upon reasonable notice at any time during be an acceptance by the preparation by Buyer Shareholder of the draft Closing Date Balance Sheet. If any adjustments to the Closing Date Balance Sheet and are proposed by the resolution of any objections with respect theretoShareholder within such 30-day period, the dispute shall be resolved as provided in Section 2.1(o).

Closing Date Balance Sheet. (a) Within thirty The Purchase Price payable on the Closing Date has been preliminarily calculated in accordance with Section 2.1 as if Closing Working Capital were $1,400,000 and November Working Capital were $1,300,000. The Purchase Price as so estimated is $6,750,783 and is referred to as the "Estimated Purchase Price." (30b) On or prior to the date 30 days after following the Closing Date, Buyer shall Purchaser will prepare and deliver to Shareholders' Representative Seller a draft statement of its calculation of Closing Date Balance SheetWorking Capital, which shall be prepared November Working Capital and the Purchase Price (i) the "Final Closing Statement"). Seller will cooperate with Purchaser and provide to it such information as Purchaser may reasonably request, in accordance each case in connection with GAAP applied in a manner consistent with the past practice Purchaser's preparation of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance SheetFinal Closing Statement. (bc) If Shareholders' Representative has no objections Seller shall notify Purchaser in writing within 30 days after Seller's receipt of the Final Closing Statement that it accepts the Final Closing Statement or that there is a dispute as to an item reflected thereon. Such notice will set forth Seller's objections, if any, to the draft Final Closing Date Balance Sheet, Statement in reasonable detail. The failure by Seller to give Purchaser such draft notice within such period shall be deemed to constitute Seller's acceptance of the Final Closing Date Balance SheetStatement. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer The parties will use their commercially all reasonable efforts to resolve any such objections. If Shareholders' Representative duly dispute, but if such dispute cannot be resolved by the parties within 45 days after Seller gives Buyer such notice of objectionsuch dispute, and if Buyer and Shareholders' Representative fail it shall be referred to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants PricewaterhouseCoopers LLP (the "Independent Selected Accountants"). The determination of the Selected Accountants shall be conclusive and binding on each party. One-half of the fees of the Selected Accountants shall be borne by Seller and one-half shall be borne by Purchaser. (d) If issues remaining the parties are disputing the final calculation of the Purchase Price, to the extent part of any payment that would be payable pursuant to this paragraph (e) is not in dispute, the payor shall pay the amount not in dispute are submitted on the date the payment would otherwise be due but for such dispute by wire transfer of immediately available funds to an account designated by the recipient. If the Purchase Price as finally determined (x) is less than the Estimated Purchase Price, Seller shall pay to Purchaser an amount equal to the Independent Accountants for resolutionshortfall, or (y) is more than the Estimated Purchase Price, Purchaser shall pay to Seller an amount equal to the excess. Any such payment pursuant to the preceding sentence will be made by wire transfer of immediately available funds, to an account designated by Purchaser or Seller, as the case may be, on the later of (i) Buyer and Shareholders' Representative shall promptly furnish the second business day after acceptance by the Seller of the Final Closing Statement 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination second business day following resolution (as contemplated by paragraph (c) above) of any dispute concerning the Independent Accountants, as set forth in a notice Final Closing Statement. All payments made pursuant to be delivered to both Buyer and Shareholders' Representative within thirty this paragraph (30d) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of accompanied by interest at a rate equal to 6% per annum from the Closing Date Net Worth; and through (iiibut excluding) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for date such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fundpayment is made. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. The Company will prepare two balance sheets (a) Within thirty the "Closing Date Balance Sheets"), one of the Company and its Subsidiaries on a consolidated basis as of the Closing Date and the other of the Company and the Unpurchased Subsidiaries on a combined basis as of the Closing Date. The Company will deliver the Closing Date Balance Sheets to Purchaser within sixty (3060) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance together with GAAP applied in a manner consistent with the past practice its calculations of the Companyrespective Net Book Values. Subject to SCHEDULE 2.4, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance SheetSheets will be prepared in accordance with GAAP, except that no items shall fail to be included therein or excluded therefrom on the basis of materiality, individually or collectively. The Company and/or its accountants will meet with Purchaser and/or its accountants periodically upon request, and make available to Purchaser and/or its accountants all work papers and other relevant documents. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving following delivery of the draft Closing Date Balance Sheet. Shareholders' Representative Sheets and Buyer the Company's calculations of the respective Net Book Values, Purchaser has not given the Company notice of its objection either to one or both of the Closing Date Balance Sheets or to the Company's calculation of one or both of the Net Book Values (which notice shall contain a statement of the basis of Purchaser's objection, providing with reasonable specificity the reasons for objection and identifying the amounts in dispute), then the Company's calculations of the Net Book Values will use their commercially reasonable efforts to resolve any such objectionsbe final, binding and conclusive on the parties. If Shareholders' Representative duly Purchaser gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail then the parties will attempt to resolve any disagreements. If any such disagreements are not resolved by the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth parties within thirty (30) days following the receipt by the Company of BuyerPurchaser's receipt notice of Shareholders' Representative's objection noticeobjection, Buyer and Shareholders' Representative shall submit then the issues remaining in dispute (and only the issues in dispute) will be submitted by the parties for resolution to PricewaterhouseCoopers, certified public accountants the Miami office (or such office as handles such matters) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "Independent AccountantsDisputes Auditor"). If issues remaining in dispute are submitted to ) within ten (10) days of the Independent Accountants for resolution, conclusion of such thirty (30) day period upon the following terms: (i) Buyer and Shareholders' Representative shall promptly each party will furnish or cause to be furnished to the Independent Accountants Disputes Auditor such work papers and other documents and information relating to the disputed issues as the Independent Accountants Disputes Auditor may request and are available to that party (or its agents independent public accountants), and shall each party will be afforded the opportunity to present to the Independent Accountants Disputes Auditor any material relating to the disputed issues determination and to discuss the issues determination with the Independent AccountantsDisputes Auditor; (ii) the Disputes Auditor will render its determination within thirty (30) days of submission of the disputed issues; (iii) the determination by the Independent AccountantsDisputes Auditor, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of each party by the submission to the Independent Accountants of the issues remaining in disputeDisputes Auditor, shall will be final, binding and conclusive on the parties parties; and shall be used in (iv) the calculation Company will pay that percentage of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) fee of the fees and costs Disputes Auditor which equals the percentage of the Independent Accountants for such determination total amount disputed by Purchaser which is awarded to Purchaser by the Disputes Auditor, and fifty percent (50%) Purchaser will pay the balance of such fees and expenses shall be paid from the Escrow Fundfee. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. Prior to the first anniversary of the Closing Date, ▇▇▇▇▇▇ shall prepare and deliver to the Seller a balance sheet for Company as of the close of business on the Business Day immediately preceding the Closing Date (athe “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall set forth the dollar amount of Accounts Receivable, Work in Process, Prepaid Expenses, Trade Accounts Payable, Accrued Payroll, Accrued Assumed PTO and Cash. The Seller shall have from the time the Closing Date Balance Sheet is delivered to him until twenty (20) Within Business Days after the date of such delivery (the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Date Balance Sheet (the “Dispute”). If Seller does not deliver to ▇▇▇▇▇▇ within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (a “Dispute Notice”), the Closing Date Balance Sheet shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and shall be final and binding upon all parties. If Seller timely deliver a Dispute Notice to ▇▇▇▇▇▇ within the Dispute Period, ▇▇▇▇▇▇ and Seller shall attempt in good faith to resolve the Dispute and agree in writing upon the final content of the disputed Closing Date Balance Sheet within twenty (20) Business Days after delivery of such Dispute Notice. If ▇▇▇▇▇▇ agrees with the objection of Seller and Seller’s calculation of the Closing Date Balance Sheet, then Seller’s calculation of the Closing Date Balance Sheet shall be final and binding upon all parties. If ▇▇▇▇▇▇ and Seller are unable to resolve each element of the Dispute within the twenty (20) Business Day period after ▇▇▇▇▇▇’▇ receipt of a Dispute Notice, then ▇▇▇▇▇▇ shall within twenty (20) Business days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice shall set forth in reasonable detail the elements and amounts with which ▇▇▇▇▇▇ disagrees (a “Dispute Response”). If ▇▇▇▇▇▇ does not deliver to Seller within such twenty (20) Business Day period a Dispute Response, then Seller’s calculation of the Closing Date Balance Sheet shall be deemed to have been accepted and agreed to by the ▇▇▇▇▇▇ in the form in which it was delivered to ▇▇▇▇▇▇ and shall be final and binding upon the parties If ▇▇▇▇▇▇ timely delivers a Dispute Response, the parties shall promptly appoint the Arbitrating Accountant, who shall resolve each element of the Dispute that has not been resolved by agreement of ▇▇▇▇▇▇ and the Seller, revise the Closing Date Balance Sheet to reflect such resolutions and calculate the adjustments to purchase price based on the elements and amounts reflected on the revised Closing Date Balance Sheet The Arbitrating Accountant shall as promptly as possible, and in any event within thirty (30) days after the Closing Datedate of its appointment, Buyer shall prepare render its decision on each element in the Dispute in writing to ▇▇▇▇▇▇ and deliver to Shareholders' Representative Seller, together with a draft revised Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in Sheet reflecting its decision and a manner consistent with the past practice revised calculation of the Company, except as otherwise specifically required by Cash Purchase Price based on the Net Worth Methodology elements and (ii) in a manner consistent with amounts reflected on the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the revised Closing Date Balance Sheet. If Shareholders' Representative has In resolving the Dispute, the Arbitrating Accountant shall be bound by the provisions of this Agreement and may not revise any objections to element of the draft Closing Date Balance Sheet, it will deliver Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a detailed statement describing its objections value to Buyer within thirty (30) days after receiving any disputed element of the draft Closing Date Balance SheetSheet 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. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice Each of objectionthe Arbitrating Accountant’s decision, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the revised Closing Date Balance Sheet and the revised calculation of the Closing Date Net Worth within thirty (30) days Cash Purchase Price shall be final and binding upon the parties, and judgment may be entered on the award. The fees and disbursements of Buyer's receipt the Arbitrating Accountant and the reasonable attorneys’ fees and expenses of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute parties relating to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are disputes submitted to the Independent Accountants for resolutionArbitrating Accountant (collectively, the “Purchase Price Dispute Expenses”) shall be borne: (iA) Buyer jointly and Shareholders' Representative shall promptly furnish or cause to be furnished severally by the Shareholders the numerator of which is equal to the Independent Accountants such work papers aggregate dollar amount of the disputed items that are unsuccessfully disputed by Seller (as finally determined by the Arbitrating Accountant ) and other documents and information relating the denominator of which is equal to the aggregate dollar amount of all disputed issues items and (B) by ▇▇▇▇▇▇, in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Seller (as finally determined by the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present Arbitrating Accountant ) bears to the Independent Accountants any material relating aggregate dollar amount of all disputed items. For example, if the parties dispute Ten Thousand Dollars ($10,000) of a proposed decrease to the disputed issues Promissory Note, the Arbitrating Accountant determines that such adjustment should be Six Thousand Dollars ($6,000) and to discuss the issues with the Independent Accountants; Purchase Price Dispute Expenses are One Thousand Dollars (ii$1,000), then (A) the determination by the Independent Accountants▇▇▇▇▇▇ shall pay Four Hundred Dollars ($400) (i.e., as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (5040%) of the fees Purchase Price Dispute Expenses and costs of (B) the Independent Accountants for such determination and fifty percent Promissory Note shall be reduced by an additional Six Hundred Dollars (50$600) (i.e., 60%) of such fees and expenses shall be paid from the Escrow FundPurchase Price Dispute Expenses. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty As soon as reasonably practical after the Closing (30but in any event no later than the earlier of (i) 10 calendar days after Purchaser receives the audited Closing Date Balance Sheet from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, and (ii) 120 calendar days after the Closing), Purchaser, at its cost and expense, shall prepare and close the financial books and records of the Companies as of 11:59 p.m., Chicago time, on the day prior to the Closing Date, Buyer and, based on such books and records, shall prepare and deliver deliver, or cause to Shareholders' Representative be prepared and delivered, to the Agent, a draft balance sheet, dated as of the effective date of the Closing (the “Closing Date Balance Sheet, which ”). The Closing Date Balance Sheet shall be prepared (i) in accordance with GAAP United States generally accepted accounting principles (“GAAP”), consistently applied in accordance with past practices of the Companies (except for the absence of footnotes), and shall present fairly the financial condition of the Companies, on a manner consistent consolidated basis, as of the close of business on the Closing Date, except that the Closing Date Balance Sheet shall be prepared in accordance with the past practice of principles set forth on the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheetattached Schedule 2.2(a). (b) If Shareholders' Representative has no objections Purchaser shall deliver to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to Agent the Closing Date Balance Sheet and the include therein Purchaser’s calculation of the Closing Net Asset Position and the Base Number. If the Agent objects to the Closing Date Balance Sheet, including the Closing Net Worth Asset Position or the Base Number calculation, provided to it by Purchaser, then within thirty (30) 30 calendar days of Buyer's its receipt of Shareholders' Representative's objection noticethe Closing Date Balance Sheet, Buyer and Shareholders' Representative the Agent shall submit the issues remaining give written notice in dispute to PricewaterhouseCoopers, certified public accountants reasonable detail (the "Independent Accountants")“Notice”) of its objections to Purchaser. If issues remaining in dispute are submitted During such 30-day period, Purchaser and Purchaser’s accountants shall give the Agent and its accountants access, upon reasonable notice and during normal business hours, to all books, records and work papers of the Companies, Purchaser and its accountants related to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days preparation of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding Closing Date Balance Sheet and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of Asset Position and the fees and costs of Base Number. If Purchaser has not received the Independent Accountants for Notice within such determination and fifty percent (50%) of such fees and expenses 30-day period, Sellers shall be paid from deemed to have no objection to the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available shall become final and binding on the parties hereto for all purposes of this Agreement. The parties shall negotiate in good faith to Shareholders' Representative at reasonable times and upon reasonable notice at resolve any time during disputes as promptly as practicable. If the preparation parties are unable to resolve all disputes within twenty calendar days of receipt by Buyer Purchaser of the draft Notice, then only the unresolved disputes shall be submitted to an independent certified public accounting firm mutually agreed to by the parties which has not represented and has no relationship with either party, utilizing partners that have not represented and have no relationship with either party (the “Independent Accountant”). The parties shall be entitled to provide the Independent Accountant with supporting documentation in connection with resolution of such disputes. The Independent Accountant shall, within 30 calendar days of its engagement, provide a final and conclusive resolution of all unresolved disputes and shall conform the Closing Date Balance Sheet accordingly. All references in this Agreement to the Closing Date Balance Sheet shall mean the Closing Date Balance Sheet as modified pursuant to this resolution procedure, and the resolution of the Independent Accountant shall be binding on the parties hereto, except that the foregoing shall not limit or prohibit a party from asserting a Claim and obtaining relief on account of any objections with respect theretobreach of a representation, warranty or covenant contained in this Agreement. The fees and expenses of the Independent Accountant shall be borne by the parties in an amount proportionate to the dollar amount contested and not awarded to each such party as a percentage of the total dollar amount contested by the parties, as determined by the Independent Accountant.

