Common use of Post-Closing Adjustment of Purchase Price Clause in Contracts

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within ninety (90) calendar days following the Closing Date, Seller shall deliver to Buyer (i) the Final Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capital. (b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within twenty (20) Business Days after such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and (ii) in the event that the Final Working Capital exceeds the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within ninety Within sixty (9060) calendar days following after the Closing Date, Seller the Buyer shall prepare, or cause to be prepared, and deliver to Buyer the Seller a written statement (ithe “Closing Statement”) that shall set forth a calculation of the Final actual Net Working Capital as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Closing Net Working Capital”), prepared in accordance with the Balance Sheet (Principles and based exclusively on the cost facts and circumstances as they existed prior to the Closing, excluding the effects of preparing such balance sheet to be borne equally between any event, act, change in circumstances or similar development arising or occurring on or after the Closing Date; provided, however, that any Current Liabilities for which the Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation becomes obligated as a result of the Final Balance Sheet and consummation of the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereontransactions contemplated hereby, if any. Buyer , shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller be included in connection with Seller’s preparation the calculation of the Final Balance Sheet and Final Statement of Closing Net Working Capital. (b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on During the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item twenty (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (3520) Business Days of BuyerDay period following the Seller’s receipt of the Final Closing Statement, the Buyer shall cooperate with the Seller and its Representatives to provide them with any information used in preparing the Closing Statement of Working Capital (reasonably requested by the “Final Adjustment Date”)Seller and its Representatives reasonably available to the Buyer. In The Closing Statement shall become final and binding on the event 20th Business Day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a dispute, Seller “Notice of Disagreement”) specifying the nature and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each amount of any disputed item within item. (c) During the ten (10) Business Days after receipt Day period following delivery of a Notice of Disagreement by the Seller of to the Dispute NoticeBuyer, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties heretoin good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within During such ten (10) Business Days after referral Day period, the Seller shall cooperate with the Buyer and its Representatives to provide them with any information used in preparing the Notice of Disagreement reasonably requested by the Buyer or its Representatives reasonably available to the Seller. Any disputed items resolved in writing between the Buyer and the Seller within such ten (10) Business Day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each disputed item specified by the Seller in the Notice of Disagreement, the Closing Statement (including the calculation of the dispute by Closing Net Working Capital) so determined shall be final and binding on the parties for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such ten (10) Business Day period, the Seller and the Buyer shall submit, in writing, to Seller’s a mutually acceptable independent public accounting firm (the “Independent Accountants Accounting Firm”), their briefs detailing their views as to the nature and Buyer’s amount of each item remaining in dispute and the calculation of the Closing Net Working Capital, and the Independent AccountantsAccounting Firm shall make a written determination as to each such disputed item and the calculation of the Closing Net Working Capital, Seller’s which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accountants and Buyer’s Independent Accountants Accounting Firm shall submit the be authorized to resolve only those items remaining in dispute for resolution to between the parties in accordance with the standards set forth in this Section 2.9 within the range of the difference between Buyer’s position with respect thereto and the Seller’s position with respect thereto. The determination of the Independent Accounting FirmFirm shall be based solely on the briefs submitted by the parties and not on independent review, which shall, and shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 2.9. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within twenty (20) Business Days after such submissionfollowing the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 10.9. The costs of any dispute resolution pursuant to this Section 2.9(c), determine including the fees and report to Seller expenses of the Independent Accounting Firm and Buyer upon such remaining disputed itemsof any enforcement of the determination thereof, and such report shall be finalborne by the parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, binding which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and conclusive shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on Seller and Buyerthe merits of the matters submitted. The fees and disbursements of the Independent Accounting Firm Representatives of each party incurred in connection with their preparation or review of the Closing Statement (including the computation of the Closing Net Working Capital) and preparation or review of any Notice of Disagreement, as applicable, shall be allocated between Seller and Buyer in borne by such party. (d) The Purchase Price shall be adjusted if the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (Closing Net Working Capital as finally determined by the Independent Accounting Firm) bears pursuant to this Section 2.9 is not equal to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Preliminary Net Working Capital shall be deemed final for as set forth on the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment DatePreliminary Closing Statement, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in for purposes of this Agreement, “Net Adjustment Amount” means an amount, which may be positive or negative, equal to the event that the Reference Closing Net Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute as finally determined pursuant to this Section 2.4(b)) to Buyer in Escrow Shares (valued at 2.9 minus the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and (ii) in the event that the Final Preliminary Net Working Capital exceeds as set forth on the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Preliminary Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.Statement;

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within ninety (90) calendar During the 60 days following after the Closing Date, Seller the Buyer shall deliver to prepare the Working Capital Schedule. The Buyer (i) shall consult with the Final Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller parties shall make reasonably available to Buyer all books and records used cooperate with one another in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereonSchedule. Within 60 days after the Closing Date, if any. the Buyer shall make reasonably available deliver to the Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required the Working Capital Schedule certified by Seller in connection with Seller’s preparation an officer of the Final Balance Sheet and Final Statement Buyer that it has been prepared in accordance with the requirements of Working CapitalSection 2.9. (b) The Final Statement During the 20 Business Day period following the Seller’s receipt of the Working Capital delivered Schedule, the Buyer shall cooperate with the Seller and its Representatives to provide them with any information used in preparing the Working Capital Schedule reasonably requested by the Seller and its Representatives and reasonably available to the Buyer. The Working Capital Schedule shall become final and binding on the 20th Business Day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. The Seller shall be deemed to have agreed with all items and amounts in the Working Capital Schedule not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be and shall be final, binding and conclusive subject to review in accordance with Section 2.9(c). Any Notice of Disagreement may reference only disagreements based on the parties hereto; provided, however, that Buyer may dispute any mathematical errors or based on amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were Schedule not determined being calculated in accordance with GAAP applied on this Section 2.9. (c) During the ten-Business Day period following delivery of a basis consistent Notice of Disagreement by the Seller to the Buyer, if any, the Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. During such ten-Business Day period, the Seller shall cooperate with the preparation Buyer and its Representatives to provide them with any information used in preparing the Notice