Closing Date Balance Sheet. Within forty-five (a45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice PainCare’s delivery of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has Sheet to Shareholder, Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation reasons therefore, and shall include pertinent calculations. If Shareholder fails to deliver notice of acceptance or objection to the Closing Date Net Worth Balance Sheet within such thirty (30) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within thirty (30) days after delivery of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants Closing Date Balance Sheet (the "Independent Accountants"“Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined below) to PainCare. If issues remaining in dispute In the event that PainCare and Shareholder are submitted not able to agree on the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by Shareholder, then either Party shall each have the submission right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm that PainCare and Shareholder shall jointly select, for computation or verification in accordance with the Independent Accountants provisions of this Agreement, and the issues remaining in disputeNet Equity Adjustment, if any, shall be final, binding and conclusive on paid by the parties and Shareholder to PainCare within ten (10) business days after receipt of the accountant’s computation or verification. The foregoing provisions for accounting firm review shall be used in final and binding upon the calculation Parties and there shall be no right of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for appeal from such determination and fifty percent (50%) of such decision. Such accounting firm’s fees and expenses for such disputed determination shall be paid borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Escrow FundAdjustment Payment Date. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty No later than two (302) days after Business Days prior to the Closing Date, Buyer the Company shall prepare and deliver to Shareholders' Representative Acquiror a draft consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Closing (the “Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft ”). The Closing Date Balance SheetSheet shall also include a good faith calculation, such draft in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall constitute not take or fail to take any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. If Shareholders' Representative has The Company shall consider in good faith any objections of Acquiror’s reasonable comments to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the preliminary Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer figures and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as calculations set forth in a notice to be delivered to both Buyer thereon and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft provide any additional supporting documentation reasonably requested by Acquiror. The Closing Date Balance Sheet and the Estimated Closing Net Working Capital Adjustment Amount shall take into account any adjustments to the preliminary Closing Date Balance Sheet available to Shareholders' Representative at reasonable times requested by Acquiror in good faith and upon reasonable notice at any time during not otherwise rejected by the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.Company in its good faith

Closing Date Balance Sheet. Within ninety (a) Within thirty (3090) days after following the Closing Date, Buyer the Purchaser shall prepare and deliver to Shareholders' the Sellers’ Representative a draft balance sheet for the Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) and, which shall be prepared if the Reference Date is not the same day as the Closing Date, then also a balance sheet for the Company as of the close of business on the Reference Date (the “Reference Date Balance Sheet”) and, based thereon and on other information necessary to make the calculation, a calculation of the amount of (i) both the Reference Date Net Working Capital and any resulting Reference Date Net Working Capital Adjustment (which will be calculated in accordance with GAAP applied in a the manner consistent with the past practice of the Companydescribed herein), except as otherwise specifically required by the Net Worth Methodology and (ii) the Reference Date Cash and any resulting Reference Date Cash adjustment (which will be calculated in a the manner consistent with described herein), (iii) the December Reference Date Income Amount and any resulting Reference Date Income Amount adjustment (which will be calculated in the manner described herein), (iv) the Closing Indebtedness and any resulting Closing Indebtedness adjustment (which will be calculated in the manner described herein), (v) the Closing Transaction Expenses and any resulting Closing Transaction Expenses adjustment (which will be calculated in the manner described herein), (vi) the Pre-Closing Tax Obligations and any resulting Pre-Closing Tax Obligations adjustment (which will be calculated in the manner described herein), and (vii) any resulting Closing Cash Payment Adjustment. The Closing Date Balance Sheet. (b) If Shareholders' Representative has no objections to Sheet and the draft Closing Reference Date Balance Sheet, such draft if applicable, shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheetbe prepared in accordance with GAAP, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objectionconsistently applied, and if Buyer prepared applying the same accounting principles and Shareholders' Representative fail methodologies used to resolve prepare the issues outstanding most recent balance sheet included in the Reviewed Financial Statements and applying the past practices of the Company (and where GAAP provides for a range of alternatives such past practices shall govern provided they are in accordance with respect to GAAP). Whether or not the date(s) as of which the Closing Date Balance Sheet and the calculation Reference Date Balance Sheet, if applicable, is/are required to be prepared coincides with a fiscal quarter-end or fiscal year-end of the Closing Date Company, the Parties shall use customary closing procedures for the preparation thereof, including procedures with respect to accounts and adjustments. The Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and Working Capital shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues determined in a manner consistent with the Independent Accountants; (ii) the determination by the Independent Accountants, as illustration set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30a) days of the submission to the Independent Accountants Disclosure Schedules. The Parties acknowledge and agree that (a) of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in Disclosure Schedules sets forth an illustration of the calculation of the Purchase Price (including the various components and line items of Net Working Capital) based upon an assumed Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) and Reference Date of June 27, 2015. For purposes of calculating the value of the fees and costs Inventory for purposes of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing determining Reference Date Balance Sheet and Net Working Capital, on the Closing Date Balance Sheet available the Company shall take a physical count of the Inventory of the Company and its Subsidiaries, and the Purchaser and its Representatives shall be permitted to Shareholders' Representative at reasonable times observe such physical count; provided, however, that if the Closing Date and the Reference Date are not the same date, then the Company shall, upon reasonable notice at any time during the written request of Purchaser delivered to the Company within five (5) days prior to the Reference Date, also take a physical count of the Inventory of the Company and its Subsidiaries on the Reference Date. For purposes of counting and calculating the value of the Inventory of the Company and its Subsidiaries for purposes of determining the Reference Date Net Working Capital, the Parties acknowledge and agree that the Parties shall use the accounting methods, practices, principles, policies and procedures, with consistent judgments and valuation and estimation methodologies that were used in the preparation by Buyer of the draft Closing Date Balance Sheet and Company’s annual financial statements for the resolution of any objections with respect theretomost recent fiscal year-end.