of Company’s financial statements for Disagreement reasonably requested by the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller or its Representatives and reasonably available to the Seller. Any disputed items resolved in writing between the Buyer and the Seller within such ten Business Day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each disputed item specified by the Seller in the Notice of Disagreement and the amount of the Final Working Capital, the amount so determined shall be final and binding on the Parties for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such ten Business Day period, the Seller and the Buyer shall submit, in writing, to an independent public accounting firm (the “Dispute NoticeIndependent Accounting Firm”), specifying their briefs detailing their views as to the correct nature and amount thereof of each item remaining in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt amount of the Final Statement Working Capital, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Final Working Capital (Capital, which determination shall be final and binding on the “Final Adjustment Date”)Parties for all purposes hereunder. In The determination of the event Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such a disputedetermination in accordance with the provisions of this Section 2.9. The Independent Accounting Firm shall be Deloitte & Touche or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Seller and the Buyer shall attempt use their commercially reasonable efforts to reconcile their differences in good faith. If Seller and Buyer are unable cause the Independent Accounting Firm to reach render a resolution written decision resolving the matters submitted to each disputed item it within ten (10) 20 Business Days after receipt by Seller of following the Dispute Notice, Seller’s submission thereof. The Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts Accounting Firm shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable authorized to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the resolve only those items remaining in dispute for between the Parties in accordance with the provisions of this Section 2.9 within the range of the difference between the Buyer’s position with respect thereto and the Seller’s position with respect thereto. The Seller and the Buyer agree that judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 10.8. The costs of any dispute resolution pursuant to this Section 2.9(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which shall, within twenty (20) Business Days after such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report proportionate allocation shall be final, binding calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and conclusive shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on Seller and Buyerthe merits of the matters submitted. The fees and disbursements of the Independent Accounting Firm Representatives of each Party incurred in connection with their preparation or review of the Working Capital Schedule and preparation or review of any Notice of Disagreement, as applicable, shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of borne by such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitratorsParty. (cd) The Final Statement of Working Capital Purchase Price shall be deemed final for adjusted (the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date“Adjusted Purchase Price”), and (B) the resolution of all disputesupwards or downwards, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital exceeds if the Final Working CapitalCapital as finally determined pursuant to this Section 2.9 is greater than the Target Working Capital Amount, then the Purchase Price shall be adjusted downward upwards in an amount equal to such excess, the difference between the Final Working Capital and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordinglyTarget Working Capital Amount; and (ii) in if the event that Target Working Capital Amount is greater than the Final Working Capital exceeds the Reference Working Capitalas finally determined pursuant to this Section 2.9, then the Purchase Price shall be adjusted upward downwards in an amount equal to such excessthe difference between the Target Working Capital Amount and the Final Working Capital. (e) If the Adjusted Purchase Price is more than the Closing Date Amount, then the Buyer shall pay to the Seller, and Buyer shallif the Adjusted Purchase Price is less than the Closing Date Amount, the Seller shall pay to the Buyer, within three (3) five Business Days after the Final Working Capital becomes final, the amount of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller difference by wire transfer in immediately available funds to an account designated by Seller in writing. (d) Any payment required U.S. dollars. Amounts to be made by Seller or Buyer paid pursuant to this Section 2.4 2.9(e) shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%at an annual rate equal to the three-month LIBOR rate in effect as of the third Business Day prior to the date the payment is made (the “Agreed Rate”). Payments in respect of this Section 2.9(e) shall be made within three Business Days of final determination of the Final Working Capital pursuant to the provisions of this Section 2.9 by wire transfer of United States dollars in immediately available funds to such account or accounts as may be designated in writing by the Party entitled to such payment at least two Business Days prior to such payment date.

Post-Closing Adjustment of Purchase Price. The parties acknowledge and ----------------------------------------- agree that the Purchase Price shall to be subject to adjustment after paid at Closing will be based on the Closing as specified in this Section 2.4: (a) Audited 1998 Balance Sheet. As promptly as practicablepracticable after September 30, but in any event within ninety (90) calendar days following 1998, the Closing Date, Seller Buyer shall prepare and deliver to Buyer (i) Sellers an unaudited balance sheet of Buyer, which shall contain separate unaudited balance sheets from each of the Final Balance Sheet Sellers, on a stand alone or push down basis, as of September 30, 1998 (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon"September Statement"), if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capital. (b) The Final Statement of Working Capital delivered by Seller to Buyer which shall be deemed to be and shall be final, binding and conclusive prepared by or on the parties hereto; provided, however, that behalf of Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied generally accepted accounting principles ("GAAP") on a basis consistent with the preparation Audited 1998 Balance Sheet. The "September Base Net Value" shall hereinafter refer to the net book value of Company’s financial statements for the year ended December 31Transferred Assets less the Assumed Liabilities reflected on the September Statement. It is the intention of the parties that the September Statement shall be treated as the balance sheet of the Sellers as of the Closing Date and the Purchase Price may be subject to an adjustment as described below based thereon unless there is a September Statement Dispute (as defined below). If there is no September Statement Dispute and the September Base Net Value is less than the Audited Base Net Value, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item (the “Dispute Notice”"September Differential Amount"), specifying the amount thereof in dispute and setting forth, in reasonable detail, by which the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts September Differential Amount exceeds $150,000 shall be final, set off against the Subordinated Promissory Note in the manner set forth below. The September Statement shall be conclusive and binding and conclusive on upon the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable , unless the Sellers object in writing to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of any item or items shown on the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, September Statement within twenty (20) Business Days business days after such submissiondelivery to the Sellers of the September Statement (the "September Objection Period"). During the September Objection Period, determine the Sellers shall have reasonable access during normal business hours to all work papers of the Buyer's which were used in the preparation of the September Statement. If Buyer and report to Seller and Buyer upon such remaining disputed items, and such report the Sellers shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted unable to resolve any dispute with respect to the Independent Accounting Firm that is unsuccessfully disputed by each such party (balance sheet of Sellers as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and (ii) in the event that the Final Working Capital exceeds the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through based on the date September Statement (the "September Statement Dispute") within twenty (20) business days after delivery of payment at the rate Sellers' written objections, ▇▇▇▇▇'s Accountant will perform agreed upon procedures on the statement of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time the net book value of the Transferred Assets and the Assumed Liabilities of the Sellers as its base rate from of the Closing Date to (the date "Closing Date Statement"). The costs of such payment plus 2%procedures shall be borne equally between Buyer and Sellers.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to further adjustment after the Closing as specified in this Section 2.42.5: (a) As promptly as practicable, but in any event within ninety sixty (9060) calendar days following the Closing Date, Seller Purchaser shall deliver to Buyer (i) Seller the Final Closing Balance Sheet, together with a certificate of Purchaser certifying that the Closing Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used was prepared in connection accordance with GAAP applied on a basis consistent with the preparation of the Final Reference Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working CapitalSheet. (b) The Final Statement Subject to clause (ii) of Working Capital this Section 2.5(b), the Closing Balance Sheet delivered by Purchaser to Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer . (i) Seller may dispute any amounts reflected on the Final Statement Closing Balance Sheet to the extent the net effect of such disputed amounts in the aggregate would affect the Adjusted Working Capital, Capital but only on the basis that the amounts reflected on the Final Statement of Working Capital Closing Balance Sheet were not determined prepared in accordance with the same GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005Reference Balance Sheet; provided furtherprovided, however, that Buyer Seller shall have notified Seller Purchaser in writing of each disputed item (the “Dispute Notice”)item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five the (35ii) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within twenty (20) Business Days after such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Purchaser's Accountants, Buyer’s Independent Seller's Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Working Capital Closing Balance Sheet shall be deemed final for the purposes of this Section 2.4 2.5 upon the earliest earlier of (A1) the failure of Buyer the Seller timely to deliver notify Purchaser of a Dispute Notice to Seller within thirty-five dispute, (35) Business Days of the Final Adjustment Date, and (B2) the resolution of all disputes, pursuant to Section 2.4(b2.5(b)(ii), by Purchaser's Accountants and Seller's Accountants, and (3) the resolution of all disputes, pursuant to Section 2.5(b)(ii), by the Independent Accounting Firm. Within three (3) Business Days of the Final Statement of Working Capital Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in In the event that the Reference Agreed Estimated Adjusted Working Capital or the Default Estimated Adjusted Working Capital, as the case may be, exceeds the Final Adjusted Working CapitalCapital reflected on the final Closing Balance Sheet, then the Purchase Price shall be adjusted downward in an amount equal to the full amount by which such excessAgreed Estimated Adjusted Working Capital or Default Estimated Adjusted Working Capital, as the case may be, exceeds the Adjusted Working Capital shown on the final Closing Balance Sheet. Purchaser shall deliver written notice to Seller specifying the amount of such downward adjustment of the Purchase Price, and Seller shall, within three (3) Business Days of receipt of such determinationnotice, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer Purchaser in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; andimmediately available funds. (ii) in In the event that the Final Adjusted Working Capital reflected on the final Closing Balance Sheet exceeds the Reference Agreed Estimated Adjusted Working Capital or the Default Estimated Adjusted Working Capital, as the case may be, then the Purchase Price shall be adjusted upward in an amount equal to the full amount by which the Adjusted Working Capital shown on the final Closing Balance Sheet exceeds such excessAgreed Estimated Adjusted Working Capital or Default Estimated Adjusted Working Capital, as the case may be, and Buyer Purchaser shall, within three (3) Business Days of such determination, pay the amount of such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writingfunds. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing Date based on the value of the Product Inventory as of the Closing Date in the manner specified in this Section 2.4:2.7. (a) Set forth on Section 2.7(a) of the Disclosure Schedule, and as of July 12, 2011, is a list of the Product Inventory by lot number, indicating the number of Product units of each strength, the remaining shelf-life of the lots listed and the value of the remaining units of each lot, calculated in a manner consistent with the current prices listed on Exhibit C of the Manufacturing Agreement (“Preliminary Product Inventory Calculation”). (b) As promptly as practicable, but in any event within ninety fifteen (9015) calendar days following the Closing Date, Seller Sellers shall prepare and deliver to Buyer (i) a calculation of the Final Balance Sheet value of the Product Inventory as of the Closing Date (the cost of preparing such balance sheet to “Closing Product Inventory Calculation”), which calculation shall be borne equally between Seller prepared in a manner consistent with Section 2.7(a) above and Buyerthe value as reflected on Section 2.7(a) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working CapitalDisclosure Schedule. (bc) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer Purchaser may dispute any amounts reflected on aspect of the Final Statement of Working CapitalClosing Inventory Calculation, but only on the basis that the amounts reflected on the Final Statement of Working Capital were Closing Product Inventory Calculation was not determined prepared in accordance with GAAP applied on a basis consistent with GAAP, contains any mathematical or clerical error or does not accurately reflect the preparation actual number of Company’s financial statements for units of the year ended December 31, 2005Product Inventory as of the Closing Date; provided furtherprovided, however, that Buyer shall have notified Seller Sellers in writing of each disputed item (the “Dispute Notice”)item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five twenty (3520) Business Days of Buyer’s receipt days of the Final Statement delivery of Working Capital (the “Final Adjustment Date”)Closing Product Inventory Calculation to Buyer. In the event of such a dispute, Seller Sellers and Buyer shall attempt in good faith to reconcile their differences in good faith. If Seller and Buyer and, if they are unable to reach a resolution to each disputed item within ten twenty (1020) Business Days days after the receipt by Seller Sellers of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differenceswritten notice of dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants they shall submit the items remaining in dispute for resolution to ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of Sellers and Buyer, to another independent accounting firm of international reputation mutually acceptable to Sellers and Buyer (either ▇▇▇▇▇▇ Amper LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which Independent Accounting Firm shall, within twenty thirty (2030) Business Days days after such submission, determine and report to Seller Sellers and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller Sellers and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller Sellers and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (d) The Closing Product Inventory Calculation as submitted by Sellers to Buyer shall be deemed final, binding and conclusive on the parties for purposes of this Section 2.7 absent the submission of any written dispute by Buyer in accordance with subjection (c) The Final Statement of Working Capital set forth immediately above. In the event Buyer submits any dispute in accordance with said subsection (c), the Closing Product Inventory Calculation shall be deemed final for the purposes of this Section 2.4 2.7 upon the earliest earlier of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (Bi) the resolution of all disputes, pursuant to Section 2.4(b)disputes by Sellers and Buyer and (ii) the resolution of all disputes by the Independent Accounting Firm. Within three fifteen (315) Business Days days of the Final Statement of Working Capital Closing Product Inventory Calculation being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital amount of the Product Inventory reflected in the Preliminary Product Inventory Calculation exceeds the Final Working Capitalamount of the Product Inventory reflected in the Closing Product Inventory Calculation, then the Purchase Price shall be adjusted downward in an amount equal to such excess, excess and Seller shall, within three (3) Business Days Sellers shall pay the amount of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) excess to Buyer by wire transfer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent immediately available funds to act accordingly; andan account designated by Buyer, or (ii) in the event that the Final Working Capital amount of the Product Inventory reflected in the Closing Product Inventory Calculation exceeds the Reference Working Capitalamount of the Product Inventory reflected in the Preliminary Product Inventory Calculation, then the Purchase Price shall be adjusted upward in an amount equal to such excess, excess and Buyer shall, within three (3) Business Days shall pay the amount of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller Sellers by wire transfer in immediately available funds to an account designated by Seller in writing. (d) the Purchase Price Bank Account. Any payment required amounts to be made paid by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date either party to the date other in accordance with the immediately preceding sentence shall be made only with reference to the net book value of any portion of the Product Inventory which is the subject of such payment plus 2%adjustment and as determined in accordance with GAAP as defined herein, and not based on any other valuation of or valuation methodology applicable to such Product Inventory.