Closing Date Balance Sheet. Within forty-five (a) Within thirty (3045) days after the Closing Date, Buyer shall PainCare or its Affiliate will prepare and deliver to Shareholders' Representative the Shareholder a draft balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet, which shall be prepared ”). Within twenty (i20) in accordance with GAAP applied in a manner consistent with the past practice days after PainCare’s delivery of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections Sheet to the draft Closing Date Balance SheetShareholder, it will deliver the Shareholder shall, in a detailed statement describing its objections written notice to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially PainCare, either accept or describe in reasonable efforts to resolve detail any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Worth Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of Buyer's any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants")accountant’s computation or verification. If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such Such accounting firm’s fees and expenses for such disputed determination shall be paid borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Escrow Fund. (c) Buyer will make Adjustment Payment Date. If the work papers used in preparing the draft final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during (the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto“Cash Deficiency”). The Cash Deficiency shall be paid in cash.

Closing Date Balance Sheet. Within forty-five (a) Within thirty (3045) days after the Closing Date, Buyer shall PainCare or its Affiliate will prepare and deliver to Shareholders' Representative the Shareholder a draft balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the "Closing Date Balance Sheet, which shall be prepared "). Within six (i6) in accordance with GAAP applied in a manner consistent with the past practice days after PainCare's delivery of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections Sheet to the draft Closing Date Balance SheetShareholder, it will deliver the Shareholder shall, in a detailed statement describing its objections written notice to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially PainCare, either accept or describe in reasonable efforts to resolve detail any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation reasons therefor, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such six (6) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within seven (7) days after delivery of the Closing Date Balance Sheet (the "Adjustment Payment Date"), the Shareholder shall pay the Other Net Worth Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of Buyer's any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm that PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of Shareholders' Representativethe accountant's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, computation or verification. The foregoing provisions for certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and accounting firm review shall be afforded final and binding upon the opportunity to present to the Independent Accountants any material relating to the disputed issues Parties and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, there shall be final, binding and conclusive on the parties and shall be used in the calculation no right of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for appeal from such determination and fifty percent (50%) of such decision. Such accounting firm's fees and expenses for such disputed determination shall be paid borne by the Party whose determination has been modified by such accounting firm's report or by all Parties in proportion to the relative amount each Party's determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Escrow FundAdjustment Payment Date. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty (30) 60 days after the Closing Date an unaudited balance sheet for the Company shall be prepared as of the Closing Date (the "Closing Date Balance Sheet") by PentaStar and delivered by PentaStar to the Shareholders. The Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. The Closing Date Balance Sheet shall set forth, in addition to other items required by PentaStar's application of GAAP, the amount, as of the Closing Date, Buyer shall prepare of (A) cash held by the Company in excess of the Interim Cash Requirement, (B) the Interim Cash Requirement, (C) the aggregate amount of accounts receivable, residual payment rights and deliver to Shareholders' Representative notes receivable collected by the Company after February 29, 2000 (whether by collection of cash, offset or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company) as a draft result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice, (D) the Retained Liabilities described in clauses (b) and (c) of the definition of Retained Liabilities and each item thereof, and (E) all Closing Date Liabilities and each item thereof. Within 20 days after receipt of the Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied the Shareholders shall, in a manner consistent with the past practice of the Companywritten notice to PentaStar, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute either accept the Closing Date Balance Sheet. If Shareholders' Representative has Sheet or object to it by describing in reasonably specific detail any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation estimated amounts of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants")reasons for such proposed adjustments. If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination The failure by the Independent Accountants, as set forth in a notice Shareholders to be delivered object to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available within such 20-day period shall be deemed to Shareholders' Representative at reasonable times and upon reasonable notice at any time during be an acceptance by the preparation by Buyer Shareholders of the draft Closing Date Balance Sheet. If any adjustments to the Closing Date Balance Sheet and are proposed by the resolution of any objections with respect theretoShareholders within such 20-day period, the dispute shall be resolved as provided in Section 2.1(o).

Closing Date Balance Sheet. (a) Within thirty As soon as practicable after the Closing Date, Purchaser shall prepare a Closing Date Balance Sheet setting forth the Purchaser's computation of the Closing Date Net Tangible Book Value, which Closing Date Balance Sheet will fairly present the financial position of Seller (30other than in respect of the Excluded Assets and the Excluded Liabilities) as at the Closing Date in accordance with GAAP (the "Closing Date Balance Sheet"). For purposes of this calculation, Net Tangible Book Value means assets less liabilities, exclusive of the Lender Debt. Purchaser will deliver the Closing Date Balance Sheet to Seller within 45 days after the Closing Date, Buyer provided however that Purchaser shall prepare and have no obligation to deliver a Closing Date Balance Sheet if the Net Tangible Book Value is greater than or equal to Shareholders' Representative a draft the Purchase Price. If the Net Tangible Book Value is less than the Purchase Price as shown on the Closing Date Balance Sheet, which Seller shall be prepared (i) have a 30-day period to respond in accordance writing to Purchaser that it disagrees with GAAP applied in a manner consistent with the past practice Purchaser's computation of the Company, except as otherwise specifically required by the Net Worth Methodology and Tangible Book Value (ii) in a manner consistent with the December Balance Sheet"Notice of Disagreement"). (b) If Shareholders' Representative has no objections Purchaser and Seller shall promptly attempt to resolve such disagreement on or before 30 days after receipt by Purchaser of the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance SheetNotice of Disagreement. If Shareholders' Representative has any objections Purchaser and Seller are unable to resolve such disagreement, Purchaser and Seller agree to retain a mutually acceptable nationally recognized accounting firm to resolve such disagreement. The accounting firm shall make its own calculation of the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer Net Tangible Book Value and shall notify Purchaser and Seller within thirty (30) 30 days after receiving the draft Closing Date Balance Sheetbeing so retained. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any In such objections. If Shareholders' Representative duly gives Buyer such notice of objectionevent, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and Tangible Book Value shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues final and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer binding on Purchaser and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow FundSeller. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) At the Closing, the Principal Shareholders shall cause the Company to deliver to Buyer a written statement of the Company that the Company's Executive Vice President and Chief of Corporate Staff certifies to be his good faith estimate of the Company's balance sheet as of the Closing Date (the "Closing Date Balance Sheet"). (b) As soon as is reasonably practicable, but in any event within sixty (60) days following the Closing Date, Buyer shall cause KPMG Peat Marwick LLP, to complete, at Buyer's expense, a full-scope audit of the Company's Closing Date Balance Sheet and the related consolidated statements of operations, stockholders equity and cash flows for the period from January 1, 1996, through the Closing Date, to verify the Company's current assets and current liabilities as of the Closing Date, and shall deliver to the Principal Shareholders its written report (the "Working Capital Audit") setting forth the amount of such current assets and current liabilities. Buyer will cause the auditors to consult with the Principal Shareholders from time to time during such audit. If the Principal Shareholders dispute the amount of the reduction as set forth in the Working Capital Audit, the parties agree to utilize the following procedures to resolve such dispute: (i) Within sixty (60) days after delivery to the Principal Shareholders of the Working Capital Audit, the Principal Shareholders may deliver to Buyer a written report (the "Shareholders' Report") from an independent accounting firm which the Principal Shareholders select (the "Shareholders' Accountants") advising Buyer either that Shareholders' Accountants (A) agree with the Working Capital Audit, or (B) that one or more adjustments are required. The Principal Shareholders shall bear the costs and expenses of the services of the Shareholders' Accountants. If Buyer shall concur with the adjustments the Shareholders' Accountants propose, or if Buyer shall not object thereto in a writing that it delivers to the Principal Shareholders within (30) days after Buyer's receipt of a Shareholders' Report, the calculation of current assets and current liabilities (as so adjusted in such Shareholders' Report) shall become final and shall not be subject to further review, challenge or adjustment, absent fraud. If the Principal Shareholders do not submit a Shareholders' Report within the 60-day period provided herein, then the Working Capital Audit shall become final and shall not be subject to further review, challenge or adjustment, absent fraud. (ii) In the event that the Principal Shareholders submit the Shareholders' Report and Buyer and the Shareholders' Accountants are unable to resolve with Buyer the disagreements set forth in such report within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to date of the Shareholders' Representative a draft Closing Date Balance SheetReport, which then such disagreements shall be prepared referred to a recognized firm of independent certified public accountants experienced in auditing home health care companies that the Principal Shareholders and Buyer mutually select (ior if they cannot agree on such selection, then a "big six" accounting firm selected by lot, other than Price Waterhouse LLP or KPMG Peat Marwick LLP ) in accordance with GAAP applied in a manner consistent with (the past practice "Settlement Accountants"), and the determination of the CompanySettlement Accountants shall be final and shall not be subject to further review, except as otherwise specifically required by the Net Worth Methodology and challenge or adjustment, absent fraud. The Settlement Accountants shall use their best efforts to reach a determination not more than forty-five (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (3045) days after receiving such referral. Buyer shall pay the draft Closing Date Balance Sheet. Shareholders' Representative costs and Buyer expenses of the services of the Settlement Accountants if it is determined that there will use their commercially reasonable efforts to resolve be any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect adjustment to the Closing Date Balance Sheet Working Capital Audit; otherwise, if there is no adjustment, the Principal Shareholders shall pay such costs and the calculation expenses of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Settlement Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make shall be entitled to be indemnified in accordance with Section 11.2(e) hereof, if the work papers used in preparing Working Capital Audit discloses that the draft Company's current liabilities as of the Closing Date Balance Sheet exceed the Company's current assets as of the Closing Date by more than $34,000,000. In such event, Buyer shall be entitled to indemnity in an amount equal to the amount by which the excess (the "Current Liabilities Excess") of such current liabilities over such current assets is greater than $34,000,000. For purposes hereof, current assets and current liabilities shall be determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied, and subject also to the condition that any accrual or reserve on the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during for Medicare recoupment shall not be included in current liabilities for purposes of determining the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect theretoCurrent Liabilities Excess.