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any no event within ninety (90) calendar later than 75 days following after the Closing Date, Seller the Seller, at its cost, shall deliver to Buyer the Purchaser a balance sheet (ithe "Closing Date Balance Sheet") of the Final Company and the Subsidiaries, accompanied by an independent auditor's report prepared on a statutory basis of Deloitte & Touche LLP to the effect that such Closing Date Balance Sheet presents fairly in all material respects the statutory surplus of the Company and the Subsidiaries as of the Closing Date (the cost of preparing such balance sheet to be borne equally between Seller and Buyer"Closing Date Statutory Surplus") and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used was prepared in connection accordance with SAP consistent with the preparation of the Final Balance Sheet Annual Statutory Statements and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working CapitalQuarterly Statutory Statements. (b) The Final Statement of Working Capital delivered by Within 30 days after the date on which the Purchaser has received the Closing Date Balance Sheet, the Purchaser, if the Purchaser disagrees with the Closing Date Balance Sheet, shall deliver to the Seller to Buyer a notice setting forth in reasonable detail the items or amounts with which the Purchaser disagrees and the Purchaser's proposed corrections thereto. If the Purchaser does not deliver such a notice within such 30-day period, the Purchaser shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined agree in accordance with GAAP applied on a basis consistent all respects with the preparation Closing Date Balance Sheet, except in the case of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item fraud. (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35c) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event that the Seller disagrees with any proposed corrections set forth in the Purchaser's notice, within thirty (30) days after the receipt of such notice, the Seller shall deliver to the Purchaser a dispute, Seller and Buyer shall attempt to reconcile their differences written statement in good faithreasonable detail of the Seller's objections. If the Seller does not deliver such a notice within such 30-day period, the Seller shall be deemed to agree in all respects with the Purchaser's corrections to the Closing Date Balance Sheet. If the Purchaser and Buyer are unable to reach a resolution to each the Seller cannot resolve any disputed item items within ten (10) Business Days after receipt by Seller's delivery of such written statement of objections, the Purchaser and the Seller shall cause a certified public accounting firm of national reputation reasonably acceptable to both the Dispute Notice, Seller’s Independent Accountants Purchaser and Buyer’s Independent Accountants the Seller (which shall attempt not have any material relationship with the Purchaser or the Seller or any of their respective Affiliates) (the "Neutral Auditor") to reconcile their differences, promptly review this Agreement and any resolution by them as to any such disputed amounts shall be final, binding and conclusive on the parties heretoitems. If Seller’s Independent Accountants the Seller and Buyer’s Independent Accountants the Purchaser are unable to reach a resolution agree on the Neutral Auditor, the Seller and the Purchaser shall each have the right to request that the New York, New York office of the American Arbitration Association appoint the Neutral Auditor. The Neutral Auditor shall consider only those items in the Closing Date Balance Sheet as to all disputed amounts within ten (10) Business Days after referral which the Purchaser has disagreed in its notice and such other issues as may reasonably be affected by such items. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Neutral Auditor to render its determinations as soon as practicable. The Company and the Purchaser shall, upon reasonable prior notice, provide the Purchaser, the Seller and the Neutral Auditor access to, Records and other documents and materials relating to the Company and the Subsidiaries that are relevant to a determination of the dispute by issues in dispute. The Neutral Auditor shall decide all matters relating to the procedures to be followed for resolution of the items in dispute, including those relating to the submission and receipt of information and documents; provided, however that at the request of either the Seller or the Purchaser, a meeting shall be held at which the parties may present their views, that both the Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants the Purchaser shall submit the items remaining in dispute for resolution have equal access to the Independent Accounting FirmNeutral Auditor, and that all information and documents which shalleither party delivers or makes available to the Neutral Auditor shall be furnished to the other party as well, within twenty (20) Business Days after such submission, determine and report that all information and documents which the Company delivers or makes available to the Neutral Auditor shall be furnished to both the Seller and Buyer upon such remaining the Purchaser. The Neutral Auditor shall deliver to the Purchaser and the Seller, as promptly as reasonably practicable, but no later than thirty (30) days after the Neutral Auditor is engaged, a written report setting forth its determinations with respect to the disputed items. Upon such delivery, and such report shall be finalfinal and binding upon the Purchaser and the Seller. The Purchaser and the Seller agree to execute, binding and conclusive on Seller and Buyerif requested by the Neutral Auditor, a reasonable engagement letter. The fees and disbursements expenses of the Independent Accounting Firm Neutral Auditor arising from such engagement shall be allocated between Seller paid by the parties pro rata based on where the Neutral Auditor's determination of Closing Date Statutory Surplus falls in comparison to Sierra's and Buyer in the same proportion that Purchaser's calculations; provided that, if the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (Closing Date Statutory Surplus as finally determined by the Independent Accounting Firm) bears to Neutral Auditor is greater than the total amount of determined by Sierra, the Purchaser shall bear all such remaining disputed items so submitted. In acting under this Agreementfees and expenses, Seller’s Independent Accountantsand if the Closing Date Statutory Surplus as determined by the Neutral Auditor is less than the amount determined by the Purchaser, Buyer’s Independent Accountants Sierra shall bear all such fees and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitratorsexpenses. (cd) The Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in In the event that the Reference Working Capital exceeds Closing Date Statutory Surplus, as finally determined in accordance with clause (c) above, is greater than the Final Working CapitalEstimated Statutory Surplus, then the Purchase Price shall be adjusted downward in an amount as follows: (A) If the Estimated Statutory Surplus was greater than or equal to such excess$88,730,000, then the Contingent Purchase Price shall be increased dollar-for-dollar by the amount that the Closing Date Statutory Surplus is greater than the Estimated Statutory Surplus; (B) If the Estimated Statutory Surplus was less than $88,730,000 and Seller shallthe Closing Date Statutory Surplus is equal to or less than $88,730,000, within three then the Cash Purchase Price shall be increased dollar-for-dollar by the amount that the Closing Date Statutory Surplus is greater than the Estimated Statutory Surplus; (3C) Business Days of such determinationIf the Estimated Statutory Surplus was less than $88,730,000 and the Closing Date Statutory Surplus is greater than $88,730,000, pay such then the Cash Purchase Price shall be increased by the amount (or that the applicable portion thereof not then subject to any dispute Cash Purchase Price was reduced pursuant to Section 2.4(b)1.3(b)(iii) to Buyer in Escrow Shares (valued at and the SBA Average Contingent Purchase Price shall be increased dollar-for-dollar by the amount that the Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; andDate Statutory Surplus exceeds $88,730,000. (ii) in In the event that the Final Working Capital exceeds Closing Date Statutory Surplus, as finally determined in accordance with clause (c) above, is less than the Reference Working CapitalEstimated Statutory Surplus, then the Purchase Price shall be adjusted upward as follows: (A) If the Estimated Statutory Surplus was less than $88,730,000, the Cash Purchase Price shall be decreased dollar-for-dollar by the amount the Closing Date Statutory Surplus is less than the Estimated Statutory Surplus. The Cash Purchase Price shall not be reduced below $0 as a result of this Section 1.4(d)(ii)(A), but any adjustment that would otherwise bring the Cash Purchase Price below $0 shall result in an amount a reduction of the Contingent Purchase Price. (B) If the Estimated Statutory Surplus and the Closing Date Statutory Surplus were both greater than or equal to such excess$88,730,000, then the Contingent Purchase Price shall be reduced dollar-for-dollar by the amount that the Closing Date Statutory Surplus is less than the Estimated Statutory Surplus. (C) If the Estimated Statutory Surplus was greater than or equal to $88,730,000 and Buyer shallthe Closing Date Statutory Surplus is less than $88,730,000 then (x) the Contingent Purchase Price shall be reduced by the amount that the Estimated Statutory Surplus is greater than $88,730,000 and (y) the Cash Purchase Price shall be reduced by the amount that the Closing Date Statutory Surplus is less than $88,730,000. (iii) In the event the Closing Date Statutory Surplus is equal to the Estimated Statutory Surplus, within three the Purchase Price shall not be adjusted pursuant to this Section 1.4. (3e) Within five (5) Business Days after the calculation of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute Closing Date Statutory Surplus becomes final pursuant to Section 2.4(b1.4(c)) , the Purchaser or Seller, as applicable, shall deliver to Seller the other, as applicable, by wire transfer in of immediately available funds to an account designated in writing by Seller in writingsuch other party, the amount by which the Cash Purchase Price has been adjusted, upwards or downwards, as applicable, pursuant to Section 1.4(d). (df) Any payment required As promptly as practicable, but in no event later than seventy-five (75) days after the Closing Date, Seller shall, at its sole cost and expense, determine the Fair Market Value of the Fixed Income and Preferred Securities as of the Closing Date and deliver to be made the Purchaser a written determination thereof. If the Fair Market Value of the Fixed Income and Preferred Securities as shown on such statement exceeds the SAP value thereof as shown on the Closing Date Balance Sheet then the Purchaser will pay 65% of such excess to the Seller less any amount theretofore paid by the Purchaser to the Seller or Buyer plus any amount theretofore paid by the Seller to the Purchaser pursuant to Section 2.4 shall bear interest from 1.2. If the SAP value of the Fixed Income and Preferred Securities as shown on the Closing Date through Balance Sheet exceeds the date Fair Market Value thereof as shown on such statement, then the Seller will pay 65% of payment at such excess to the rate Purchaser less any amount theretofore paid by the Seller to the Purchaser or plus any amount theretofore paid by the Purchaser to the Seller pursuant to Section 1.2. If the SAP value of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time the Fixed Income and Preferred Securities as its base rate from shown on the Closing Date Balance Sheet is equal to the date Fair Market Value thereof as shown on such statement, then the Purchaser shall pay to the Seller, or the Seller shall pay to the Purchaser, the amount paid by or to the other pursuant to Section 1.2, as applicable. Should the Purchaser disagree with the Seller's determination of the Fair Market Value of the Fixed Income and Preferred Securities, such payment plus 2%disagreement shall be governed by the procedures set forth in Sections 1.4(b) and 1.4(c), mutatis mutandis. Within five (5) Business Days after the delivery of the determination prepared pursuant to this Section 1.4(f), the Purchaser or Seller, as applicable, shall deliver to the other, as applicable, by wire transfer of immediately available funds to an account designated in writing by such other party, the amount necessitated by any determination of the value of the Fixed Income and Preferred Securities, as applicable, pursuant to this Section 1.4(f). (g) Following the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to afford the Seller and Sierra and their accountants full access during normal business hours to the books, records, facilities and employees of the Company and the Subsidiaries and shall cooperate with the Seller and Sierra and their accountants to enable Sierra to prepare, and the accountants to audit, the Closing Date Balance Sheet and to resolve any dispute with respect thereto between the Purchaser and the Seller; provided, however, that any such investigation shall be conducted in a manner which does not unreasonably interfere in any material respect with the normal operations, customer relations or employee relations of the Purchaser, the Company or any Subsidiary.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within ninety (90) calendar Within 60 days following after the Closing Date, Seller the Buyer shall prepare, or cause to be prepared, and deliver to Buyer the Seller a written statement (ithe “Closing Statement”) that shall set forth a calculation of the Final actual Net Working Capital as of 12:01 a. m. on the Closing Date (the “Closing Net Working Capital”), prepared in accordance with the Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working CapitalPrinciples. (b) During the 20 Business Day period following the Seller’s receipt of the Closing Statement, the Buyer shall cooperate with the Seller and its Representatives to provide them with any information used in preparing the Closing Statement reasonably requested by the Seller and its Representatives reasonably available to the Buyer. The Final Closing Statement shall become final and binding on the 20th Business Day following delivery thereof, unless prior to the end of Working Capital delivered by such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. The Seller shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined subject to review in accordance with GAAP applied on a basis consistent with Section 2.9(c). (c) During the preparation of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt Day period following delivery of a Notice of Disagreement by the Seller of to the Dispute NoticeBuyer, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties heretoin good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within During such ten (10) Business Days after referral Day period, the Seller shall cooperate with the Buyer and its Representatives to provide them with any information used in preparing the Notice of Disagreement reasonably requested by the Buyer or its Representatives reasonably available to the Seller. Any disputed items resolved in writing between the Buyer and the Seller within such ten (10) Business Day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each disputed item specified by the Seller in the Notice of Disagreement, the Closing Statement (including the calculation of the dispute by Closing Net Working Capital) so determined shall be final and binding on the parties for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such ten (10) Business Day period, the Seller and the Buyer shall submit, in writing, to Seller’s a mutually acceptable independent public accounting firm (the “Independent Accountants Accounting Firm”), their briefs detailing their views as to the nature and Buyer’s amount of each item remaining in dispute and the calculation of the Closing Net Working Capital, and the Independent AccountantsAccounting Firm shall make a written determination as to each such disputed item and the calculation of the Closing Net Working Capital, Seller’s which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accountants and Buyer’s Independent Accountants Accounting Firm shall submit the be authorized to resolve only those items remaining in dispute for resolution to between the parties in accordance with the standards set forth in this Section 2.9 within the range of the difference between Buyer’s position with respect thereto and Seller’s position with respect thereto. The determination of the Independent Accounting FirmFirm shall be based solely on the briefs submitted by the parties and not on independent review, which shall, and shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 2.9. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within twenty (20) Business Days after such submissionfollowing the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 10.9. The costs of any dispute resolution pursuant to this Section 2.9(c), determine including the fees and report to Seller expenses of the Independent Accounting Firm and Buyer upon such remaining disputed itemsof any enforcement of the determination thereof, and such report shall be finalborne by the parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, binding which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and conclusive shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on Seller and Buyerthe merits of the matters submitted. The fees and disbursements of the Independent Accounting Firm Representatives of each party incurred in connection with their preparation or review of the Closing Statement (including the computation of the Closing Net Working Capital) and preparation or review of any Notice of Disagreement, as applicable, shall be allocated between Seller and Buyer in borne by such party. (d) The Purchase Price shall be adjusted if the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (Closing Net Working Capital as finally determined by the Independent Accounting Firm) bears pursuant to this Section 2.9 is not equal to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Preliminary Net Working Capital shall be deemed final for as set forth on the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment DatePreliminary Closing Statement, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in for purposes of this Agreement, “Net Adjustment Amount” means an amount, which may be positive or negative, equal to the event that the Reference Closing Net Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute as finally determined pursuant to this Section 2.4(b)) to Buyer in Escrow Shares (valued at 2.9 minus the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and (ii) in the event that the Final Preliminary Net Working Capital exceeds as set forth on the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Preliminary Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.Statement;

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within ninety (90) calendar Within 90 days following after the Closing Date, Seller the Buyer shall prepare, or cause to be prepared, and deliver to Buyer the Sellers’ Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a balance sheet of the Final Balance Sheet Company, as of immediately prior to the Effective Time (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and “Closing Balance Sheet”), (ii) a calculation of the Final Statement of actual Working Capital (the “Closing Working Capital”), determined as of immediately prior to the Effective Time and without giving effect to the Transaction, and (iii) the Transaction Expenses as of immediately prior to the Effective Time (the “Closing Transaction Expenses”). Seller Closing Working Capital shall make reasonably available to Buyer all books and records used be calculated in connection accordance with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working CapitalPrinciples. (b) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Working Capital delivered by Seller to Buyer as set forth in the Final Closing Statement. The Sellers shall be deemed to have agreed with all items and amounts of Closing Working Capital not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be and shall be final, binding and conclusive subject to review in accordance with Section 2.6(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the parties hereto; provided, however, that Buyer may dispute any amounts Closing Working Capital as reflected on the Final Closing Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined being calculated in accordance with GAAP applied on a basis consistent with this Section 2.6. (c) During the preparation 15-day period following delivery of Company’s financial statements for the year ended December 31Notice of Disagreement (if delivered by the Sellers’ Representative pursuant to Section 2.6(b)) by the Sellers’ Representative to the Buyer, 2005; provided further, however, that Buyer the parties in good faith shall have notified Seller seek to resolve in writing any differences that they may have with respect to the Final Closing Statement. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within such 15-day period shall be final and binding with respect to such items, and if the Sellers’ Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Sellers’ Representative in the Notice of Disagreement, the amount so determined shall be final and binding on the parties for all purposes hereunder. If the Sellers’ Representative and the Buyer have not resolved all such differences by the end of such 15-day period, the Sellers’ Representative and the Buyer shall submit, in writing, to an independent public accounting firm (the “Dispute NoticeIndependent Accounting Firm”), specifying their briefs detailing their views as to the correct nature and amount thereof of each item remaining in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of and the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such Independent Accounting Firm shall make a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution written determination as to each such disputed item within ten (10) Business Days after receipt by Seller of the Dispute Noticeitem, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts which determination shall be final, final and binding and conclusive on the parties heretofor all purposes hereunder. If Seller’s The Independent Accountants Accounting Firm shall consider only those items and amounts in the Sellers’ Representative and the Buyer’s Independent Accountants respective positions that are identified as being items and amounts to which the Sellers’ Representative and the Buyer have been unable to reach agree. In resolving any disputed item, the Independent Accounting Firm may not assign a resolution value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be G▇▇▇▇ ▇▇▇▇▇▇▇▇ or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Sellers’ Representative and the Buyer. The Buyer and Sellers’ Representative agree to all disputed amounts within ten (10) Business Days after referral of the dispute execute, if requested by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within twenty (20) Business Days after such submission, determine a reasonable engagement letter in customary form. The Sellers’ Representative and report the Buyer shall use their commercially reasonable efforts to Seller and Buyer upon such remaining disputed itemscause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and such report shall in any event within 30 days following the submission thereof. Judgment may be final, binding and conclusive on Seller and Buyer. The fees and disbursements entered upon the written determination of the Independent Accounting Firm shall be allocated between Seller and Buyer in accordance with the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submittedprocedures set forth in Section 11.9. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall will be entitled to the privileges and immunities of arbitratorsan arbitrator. (cd) The Final Statement costs of Working Capital any dispute resolution pursuant to Section 2.6(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be deemed final for borne by the purposes Sellers and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of this Section 2.4 upon the earliest amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of (A) such firm is rendered on the failure merits of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Adjustment DateClosing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Sellers will (B) in the case of the Sellers, prior to the Closing and, in the case of the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of all disputesany adjustment to the Estimated Purchase Price contemplated by this Section 2.6) afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records relating to the Company, the Business, the Shares and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.6. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Estimated Purchase Price as specified in this Section 2.6; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. In no event shall either party be obligated to disclose or provide access to work papers or any other books and records if such disclosure or access would, in the reasonable opinion of such party’s legal advisors, result in, or be reasonably likely to result in, the waiver of any legal privilege or work product protection. For clarity, any information disclosed or made available pursuant to this subpart (e) shall be subject to Section 2.4(b). Within three 6.5. (3f) Business Days of the Final Statement of Working Capital being deemed final, a The Estimated Purchase Price adjustment shall be made adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, all of amounts set forth in this Section 2.6(f)(i) shall, without duplication, be aggregated and be referred to as the event that “Net Adjustment Amount” (which may be positive or negative): (A) the Reference amount (which may be positive or negative) equal to the Closing Working Capital exceeds as finally determined pursuant to this Section 2.6, minus the Final Estimated Working Capital; and (B) the amount (which may be positive or negative) equal to the Closing Transaction Expenses as finally determined pursuant to this Section 2.6, then minus the Estimated Transaction Expenses. (ii) If the Net Adjustment Amount is positive, the Estimated Purchase Price shall be adjusted downward upwards in an amount equal to the Net Adjustment Amount and the Buyer shall pay the Net Adjustment Amount to the Sellers (in proportion to their respective percentages set forth on Schedule 2.3), to the bank accounts designated in writing by the Sellers (such excess, and Seller shall, designation to be made within three (3) two Business Days of such determination, pay such amount (after the Final Closing Statement becomes or is deemed final and binding) within five Business Days following the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at date upon which the SBA Average Final Closing Price) and/or cash Statement becomes final and binding and the Parties shall authorize cause the Escrow Agent to act accordingly; andrelease the