Closing Date Balance Sheet. Within forty-five (a) Within thirty (3045) days after the Closing Date, Buyer shall PainCare or its Affiliate will prepare and deliver to Shareholders' Representative each Shareholder a draft balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet, which shall be prepared ”). Within fourteen (i14) in accordance with GAAP applied in a manner consistent with the past practice days after PainCare’s delivery of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections Sheet to the draft Closing Date Balance SheetShareholders, it will deliver the Shareholders shall, in a detailed statement describing its objections written notice to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially PainCare, either accept or describe in reasonable efforts to resolve detail any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation reasons therefore, and shall include pertinent calculations. If the Shareholders fail to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such fourteen (14) day period, the Shareholders shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within fifteen (15) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholders shall pay the Other Net Worth Equity Adjustment (as defined below), if any to PainCare. In the event that PainCare and the Shareholders are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of Buyer's receipt of Shareholders' Representative's objection noticeany objections raised by the Shareholder, Buyer and Shareholders' Representative then either Party shall submit each have the issues remaining in dispute right to PricewaterhouseCoopersrequire that such disputed determinations be submitted to BDO ▇▇▇▇▇▇▇, an independent certified public accountants (the "Independent Accountants"). If issues remaining accountant, for computation or verification in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues accordance with the Independent Accountants; (ii) provisions of this Agreement, and the determination by the Independent AccountantsNet Equity Adjustment, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in disputeif any, shall be final, binding and conclusive on paid by the parties and Shareholders to PainCare within ten (10) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be used in final and binding upon the calculation Parties and there shall be no right of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for appeal from such determination and fifty percent (50%) of such decision. Such accounting firm’s fees and expenses for such disputed determination shall be paid from borne by the Escrow FundParty whose determination has been modified by such accounting firm’s report. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty (30) 30 days after the Closing Date, Buyer shall I-trax will prepare and deliver to Shareholders' Representative the Members a draft balance sheet (the "Draft Closing Date Balance Sheet") for MyFamilyMD as of the close of business on the Closing Date. I-trax will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice through full application of the Company, except as otherwise specifically required by procedures used in preparing the Net Worth Methodology and (ii) in a manner consistent with most recent audited balance sheet included within the December Balance SheetFinancial Statements. (b) If Shareholders' Representative has no the Members have any objections to the draft Draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it they will deliver a detailed statement describing its their objections to Buyer I-trax within thirty (30) 20 days after receiving the draft Draft Closing Date Balance Sheet. Shareholders' Representative I-trax and Buyer the Members will use their commercially reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 10 days after I-trax has received the statement of objections, however, any remaining objection will be resolved by I-trax's auditing firm, if it is a "Big Five" auditing firm. If I-trax's auditing firm is not a "Big Five" auditing firm, I-trax and the Members will select a neutral "Big Five" accounting firm mutually acceptable to them to resolve such remaining objections. If Shareholders' Representative duly gives Buyer such notice The determination of objection, any accounting firm so selected will be set forth in writing and if Buyer will be conclusive and Shareholders' Representative fail to resolve binding upon the issues outstanding with respect to Parties. I-trax will revise the Draft Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute as appropriate to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and reflect the resolution of any objections thereto pursuant to this Paragraph 4. The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with respect theretoany revisions thereto pursuant to this Paragraph 4.

Closing Date Balance Sheet. (a) 2.3.1 Within thirty (30) 30 days after the Closing Date, Buyer Seller shall prepare and deliver to Shareholders' Representative SDRC a draft copy of the Closing Date Balance Sheet prepared using the same principles as the October 31 Balance Sheet (except as otherwise specifically provided in the following subsections of this Section 2.3), in accordance with GAAP, consistently applied. Within 30 days after receipt by SDRC of the Closing Date Balance Sheet, which SDRC shall be prepared (i) conduct a review of the Closing Date Balance Sheet to independently verify that the Closing Date Balance Sheet as proposed by Seller accurately sets forth the total shareholder's equity of the Seller's PDM Business in accordance with GAAP applied GAAP. If SDRC concludes that the amount of shareholder's equity set forth in a manner consistent with the past practice Closing Date Balance Sheet is incorrect and the parties are unable to reach an agreement on an acceptable number within 60 days of Seller's submission of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft the matter shall constitute be submitted to a nationally recognized firm of independent accountants agreed upon by the Closing Date Balance Sheetparties. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) The independent accountants shall have 30 days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice following receipt of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and any materials the calculation parties choose to submit to them to determine the total shareholder's equity, and such determination shall be final and binding on both parties. The costs of such independent accountants shall be shared equally by Seller and SDRC. In the event such Closing Date Net Worth within thirty (30) days of Buyershareholder's receipt of Shareholders' Representative's objection noticeequity has decreased since the October 31 Balance Sheet, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative Seller shall promptly furnish or cause remit to be furnished to SDRC the Independent Accountants difference. In the event 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shareholder's equity has increased since the October 31 Balance Sheet, SDRC shall bear fifty percent (50%) of promptly remit to Seller the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Funddifference. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and 2.3.2 The parties acknowledge that the Closing Date Balance Sheet available will reflect a liability in the total amount of $1,420,000 relating to Shareholders' Representative at reasonable times the costs of resolving certain known customer disputes in connection with the Seller's PDM Business (the "Existing Customer Claims"). The Seller's Disclosure Schedules shall include a schedule itemizing each of these Existing Customer Claims and upon reasonable notice at any time during indicating the preparation by Buyer specific dollar amount of the draft total liability allocated to each Existing Customer Claim. 2.3.3 The Closing Date Balance Sheet shall not reflect any asset attributable to (i) pre-paid royalty costs, in any amount, related to the product SherpaWorks 3i, or (ii) prepaid royalty costs and sales taxes, in any amount, related to the resolution product Excalibur. 2.3.4 The Closing Date Balance Sheet shall reflect 100% of the fourth quarter bonus to be paid to SSC and or IFD employees. 2.3.5 The Closing Date Balance Sheet shall not include any liability that Inso specifically assumes from Sherpa prior to the Closing Date or that Inso is otherwise required by this Agreement to assume or discharge. 2.3.6 The Closing Date Balance Sheet shall include appropriate accruals for personal, real property and other appropriate taxes relating to the period on or prior to the Closing Date but payable thereafter. 2.3.7 The Closing Date Balance Sheet shall not reflect any positive or negative adjustment to the October 31 Balance Sheet for the change in value of any objections intangible asset. 2.3.8 The Closing Date Balance Sheet shall reflect an allocation of SSC's accumulated net operating loss carryfowards in accordance with respect theretoSection 6.14 below.