Working Capital Escrow Amount to the Sellers, as directed by the Sellers’ Representative. (iiiii) If the Net Adjustment Amount is negative (in which case the event that Net Adjustment Amount for purposes of this clause (iii) shall be deemed to be equal to the Final Working Capital exceeds absolute value of such amount), the Reference Working Capital, then the Estimated Purchase Price shall be adjusted upward downwards in an amount equal to the Net Adjustment Amount and the Buyer may deliver written notice to the Escrow Agent and the Sellers’ Representative specifying such excessNet Adjustment Amount, and the Escrow Agent shall pay to the Buyer shallthe Net Adjustment Amount out of the Working Capital Escrow Amount and shall pay to the Sellers, as directed by the Sellers’ Representative, the remaining balance of the Working Capital Escrow Amount, all in accordance with the terms of the Escrow Agreement. In the event that the Working Capital Escrow Amount is insufficient to cover the Net Adjustment Amount, each Seller shall be obligated pay such Seller’s respective portion (based on such Seller’s respective percentage set forth on Schedule 2.3) of the remaining Net Adjustment Amount to a bank account designated in writing by the Buyer (such designation to be made within three (3) two Business Days after the Final Closing Statement becomes or is deemed final and binding) within five Business Days following the date upon which the Final Closing Statement becomes final and binding. In the event that a Seller fails to pay all or part of the Net Adjustment Amount within the time period specified in the immediately preceding sentence, the Buyer may deliver written notice to the Escrow Agent and the Sellers’ Representative specifying such unpaid amount, and the Escrow Agent shall pay such amount out of the Escrow Fund to the Buyer in accordance with the terms of the Escrow Agreement; provided, that such Seller shall (a) promptly restore the Escrow Fund to the extent any funds are so paid and (b) remain liable in the event the Escrow Fund is insufficient to cover the amount of such determination, deficiency for which such Seller is or may be liable. No failure on the part of the Buyer to deliver a notice as specified in the immediately preceding sentence shall relieve any Seller of such Seller’s obligation to pay the amount of such excess (or deficiency to the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writingBuyer. (dg) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date Except to the date of such payment plus 2%extent otherwise required under applicable Law, the parties and their respective Affiliates shall treat any and all payments under Section 2.6(f) as adjustments to the Purchase Price for Tax purposes.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.42.10: (a) As promptly as practicable, but in any event within ninety (90) 90 calendar days following the Closing Date, Seller the Sellers shall deliver to Buyer the Purchasers (i) an audited balance sheet (the "Final Balance Sheet Sheet") (the cost of preparing such balance sheet audit to be borne equally between Seller the Sellers and Buyerthe Purchaser) in respect of the Business, together with a report thereon of the Sellers' Accountants that such statement fairly presents in all material respects the Business at the Final Adjustment Date in conformity with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements for the fiscal year ended 1999, and (ii) a statement (the "Final Statement of Working Capital") of the Working Capital in respect of the Business at the Final Adjustment Date (the "Final Working Capital") as derived from the Final Balance Sheet. Seller The Sellers shall cause the auditors to make reasonably available to Buyer the Purchaser all books and records work papers used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working CapitalSheet. (b) The Final Statement of Working Capital delivered by Seller the Sellers to Buyer the Purchasers shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer the Purchaser may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with U.S. GAAP applied on a basis consistent with the preparation of Company’s financial statements the Financial Statements for the fiscal year ended December 31, 20051999; provided further, however, that Buyer the Purchaser shall have notified Seller the Sellers in writing of each disputed item (the “"Dispute Notice”"), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) twenty Business Days of Buyer’s the Purchaser's receipt of the Final Statement of Working Capital (the “Final Adjustment Date”)Capital. In the event of such a dispute, Seller the Sellers and Buyer the Purchaser shall attempt to reconcile their differences in good faith. If Seller the Sellers and Buyer the Purchaser are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller the Sellers of the Dispute Notice, Seller’s Independent the Sellers' Accountants and Buyer’s Independent the Purchasers' Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent the Sellers' Accountants and Buyer’s Independent the Purchasers' Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller the Sellers and Buyer the U.S. Purchaser to Seller’s Independent the Sellers' Accountants and Buyer’s Independent the Purchasers' Accountants, Seller’s Independent the Sellers' Accountants and Buyer’s Independent the Purchasers' Accountants shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to the Sellers and the Purchaser (such accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, within twenty (20) Business Days after such submission, determine and report to Seller the Sellers and Buyer the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller the Sellers and Buyerthe Purchasers. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller the Sellers and Buyer the Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent the Sellers' Accountants, Buyer’s Independent the Purchasers' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.4 2.10 upon the earliest of (A) the failure of Buyer the Purchaser to deliver a Dispute Notice to Seller the Sellers within thirty-five (35) twenty Business Days of the Sellers' delivery of the Final Adjustment DateStatement of Working Capital to the Purchasers, and (B) the resolution of all disputes, pursuant to Section 2.4(b2.10(b), by the Sellers and the Purchaser, (C) the resolution of all disputes, pursuant to Section 2.10(b), by the Sellers' Accountants and the Purchasers' Accountants and (D) the resolution of all disputes, pursuant to Section 2.10(b), by the Independent Accounting Firm. Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller the Sellers shall, within three (3) Business Days of such determination, pay such amount (or plus the applicable portion thereof not then subject Offset Amount to any dispute pursuant to Section 2.4(b)) to Buyer the Purchaser by wire transfer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordinglyimmediately available funds; and (ii) in the event that the Final Working Capital exceeds the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess (the "Adjustment Amount"), and (A) in the event that the Adjustment Amount exceeds the Offset Amount, the Sellers shall deliver written notice to the Purchaser specifying the net amount of such excess, and Buyer the Purchaser shall, within three Business Days of receipt of such notice, pay such excess amount to the Sellers by wire transfer in immediately available funds, or (3B) in the event that the Offset Amount exceeds the Adjustment Amount, the Sellers shall, within three Business Days of such determination, pay such excess (or to the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller Purchaser by wire transfer in immediately available funds to an account designated by Seller in writingfunds. (d) The Purchaser agrees that following the Closing through the date that payment, if any, is made pursuant to Section 2.10(c), it shall, and it shall cause the other Purchasers to, not take any actions with respect to any accounting books, records, policy or procedure on which the Final Statement of Working Capital is to be based that would make it impossible, impracticable or difficult to calculate Working Capital in the manner and utilizing the methods required hereby. (e) Any payment required to be made by Seller the Sellers or Buyer the Purchaser pursuant to Section 2.4 2.10 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.. ARTICLE III