Closing Date Balance Sheet. (a) The parties acknowledge that the Estimated Purchase Price was established based on the Net Tangible Assets reflected on the September 30 Balance Sheet. Within thirty (30) 60 days after following the Closing DateClosing, Buyer the Purchaser on behalf of the Corporations shall prepare and deliver to Shareholders' Representative a draft each of the Sellers the combined balance sheet including each of the Corporations audited by Price Waterhouse ("PW") as of the Closing Date (as so audited, the "Closing Date Balance Sheet, which "). The Closing Date Balance Sheet shall be prepared (i) and audited in accordance with GAAP applied in a manner consistent with the past practice accounting policies, practices and procedures for the Corporations used in connection with preparation of the CompanySeptember 30 Balance Sheet and the December 31 Balance Sheet, except as may otherwise specifically be required pursuant to this Article 7 or Schedule 7.1 and shall be audited in accordance with Canadian generally accepted auditing standards and accompanied by a written opinion thereon. Each of the Purchaser and the Sellers shall have the right to consult, at reasonable times and with reasonable notice, with PW and appropriate representatives of the Corporations during the preparation and audit of the Closing Date Balance Sheet. The Closing Date Balance Sheet (x) shall be prepared without regard to (A) any effect from the Closing of the transactions contemplated hereby or any financing relating thereto, (B) the Purchaser's existing or future plans to modify or adjust the business, operations or accounting practices of the Corporations after Closing or (C) adjustments relating to the recording of the acquisition by the Net Worth Methodology Purchaser and (iiy) shall reflect all proposed audit adjustments determined by PW to be necessary in order that the Closing Date Balance Sheet will comply with GAAP on a manner basis consistent with the December Balance Sheetsuch prior accounting policies, practices and procedures but subject to this Article 7 and Schedule 7.1. (b) If Shareholders' Representative has no objections to the draft The Closing Date Balance SheetSheet shall reflect the basis of presentation of the Closing Date Balance Sheet that is described in Schedule 7.1, such draft shall constitute together with the report of PW setting forth a calculation of Net Tangible Assets of the Corporations on a combined basis, as determined from the Closing Date Balance Sheet. If Shareholders' Representative has any objections to PW cannot deliver the draft opinion required by Section 7.1(a) solely because of the adjustments required by Schedule 7.1, then PW also shall prepare and deliver with its report the Adjusted Closing Date Balance Sheet and, in such case, the calculation of Net Tangible Assets shall be based on the Adjusted Closing Date Balance Sheet. (c) Following the delivery of the Closing Date Balance Sheet (and, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving if applicable, the draft Adjusted Closing Date Balance Sheet. Shareholders' Representative ) to the Sellers and Buyer will use their commercially the Purchaser, the Purchaser shall cause the Corporations to provide E&Y on behalf of the Purchaser with access to the working papers of PW relating thereto. (d) In the event that the Purchaser, as a result of E&Y's review, objects in writing (stating with reasonable efforts to resolve any such specificity the reasons for its objections. If Shareholders' Representative duly gives Buyer such notice ) within 10 Business Days following receipt of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and PW's report as to the calculation amount of the Net Tangible Assets, (and, if applicable, the Adjusted Closing Date Balance Sheet) then E&Y and the Purchaser, on the one hand, and PW and the Sellers, on the other hand, shall in good faith attempt to agree upon the amount of Net Tangible Assets (and, if applicable, the Adjusted Closing Date Balance Sheet); PROVIDED, that if the Purchaser and E&Y, on the one hand, and PW and the Sellers, on the 1. The fees of the Neutral Auditors shall be shared equally between the Sellers, on the one hand, and the Purchaser, on the other hand, and the decision of the Neutral Auditors shall be conclusive, final and binding upon the Sellers and the Purchaser. The fees and expenses of PW shall be the sole responsibility of the Sellers and the fees and expenses of E&Y shall be the sole responsibility of the Purchaser. (e) As used in this Agreement, "Net Tangible Assets" means, as of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted immediately prior to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to consummation of 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountantstransactions contemplated hereby, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid derived from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during (or, if applicable, the preparation by Buyer of the draft Adjusted Closing Date Balance Sheet Sheet), an amount equal to total assets minus goodwill, minus total current liabilities, minus long-term debt and the resolution of any objections with respect theretoother long-term liabilities.

Closing Date Balance Sheet. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form and substance reasonable satisfactory to Acquiror, certified by the Chief Executive Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Closing (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and each of the components and subcomponents thereof and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, as applicable. The Company shall not take or fail to take any action outside of the ordinary course of business consistent with past practice or with the purpose of manipulating or maximizing Closing Net Working Capital. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and provide any additional supporting documentation reasonably requested by Acquiror. The Closing Date Balance Sheet, Estimated Closing Net Working Capital, and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, as applicable, shall take into account any adjustments to the preliminary Closing Date Balance Sheet requested by Acquiror in good faith and not otherwise rejected by the Company in its good faith determination. Nothing in this Section 7.11, including the fact that Acquiror may provide comments or request changes to the preliminary Closing Date Balance Sheet or any of the figures or calculations set forth thereon or that Acquiror and the Company may agree to changes to the information or amounts on the Closing Date Balance Sheet, shall in any way limit the right of any Person under this Section 7.11 or Article VIII. (b) Within thirty ninety (3090) days after the Closing Date, Buyer Acquiror shall prepare and deliver to Shareholders' the Securityholder Representative a draft statement (the “Post-Closing Date Balance Sheet, which shall be prepared Statement”) setting forth Acquiror’s good faith calculation of (i) in accordance with GAAP applied in a manner consistent with the past practice Closing Net Working Capital and each of the Companycomponents and subcomponents thereof and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, except as otherwise specifically required by the Net Worth Methodology applicable, and (ii) Final Net Working Capital Surplus or Final Net Working Capital Shortfall, as applicable, and each of the components thereof. The Post-Closing Statement and Acquiror’s calculation of the Closing Net Working Capital, and each of the components thereof, and the resulting Net Working Capital Surplus or Net Working Capital Shortfall, as applicable, shall be determined in a manner consistent accordance with the December Balance Sheet. Accounting Principles. If Acquiror fails to deliver the Post-Closing Statement within ninety (b90) If Shareholders' days after the Closing Date, Securityholder Representative has no objections shall have the right, at its election, to the draft Closing Date Balance Sheet, such draft shall constitute either (A) determine that the Closing Date Balance Sheet. If Shareholders' Representative has Sheet shall be final and binding (without limiting any objections claim of an Indemnified Party under Article VIII other than pursuant to Section 8.2(a)(iv)) on the parties for all purposes hereunder, or (B) require Acquiror to deliver the Post-Closing Statement within ten (10) days of the Securityholder Representative’s demand therefor. (c) During the forty-five (45) day period following delivery of the Post-Closing Statement to the draft Securityholder Representative, Acquiror shall, and shall cause its Representatives to, reasonably cooperate with the Securityholder Representative and its Representatives to provide them with information used in preparing the Post-Closing Date Balance SheetStatement reasonably requested by the Securityholder Representative and its Representatives including, upon reasonable advance notice, reasonable access (including reasonable remote access) during normal business hours to relevant personnel and records of Acquiror and the Company (provided that nothing herein shall require Acquiror to provide access to, or to disclose any information to, the Securityholder Representative or any of its Representatives if such access or disclosure, in the good faith reasonable belief of Acquiror, on advice of counsel, (x) would waive any legal privilege, or (y) would be in violation of applicable Law). The Post-Closing Statement shall (without limiting any claim of an Indemnified Party under Article VIII other than pursuant to Section 8.2(a)(iv)) become final and binding at the end of the forty-fifth (45th) day following delivery thereof, unless prior to the end of such period, the Securityholder Representative delivers to Acquiror written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. The Securityholder Representative shall be deemed to have agreed with all items and amounts in the Post-Closing Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review under Section 7.11(e). (d) During the fifteen (15) day period following delivery of a Notice of Disagreement by the Securityholder Representative to Acquiror, the parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified therein. During such fifteen (15) day period, the Securityholder Representative and the Company Securityholders shall, and shall cause their Representatives to, reasonably cooperate with Acquiror and its Representatives to provide them with information used in the preparation of such Notice of Disagreement reasonably requested by Acquiror or its Representatives including, upon reasonable advance notice, reasonable access (including reasonable remote access) during normal business hours to relevant personnel and records of the Securityholder Representative and its Representatives (provided that nothing herein shall require Securityholder Representative to provide access to, or to disclose any information to, Acquiror or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Securityholder Representative, on advice of counsel, (x) would waive any legal privilege, or (y) would be in violation of applicable Law). Any disputed items resolved in writing between the Securityholder Representative and Acquiror within such fifteen (15) day period shall (without limiting any claim of an Indemnified Party under Article VIII other than pursuant to Section 8.2(a)(iv)), be final and binding with respect to such items, and if the Securityholder Representative and Acquiror agree in writing on the resolution of each disputed item specified in the Notice of Disagreement, the amount so determined shall (without limiting any claim of an Indemnified Party under Article VIII other than pursuant to Section 8.2(a)(iv)) be final and binding on the parties for all purposes hereunder. (e) If the Securityholder Representative and Acquiror have not resolved all such differences by the end of such fifteen (15) day period (or such later period if extended in a writing signed by the Securityholder Representative and Acquiror) (the “Resolution Deadline”), the Securityholder Representative and Acquiror shall submit, in writing, to a nationally recognized public accounting firm independent of both the Company and Acquiror (and their respective Affiliates) and agreed upon in writing by the Securityholder Representative and Acquiror (the “Accounting Firm”) their briefs detailing their views as to the correct nature and amount of each item remaining in dispute, and the Accounting Firm shall make a written determination as to each such disputed item and the amount so disputed (in each case, if and to the extent disputed), which determination shall (without limiting any claim of an Indemnified Party under Article VIII other than pursuant to Section 8.2(a)(iv)) be final and binding on the parties for all purposes hereunder. The Accounting Firm’s determination of the Closing Net Working Capital, and each of the components thereof, shall be determined in accordance with the Accounting Principles. The Accounting Firm shall be authorized to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 7.11(e), which resolution shall be either the amount of such disputed item as proposed by Acquiror in the Post-Closing Statement or the amount of such disputed item as proposed by the Securityholder Representative in the Notice of Disagreement. The determination of the Accounting Firm shall be accompanied by a certificate of the Accounting Firm that it will deliver reached such determination in accordance with the provisions of this Section 7.11(e). The Securityholder Representative and Acquiror shall use their commercially reasonable efforts to cause the Accounting Firm to render a detailed statement describing its objections written decision resolving the matters submitted to Buyer it within thirty (30) days after receiving following the draft Closing Date Balance Sheetsubmission thereof. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve Judgment may be entered upon the written determination of the Accounting Firm in any such objectionscompetent court. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect Notwithstanding anything to the Closing Date Balance Sheet contrary in this Agreement, the costs of any dispute resolution pursuant to this subsection, including the fees and expenses of the Accounting Firm and of any enforcement of the determination thereof, shall be borne by Acquiror and the calculation Securityholder Representative (on behalf of the Closing Date Net Worth within thirty (30Securityholders) days in inverse proportion as they may prevail on the matters resolved by the Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining amounts in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded determined by the opportunity to present to Accounting Firm at the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) time the determination by of such firm is rendered on the Independent Accountantsmerits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in -55- connection with their preparation or review of the Post-Closing Statement and preparation or review of any Notice of Disagreement, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in disputeapplicable, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for borne by such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fundparty. (cf) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and For purposes of this Agreement, “Final Net Working Capital” means the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections Net Working Capital, as finally determined in accordance with respect thereto.this Section 7.11. The parties agree that:

Closing Date Balance Sheet. (a) Within thirty (30) days after following the Closing Date, Buyer Parent shall prepare and deliver to Shareholders' Representative a draft statement based on the Closing Date Balance Sheet, which balance sheet of the Company (the "Closing Date Statement"). The Closing Date Statement will include only the following assets and liabilities: (i) cash; (ii) income taxes payable; (iii) legal fees payable; and (iv) accrued compensation and commissions. The Closing Date Statement shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance SheetGAAP. (b) If Shareholders' Representative has no objections to In the draft Closing Date Balance Sheet, such draft shall constitute event that the amount calculated by subtracting the liabilities from the assets as set forth on the Closing Date Balance SheetStatement (the "Adjusted Net Worth") yields a positive balance, Parent shall pay the Stockholders in cash the Adjusted Net Worth (the "Cash Consideration"); provided, that, under no circumstances shall the Cash Consideration exceed 20% of the Merger Consideration. If Shareholders' Payment shall be made on a pro rata basis based on each Stockholder's respective number of Shares. Payment shall be made within three (3) business days after the parties either agree upon the amount of the Adjusted Net Worth or the amount is determined as set forth in subsection (c) below. (c) The Stockholder Representative has any objections shall have the right to review fully all work papers relating to the draft Closing Date Balance SheetStatement in order to confirm that such Closing Date Statement has been determined as provided herein. The Stockholder Representative may, it will deliver at its own expense, retain a detailed statement describing certified public accountant to assist with such review. The Stockholder Representative shall complete its objections to Buyer review of such Closing Date Statement within thirty (30) days after receiving such determination and related documentation have been made available for their review. If the draft Stockholder Representative believes that any adjustment should be made to such Closing Date Balance SheetStatement in order for said amount to be determined in accordance with the requirements of this Section, Stockholder Representative shall give Parent written notice of such adjustments. Shareholders' If Parent agrees with the adjustments proposed by Stockholder Representative, the adjustments shall be made to such Closing Date Statement. If there are proposed adjustments which are disputed by Parent, then the Stockholder Representative and Buyer will use their commercially reasonable efforts Parent shall negotiate in good faith to resolve any such objectionsall disputed adjustments. If Shareholders' Representative duly gives Buyer such notice If, after a period of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days following the date on which Stockholder Representative give Parent written notice of Buyer's receipt of Shareholders' Representative's objection noticeany proposed adjustments, Buyer any such adjustments still remain disputed, Parent and Shareholders' the Stockholder Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants will jointly engage a nationally recognized independent accounting firm (the "Independent AccountantsAccountant")) to resolve any remaining disputed adjustments in accordance with this Agreement. If issues remaining in dispute are submitted to the Independent Accountants for resolution, Delivery of cash required under subsection (ib) Buyer and Shareholders' Representative 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 agents and above shall be afforded made within three (3) business days after the opportunity to present to earlier of the Independent Accountants agreement of the parties on the amount thereof or a written notice of any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination resolution of such amount has been given by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission Accountant to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; andhereunder. (iiid) Buyer shall bear fifty percent (50%) of Subject to the following sentence, all fees and costs expenses of the Independent Accountants for Accountant incurred in connection with such determination resolution shall be paid by the Parent, and fifty percent (50%) upon payment of such fees and expenses Parent shall be entitled to receive from the Escrow Shares, as reimbursement for one-half of such fees and expenses so paid, that number of the Escrow Shares determined by dividing (i) one-half of the amount of such fees and expenses, by (ii) the Parent Average Price. Notwithstanding the foregoing sentence, if the Independent Accountant determines that either Parent or Stockholder Representative was correct in all material respects in connection with any such dispute, then the incorrect party shall bear all fees and expenses of the Independent Accountant. In the event that the Stockholder Representative is the incorrect party, all fees and expenses of the Independent Accountant shall be paid by the Parent, but upon payment of such fees and expenses, Parent shall be entitled to receive from the Escrow FundShares, as reimbursement for such fees and expenses so paid, that number of the Escrow Shares determined by dividing (i) the amount of such fees and expenses, by (ii) the Parent Average Price. (ce) Buyer Under no circumstances will make the work papers used in preparing Stockholders have any liability under this provision if the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect theretoAdjusted Net Worth is less than zero.

Closing Date Balance Sheet. As soon as practical (a) Within thirty (30) and in no event later than 60 days after the Closing Date), Buyer shall prepare cause to be prepared and deliver delivered to Shareholders' Representative Seller (i) a draft balance sheet of the Company dated as of the close of business on the date immediately prior to the Closing Date (the "Closing Date Balance Sheet"), and (ii) a calculation of the Closing Net Worth (as hereinafter defined), including such schedules and data as may be appropriate to support such calculation. Seller and its accountants shall be entitled to review the Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice Buyer's calculations of the Company, except as otherwise specifically required by the Closing Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objectionWorth, and if Buyer any working papers, source documents, trial balances and Shareholders' Representative fail to resolve the issues outstanding with respect similar materials relating to the Closing Date Balance Sheet prepared by Buyer or its accountants. Buyer shall also provide Seller and its accountants with timely access, during Buyer's normal business hours, to Buyer's and the calculation Company's personnel, properties, books and records to the extent related to the determination of the Closing Date Net Worth within thirty (30) days Worth. As used herein, "Closing Net Worth" shall mean the Company's "shareholder's equity" as of Buyer's receipt the close of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit business on the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted date immediately prior to the Independent Accountants for resolutionClosing Date computed in accordance with GAAP consistently applied with the Company's prior practices, except that (a) any assets that are paid to the Seller by the Company as a dividend or distribution prior to the Closing shall be excluded from such calculation, (ib) Buyer and Shareholders' Representative 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 agents and inventory shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues calculated consistent with the Independent Accountants; (ii) valuations and calculation of inventory of the determination by the Independent Accountants, Company as set forth in the Financial Statements, less $500,000, (c) a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days reserve in the amount of the submission to the Independent Accountants of the issues remaining in dispute$250,000, shall be finalestablished to cover product warranty claims, binding and conclusive on the parties and (d) no effect shall be used in given to any purchase accounting or other similar adjustments resulting from the calculation consummation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fundtransactions contemplated herein. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. The Purchaser shall prepare a balance sheet setting forth the Net Working Capital (athe "Closing Date Balance Sheet") Within and deliver the Closing Date Balance Sheet to the Seller and the Purchaser within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing. The Closing Date Balance Sheet, which Sheet shall be prepared (i) in accordance with GAAP applied in a manner consistent with conclusive for the past practice purposes of the Company, adjustments described in this Section 2.03 except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheetextent, such draft shall constitute if any, that the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance SheetSeller delivers, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft date on which the Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts Sheet is delivered to resolve any such objections. If Shareholders' Representative duly gives Buyer such the Seller, a written notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect Purchaser taking exception to the Closing Date Balance Sheet and specifying in reasonable detail the calculation nature and extent of any such exception (it being understood that any amounts not so disputed shall be paid promptly). Upon request by the Seller at any time after receipt of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection noticeBalance Sheet, Buyer and Shareholders' Representative the Purchaser shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted make available to the Independent Accountants for resolutionSeller and its representatives, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing it together with such other documents as the draft Closing Date Balance Sheet Seller may reasonably request in connection with its review thereof. If an exception raised by the Seller is disputed by the Purchaser, then the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If, after a period of fifteen (15) days following the date on which the Seller gives notice of any exception to the Purchaser, such exception still remains disputed, then the Purchaser and the Seller shall engage a mutually acceptable independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve any remaining dispute. The Accounting Firm shall act as an arbitrator to determine only those issues still in dispute and shall have access to all documents, working papers, facilities and personnel necessary for the Accounting Firm to make an independent determination as to the matters in dispute. If the Accounting Firm reasonably determines it is necessary to conduct an audit of the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during resolve the preparation by Buyer dispute, then the Accounting Firm may conduct such an audit. The decision of the draft Closing Date Balance Sheet Accounting Firm shall be final and binding for purposes of this Section 2.03. The fees and expenses of the Accounting Firm shall be paid by the party whose last proposed offer for settlement of the Net Working Capital was farther from the determination of the Accounting Firm; provided, however, that in the event that the determinations of the Purchaser and the resolution Seller of any objections with respect theretothe Net Working Capital were both within five percent (5%) of the determination of the Net Working Capital by the Accounting Firm, then the fees and expenses of the Accounting Firm shall be equally split between the Purchaser and the Seller.

Closing Date Balance Sheet. (a) Within thirty (30) days after As promptly as practicable following the Closing Date, Buyer shall but in no event more than ninety (90) days following the Closing Date, Purchaser will prepare and deliver to Shareholders' Representative the Sellers (i) a draft pro forma balance sheet as of the Business Day immediately preceding the Closing Date Balance SheetDate, which shall be prepared (i) in accordance with GAAP applied in on a manner basis consistent with the past practice preparation of the CompanyBalance Sheet, except as otherwise specifically required by if the Net Worth Methodology Business Day immediately preceding the Closing Date were the end of a fiscal year, and which shall set forth the Purchased Assets, the Excluded Cash and Assumed Liabilities as of the Closing Date (the “Closing Date Balance Sheet”) and (ii) a statement based on the Closing Date Balance Sheet setting forth Purchaser’s calculation of Closing Date Net Working Capital. Purchaser shall permit Sellers to review and to have reasonable access to the financial records of the Business for purposes of reviewing the Closing Date Balance Sheet and the Closing Date Net Working Capital determination during the thirty (30) day period set forth in a manner consistent Section 2.11(b). For the avoidance of doubt, to the extent known or reasonably estimable, any Liabilities with respect to Seller Chargebacks and Seller Returns (excluding Unidentifiable Chargebacks and Unidentifiable Returns) relating to shipments prior to the December Balance SheetClosing Date in excess of the amounts reserved for Seller Chargebacks and Seller Returns shall be deducted from Closing Date Net Working Capital. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer Unless within thirty (30) days after receiving delivery of the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially , the Sellers shall deliver to Purchaser a notice setting forth, in reasonable efforts to resolve detail, any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect good faith dispute as to the Closing Date Balance Sheet Net Working Capital and the basis for such dispute (a “Dispute Notice”), Purchaser’s calculation of Closing Date Net Working Capital shall be deemed accepted by the Sellers and shall be final and binding. (c) For thirty (30) days after Purchaser’s receipt of any Dispute Notice, the Parties shall endeavor in good faith to resolve by mutual agreement all matters in the Dispute Notice to reach definitive agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Net Working Capital, which amount shall not be more than the amount thereof shown in the Sellers’ calculations delivered pursuant to Section 2.11(b) nor less than the amount thereof shown in Purchaser’s calculation delivered pursuant to Section 2.11(a). If the Parties are unable to resolve any matter in the Dispute Notice within such thirty (30) day period, Purchaser and the Sellers shall engage McGladrey & ▇▇▇▇▇▇, LLP (“McGladrey”) as the “Reviewing Accountant”; provided, however, that if McGladrey is unable or unwilling to serve as the Reviewing Accountant, Purchaser and the Sellers shall engage BDO ▇▇▇▇▇▇▇, LLP (“BDO ▇▇▇▇▇▇▇”) as the Reviewing Accountant and if both McGladrey and BDO ▇▇▇▇▇▇▇ are unable or unwilling to serve as the Reviewing Accountant, the Parties shall, within fifteen (15) days after the end of such thirty (30) day period, agree on an alternate independent accounting firm or have such selection made pursuant to the rules of the American Arbitration Association (the “AAA”) to resolve the remaining disputes. Purchaser and the Sellers will each pay one-half of the fees and expenses of the Reviewing Accountant. (d) Purchaser and the Sellers shall instruct the Reviewing Accountant to resolve the disputed matters as promptly as practicable. The Parties shall cooperate with each other and the Reviewing Accountant in connection with the matters set forth in this Section 2.11, including by furnishing such information as may be reasonably requested. Each Party shall afford the other Party the reasonable and unrestricted opportunity to participate in all communications with the Reviewing Accountant. The Reviewing Accountant will give to the Purchaser and the Sellers its written determination of its calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection noticeWorking Capital, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCooperswhich determination will be made, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolutionextent practicable, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission Reviewing Accountant’s engagement; provided, that, in no event will such final determination be greater than the amount shown in the Sellers’ calculations delivered pursuant to Section 2.11(b), or less than the amount shown on Purchaser’s calculation delivered pursuant to Section 2.11(a). The Reviewing Accountant’s determination shall be final and binding and no Party shall seek recourse to any Governmental Authority, arbitral body or otherwise, other than to collect any amounts due under this Section 2.11. Judgment may be entered to enforce the Reviewing Accountant’s determination in any court having jurisdiction over the Party against which such determination is to be enforced. (e) (i) If the Final Adjustment Amount is zero or a positive amount, then (A) the Escrow Agent shall release to the Independent Accountants Sellers, in the manner and with interest as provided in Section 2.11(f) and in accordance with the terms of the issues remaining Escrow Agreement, three million dollars ($3,000,000), and (B) Purchaser shall pay in disputecash to the Sellers, shall be finalas an adjustment to the Purchase Price, binding and conclusive on an amount equal to the parties and shall be used Final Adjustment Amount, in the calculation manner and with interest as provided in Section 2.11(f) (the “Upward Adjustment Payment”); (ii) If the Final Adjustment Amount is a negative amount, and the amount is less than or equal to three million dollars ($3,000,000), then the Escrow Agent shall (A) release to Purchaser, in accordance with the terms of the Closing Date Net WorthEscrow Agreement, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 2.11(f), an amount equal to the lesser of (x) $3,000,000 or (y) an amount equal to the Final Adjustment Amount, and (B) release to Sellers, in accordance with the terms of the Escrow Agreement, in the manner and with interest as provided in Section 2.11(f), the difference, if any, between three million dollars ($3,000,000) and the Final Adjustment Amount; and (iii) Buyer If the Final Adjustment Amount is a negative amount which exceeds three million dollars ($3,000,000), then (A) the Escrow Agent shall bear fifty percent (50%) release to Purchaser, in accordance with the terms of the fees Escrow Agreement, as an adjustment to the Purchase Price, in the manner and costs of with interest as provided in Section 2.11(f), the Independent Accountants for such determination amount equal to three million dollars ($3,000,000), and fifty percent (50%B) of such fees the Sellers shall pay in cash to Purchaser, as an adjustment to the Purchase Price, in the manner and expenses shall be paid from with interest as provided in Section 2.11(f), the Escrow Fundamount equal to the difference between the Final Adjustment Amount and three million dollars ($3,000,000) (the “Downward Adjustment Payment”). (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. Within forty-five (a) Within thirty (3045) days after the Closing Date, Buyer shall PainCare or its Affiliate will prepare and deliver to Shareholders' Representative Drs. ▇▇▇▇▇▇ and Alo a draft balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet, which shall be prepared ”). Within ten (i10) in accordance with GAAP applied in a manner consistent with the past practice business days after PainCare’s delivery of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance SheetSheet to Drs. If Shareholders' Representative has ▇▇▇▇▇▇ and Alo, Drs. ▇▇▇▇▇▇ and Alo shall, in a written notice to PainCare, either accept or describe in reasonable detail any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect proposed adjustments to the Closing Date Balance Sheet and the calculation reasons therefore, and shall include pertinent calculations. If Drs. ▇▇▇▇▇▇ and Alo fail to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such ten (10) business day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within ten (10) business days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Worth Equity Adjustment (as defined below) to PainCare. In the event that PainCare and Drs. ▇▇▇▇▇▇ and Alo are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of Buyer's any objections raised by Drs. ▇▇▇▇▇▇ and Alo, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm that PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within ten (10) business days after receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, accountant’s computation or verification. The foregoing provisions for certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and accounting firm review shall be afforded final and binding upon the opportunity to present to the Independent Accountants any material relating to the disputed issues Parties and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, there shall be final, binding and conclusive on the parties and shall be used in the calculation no right of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for appeal from such determination and fifty percent (50%) of such decision. Such accounting firm’s fees and expenses for such disputed determination shall be paid borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Escrow FundAdjustment Payment Date. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty (30) Promptly following the Closing Date, but in no event more than 90 days after following the Closing Date, Buyer shall will prepare and deliver to Shareholders' Representative Sellers (i) a draft pro forma balance sheet as of the end of the Business Day immediately preceding the Closing Date, which will be prepared in accordance with GAAP and consistently with the example provided in Section 2.10 of Sellers’ Disclosure Schedule (the “Closing Date Balance Sheet”), which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to based on the Closing Date Balance Sheet and the setting forth Buyer’s calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Working Capital. Buyer will permit an agent for Sellers to review and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted have reasonable access solely to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days financial records of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the Business necessary for such agent’s calculation of the Closing Date Net Worth; Balance Sheet and (iii) Buyer shall bear fifty percent (50%) , during normal business hours, to ▇▇▇ ▇▇▇▇▇▇ and any other employees responsible for the Closing Date Balance Sheet, and the Purchased Assets for purposes of reviewing the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time Net Working Capital determination during the preparation by Buyer 60-calendar day period set forth in Section 2.10(b); provided, however, that such investigation shall not unreasonably disrupt the Companies’ or the Business’ operations. (b) Unless within 60 calendar days after delivery of the draft Closing Date Balance Sheet an agent for Sellers delivers to Buyer a notice setting forth, in reasonable detail, any good faith dispute as to the Closing Date Net Working Capital and the resolution basis for such dispute (a “Dispute Notice”), Buyer’s calculation of the Closing Date Net Working Capital will be deemed accepted by Sellers and will be final and binding. (c) For 30 days after Buyer’s receipt of any objections Dispute Notice, an agent for Sellers and Buyer will endeavor in good faith to resolve by mutual agreement all matters in the Dispute Notice to reach definitive agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Net Working Capital, which amount will not be more than the amount thereof shown in Sellers’ calculations delivered pursuant to Section 2.10(b) (“Sellers’ Closing Date Net Working Capital”) nor less than the amount thereof shown in Buyer’s calculation delivered pursuant to Section 2.10(a) (“Buyer’s Closing Date Net Working Capital”). If the Parties are unable to resolve any matter in the Dispute Notice within such 30-calendar day period, Buyer and Sellers will engage KPMG LLP or another nationally recognized, independent accounting firm to be mutually agreed upon (the “Reviewing Accountant”). For the avoidance of doubt, no Party to this Agreement has a material relationship with respect theretoKPMG, LLP. The fees and expenses of the Reviewing Accountant will be allocated and borne by Buyer, on the one hand, and Sellers, on the other hand, based on the inverse of the percentage that the Reviewing Accountant’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Reviewing Accountant.

Closing Date Balance Sheet. Within seventy-five (a) Within thirty (3075) days after following the Closing Date, the Buyer shall will prepare and deliver to Shareholders' Representative the Seller a draft balance sheet for the Company as of the close of business on the day immediately preceding the Closing Date (the “Closing Date Balance Sheet”) and, which shall be prepared based thereon and on other information necessary to make the calculation, a calculation of the amount of (i) both the Closing Date Net Working Capital and any resulting Working Capital Adjustment (which will be calculated in the manner described herein), (ii) the Cash and Cash Equivalents and any resulting Cash and Cash Equivalents adjustment (which will be calculated in the manner described herein), (iii) the Closing Date Indebtedness and any resulting Indebtedness adjustment (which will be calculated in the manner described herein), (iv) the Transaction Expenses and any resulting Transaction Expenses adjustment (which will be calculated in the manner described herein), (v) the Pre-Closing Tax Obligations and any resulting Pre-Closing Tax Obligations adjustment (which will be calculated in the manner described herein), (vi) the Capital Expenditures Deficit and any resulting Capital Expenditures Deficit adjustment, and (vii) any resulting Closing Date Cash Payment Adjustment. The Closing Date Balance Sheet will be prepared in accordance with GAAP applied in a manner consistent with GAAP, consistently applied, and prepared applying the same accounting principles and methodologies used to prepare the Balance Sheet and applying the past practice practices of the Company, except Company (and where GAAP provides for a range of alternatives such past practices shall govern provided they are in accordance with GAAP). Whether or not the date as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to which the Closing Date Balance Sheet is required to be prepared coincides with a fiscal quarter-end or fiscal year-end of the Company, the Parties shall use customary closing procedures for the preparation thereof, including procedures with respect to accounts and adjustments. The Parties acknowledge and agree that Schedule 1.6(a) sets forth an illustration of the calculation of the Closing Date Purchase Price assuming (including the various components and line items of Net Worth within thirty (30Working Capital) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fundhad occurred on July 1, 2014. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty (30) days after the Closing Date, The Buyer shall prepare cause the Company to provide Sellers' Accountants with full and deliver complete access to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice books and records of the Company, except as Company and to otherwise specifically required by cooperate with and assist Sellers' Accountants in the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute preparation of the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance SheetUnless Buyer, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving delivery of the draft Closing Date Balance Sheet. Shareholders, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and Buyer will use their commercially reasonable efforts to resolve any specifies the basis for such objections. If Shareholders' Representative duly gives Buyer such notice of objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the calculation parties for purposes of this Agreement as of the Closing Date Net Worth within day following the end of such thirty (30) days of Buyer's receipt of Shareholders' Representative's objection noticeday period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer and Shareholdersnotifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are be submitted to the Independent Accountants for resolutionAccounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (i) and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and Shareholdersthe Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Representative shall promptly furnish or cause to be furnished to Equity included on the Independent Accountants such work papers Closing Date Balance Sheet delivered by the Sellers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iiy) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation Accounting Firm of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses Accounting Firm shall be paid from by the Escrow FundSellers. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

Closing Date Balance Sheet. (a) Within thirty one hundred and twenty (30120) days after following the Closing Date, the Buyer shall prepare or cause to be prepared, at the Buyer’s expense and deliver in good faith, and submit to Shareholders' Representative a draft the Seller an unaudited consolidated balance sheet of the Acquired Companies as of the Effective Date (the “Closing Date Balance Sheet, which ”). The Closing Date Balance Sheet shall be prepared (i) in accordance with GAAP applied consistent in a manner consistent all respects (including classification and presentation of line items) with the past practice of Company’s Past Practices (the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent “Accounting Principles”). The Seller shall cooperate with the December Buyer to the extent reasonably requested so that the Buyer may prepare or cause to be prepared the Closing Date Balance SheetSheet within the aforementioned 120-day time period. (b) If Shareholders' Representative has no objections to In the draft event the Seller disputes the Closing Date Balance SheetSheet as delivered by the Buyer, such draft the Seller shall constitute provide written notice (a “Notice of Dispute”) specifying in reasonable detail all points of disagreement with the Closing Date Balance Sheet to the Buyer within forty-five (45) days after receipt of the Closing Date Balance Sheet. If Shareholders' Representative has any objections the Seller fails to deliver a Notice of Dispute within such 45-day period, then the draft Closing Date Balance SheetSheet as delivered by the Buyer shall be used for purposes of Section 2.7. If the Seller delivers a Notice of Dispute within such 45-day period, it will deliver a detailed statement describing its objections the Buyer and the Seller shall endeavor in good faith to Buyer resolve all specified points of disagreement within thirty fifteen (3015) days after receiving the draft Buyer’s receipt of the Notice of Dispute. If the dispute is not resolved within such 15-day period, either the Buyer or the Seller may refer the dispute to the CPA Firm, which shall act as an expert and not as an arbitrator, to finally determine, as soon as practicable, all points of disagreement with respect to the Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice For purposes of objectionthe foregoing, and if each of the Buyer and Shareholders' Representative fail the Seller shall submit a proposed Closing Date Balance Sheet to resolve the issues outstanding CPA Firm and to the other Party, accompanied by such additional information explaining its position with respect to the Closing Date Balance Sheet as it desires to submit within the applicable time period described below. Each of the Buyer and the calculation Seller shall, prior to the time of such submission, be free to revise positions they have maintained in prior drafts of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection noticeBalance Sheet and related discussions, but the Buyer and Shareholders' Representative the Seller shall submit the issues remaining in dispute not be permitted to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute further modify their proposed Closing Date Balance Sheet once these are submitted to the Independent Accountants for resolutionCPA Firm. The CPA Firm shall deliver its written determination within twenty (20) days following its receipt of the Seller’s revised Closing Date Balance Sheet or such longer period of time as the CPA Firm determines necessary (not to exceed sixty (60) days). In making its determination hereunder, (i) the CPA Firm shall apply the terms of this Section 2.6, and shall not make a determination that will result in the Seller or the Buyer receiving an amount greater than the amount sought by the Seller or the Buyer, as the case may be. The CPA Firm shall make its determination based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review or investigation. The fees and expenses of the CPA Firm incurred in connection with the determination of the Closing Date Balance Sheet in accordance with this Section 2.6 shall be allocated equally between the Buyer and Shareholders' Representative the Seller. Each of the Parties shall promptly furnish or cause to be furnished to the Independent Accountants such work papers bear responsibility for their own outside counsel and other documents accounting fees and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination expenses. All determinations by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, CPA Firm shall be final, conclusive and binding and conclusive on the parties and shall be used in the calculation of with respect to the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow FundBalance Sheet. (c) The Buyer will make and the Seller shall cooperate with each other in attempting to resolve any points of disagreement referred to in Section 2.6(b), including the Buyer making reasonably available to the Seller and its representatives, to the extent reasonably requested, all books, records, work papers used related to, or relied upon by the Buyer in preparing connection with, the draft Closing Date Balance Sheet and preparation of the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times Sheet; provided, however, that the Seller and upon reasonable notice at any time during its representatives shall conduct their work in a manner that does not unreasonably interfere with or disrupt the preparation by Buyer conduct of the draft Closing Date Balance Sheet and Company after the resolution of any objections with respect theretoClosing.

Closing Date Balance Sheet. (a) Within thirty As soon as reasonably practical after the Closing (30) but in any event no later than 120 calendar days after the Closing), Purchaser, at its cost and expense, shall prepare and close the financial books and records of the Companies as of the close of business, Chicago time, on the Closing Date, Buyer and, based on such books and records, shall prepare and deliver deliver, or cause to Shareholders' Representative be prepared and delivered, to the Agent, a draft balance sheet, dated as of the effective date of the Closing (the “Closing Date Balance Sheet, which ”). The Closing Date Balance Sheet shall be prepared (i) in accordance with GAAP United States generally accepted accounting principles (“GAAP”), consistently applied in accordance with past practices of the Companies (except for the absence of footnotes), and shall present fairly the financial condition of the Companies, on a manner consistent consolidated basis, as of the close of business, Chicago time, on the Closing Date, except that the Closing Date Balance Sheet shall be prepared in accordance with the past practice of principles set forth on the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheetattached Schedule 2.2(a). (b) If Shareholders' Representative has no objections Purchaser shall deliver to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to Agent the Closing Date Balance Sheet and the include therein Purchaser’s calculation of the Closing Net Asset Position. If the Agent objects to the Closing Date Balance Sheet, including the Closing Net Worth Asset Position calculation, provided to it by Purchaser, then within thirty (30) 30 calendar days of Buyer's its receipt of Shareholders' Representative's objection noticethe Closing Date Balance Sheet, Buyer and Shareholders' Representative the Agent shall submit the issues remaining give written notice in dispute to PricewaterhouseCoopers, certified public accountants reasonable detail (the "Independent Accountants")“Notice”) of its objections to Purchaser. If issues remaining in dispute are submitted During such 30-day period, Purchaser and Purchaser’s accountants shall give the Agent and its accountants access, upon reasonable notice and during normal business hours, to all books, records and work papers of the Companies, Purchaser and its accountants related to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative 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 agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days preparation of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding Closing Date Balance Sheet and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of Asset Position. If Purchaser has not received the fees and costs of the Independent Accountants for Notice within such determination and fifty percent (50%) of such fees and expenses 30-day period, Sellers shall be paid from deemed to have no objection to the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available shall become final and binding on the parties hereto for all purposes of this Agreement. The parties shall negotiate in good faith to Shareholders' Representative at reasonable times and upon reasonable notice at resolve any time during disputes as promptly as practicable. If the preparation parties are unable to resolve all disputes within twenty calendar days of receipt by Buyer Purchaser of the draft Notice, then only the unresolved disputes shall be submitted to the Chicago office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP or, if that firm declines such engagement or if Purchaser, Target, Sellers or the Agent has (or, within the past two years, had) any material engagement with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, 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 Accountant”). The parties shall be entitled to provide the Independent Accountant with supporting documentation in connection with resolution of such disputes. The Independent Accountant shall, within 30 calendar days of its engagement, provide a final and conclusive resolution of all unresolved disputes and shall conform the Closing Date Balance Sheet, including the Closing Net Asset Position, accordingly. All references in this Agreement to the Closing Date Balance Sheet shall mean the Closing Date Balance Sheet as modified pursuant to this resolution procedure, and the resolution of the Independent Accountant shall be binding on the parties hereto, except that the foregoing shall not limit or prohibit a party from asserting a Claim and obtaining relief on account of any objections with respect theretobreach of a representation, warranty or covenant contained in this Agreement. If the Closing Net Asset Position determined by the Independent Accountant exceeds the Closing Net Asset Position set forth on the Closing Date Balance Sheet delivered to Agent by Purchaser by more than fifteen percent (15%), then the fees and expenses of the Independent Accountant shall be borne by Purchaser, and if the Closing Net Asset Position determined by the Independent Accountant does not exceed the Closing Net Asset Position set forth on the Closing Date Balance Sheet delivered to Agent by Purchaser by more than fifteen percent (15%), then the fees and expenses of the Independent Accountant shall be borne by Sellers (based on each Seller’s Total Consideration Pro-Rata Percentage of such fees and expenses).