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within ninety (90) calendar Within 60 days following after the Closing Date, Seller the Buyer shall deliver to Buyer the Sellers a statement (the “Closing Adjustment Statement”) setting forth the Buyer’s calculation of (i) the Final Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and Closing Net Working Capital, (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books Closing Debt and records used (iii) the Section 338(h)(10) Cost; provided, that no purchase accounting adjustments in connection with the preparation respect of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer transactions contemplated by this Agreement shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capitalbe made. (b) During the 20 Business Day period following the Sellers’ receipt of the Closing Adjustment Statement, the Buyer shall provide the Sellers and their officers, directors, principals, employees who need to know, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) with access to the working papers of the Buyer relating to the Closing Adjustment Statement, and the Buyer shall cooperate with the Sellers and their Representatives to provide them with any other information used in preparing the Closing Adjustment Statement reasonably requested by the Sellers and their Representatives. The Final Closing Adjustment Statement shall become final and binding on the 20th Business Day following delivery thereof, unless prior to the end of Working Capital delivered by Seller such period, the Sellers deliver to the Buyer written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. The Sellers shall be deemed to have agreed with all items and amounts in the Closing Adjustment Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be and shall be final, binding and conclusive subject to review pursuant to Section 2.3(c). Any Notice of Disagreement may reference only disagreements based on the parties hereto; provided, however, that Buyer may dispute any mathematical errors or based on amounts reflected on the Final Closing Adjustment Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined being calculated in accordance with GAAP applied on this Agreement and Schedule 1.1(b) of the Disclosure Letter. (c) During the 10 Business Day period following delivery of a basis consistent Notice of Disagreement by the Sellers to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. During such 10 Business Day period, the Sellers shall provide the Buyer and its Representatives with access to the working papers of the Sellers relating to such Notice of Disagreement, and the Sellers and their auditors shall cooperate with the Buyer and its Representatives to provide them with any other information used in preparation of Company’s financial statements for such Notice of Disagreement reasonably requested by the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller or its auditors. Any disputed items resolved in writing between the Sellers and the Buyer within such 10 Business Day period shall be final and binding with respect to such items, and if the Sellers and the Buyer agree in writing on the resolution of each disputed item specified by the Sellers in the Notice of Disagreement, the amount of the Closing Net Working Capital, the Closing Debt and/or the Section 338(h)(10) Cost so determined shall be final and binding on the parties for all purposes hereunder. If the Sellers and the Buyer have not resolved all such differences by the end of such 10 Business Day period, the Sellers and the Buyer shall submit, in writing, to a national independent public accounting firm mutually acceptable to the parties (the “Dispute NoticeIndependent Accounting Firm”), specifying briefs detailing their views as to the correct nature and amount thereof of each item remaining in dispute and setting forth, in reasonable detailthe amount of the Closing Net Working Capital, the basis Closing Debt and/or the Section 338(h)(10) Cost, as applicable, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, the Closing Debt and/or the Section 338(h)(10) Cost, as applicable, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 2.3 within the range of the difference between the Buyer’s position with respect thereto and the Sellers’ position with respect thereto. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such disputedetermination in accordance with the provisions of this Section 2.3. The Independent Accounting Firm shall be PricewaterhouseCoopers or, if such firm is unable or unwilling to act, such other “Big 4” independent public accounting firm as shall be agreed in writing by the Sellers and the Buyer. The Sellers and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty-five (35) 20 Business Days of Buyer’s receipt following the submission thereof. Judgment may be entered upon the written determination of the Final Independent Accounting Firm in any court of competent jurisdiction. The costs of the Independent Accounting Firm, shall be borne by the parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the auditors and other Representatives of each party incurred in connection with their preparation or review of the Closing Adjustment Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (d) (i) if the Closing Net Working Capital as finally determined pursuant to this Section 2.3 is greater than the Estimated Closing Net Working Capital, the Buyer shall pay such excess to the Sellers in accordance with Section 2.3(e); (ii) if the “Final Adjustment Date”Closing Net Working Capital as finally determined pursuant to this Section 2.3 is less than the Estimated Closing Net Working Capital, the Sellers shall pay such deficiency to the Buyer in accordance with Section 2.3(e); (iii) if the Closing Debt as finally determined pursuant to this Section 2.3 is less than the Estimated Closing Debt, the Buyer shall pay such deficiency to the Sellers in accordance with Section 2.3(e); (iv) if the Closing Debt as finally determined pursuant to this Section 2.3 is greater than the Estimated Closing Debt, the Sellers shall pay such excess to the Buyer in accordance with Section 2.3(e); (v) if the Section 338(h)(10) Cost as finally determined pursuant to this Section 2.3 is less than the Estimated Section 338(h)(10) Cost, the Sellers shall pay such deficiency to the Buyer in accordance with Section 2.3(e); and (vi) if the Section 338(h)(10) Cost as finally determined pursuant to this Section 2.3 is greater than the Estimated Section 338(h)(10) Cost, the Buyer shall pay, subject to the limitations set forth in Section 6.7, such excess to the Sellers in accordance with Section 2.3(e). In If a Notice of Disagreement has been delivered to the event of such a disputeBuyer by the Sellers, Seller any payments due under this Section 2.3(d) as to which agreement has been reached shall be paid in accordance with Section 2.3(e) and Buyer any payments due under this Section 2.3(d) as to which agreement has not been reached shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item be paid within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differencesfollowing, and any resolution by them as to any disputed amounts shall be finalin accordance with, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within twenty (20’s decision with respect to the disputed matters and otherwise in accordance with Section 2.3(e). The amount of any adjustment determined under this Section 2.3(d) Business Days after such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted treated as an adjustment to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (c) The Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and (ii) in the event that the Final Working Capital exceeds the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writingfor Tax purposes. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.

Post-Closing Adjustment of Purchase Price. (i) Within sixty (60) days after the Closing, Buyer shall cause to be prepared, a balance sheet as of the Closing Date (the “Closing Balance Sheet”) for the purpose of reconciling the Working Capital as of the Closing, against the Working Capital as reported on the balance sheet delivered as part of the Business Financial Statements. The Closing Balance Sheet shall be prepared in a manner consistent with the procedures used to prepare the Business Financial Statements; provided, however, that adjustment shall be made for rebates and credits. (ii) If the Working Capital determination as of the Closing would result in an adjustment in the Purchase Price shall be subject to adjustment after the Closing as specified in accordance with this Section 2.4:, Buyer shall deliver the Closing Balance Sheet to Seller promptly upon its completion. The Closing Balance shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller shall have notified Buyer in writing of any objections thereto consistent with the provisions of this Section 2.4 within thirty (30) days after receipt thereof. The written notice under this Section 2.4 shall specify in reasonable detail each item on the Closing Balance Sheet that Seller disputes, and a summary of Seller’s reasons for such dispute. (aiii) As promptly as practicable, but in any event within ninety (90) calendar days following Disputes between Buyer and Seller relating to the Closing Date, Seller shall deliver to Buyer (i) the Final Balance Sheet which cannot be resolved by them within thirty (30) days after receipt by Buyer of the cost of preparing such balance sheet notice referred to be borne equally between Seller and Buyer) and in Section 2.4 (ii) above may be referred no later than thirty (30) days after such receipt for decision at the Final Statement insistence of Working Capitaleither party to KPMG, LLP. If KPMG, LLP is unavailable, then Buyer and Seller shall make reasonably available select an independent nationally recognized accounting firm to Buyer all books and records used decide the matter (KPMG, LLP or such other firm being referred to herein as the “Auditor”). The procedures applied by the Auditor to resolve the dispute hereunder shall be consistent with the procedures established by the Parties prior to the Closing in connection with the preparation of the Final Balance Sheet Business Financial Statements and the Final Statement of Working Capital Auditor shall not alter such accounting practices, principles and Seller’s and Seller’s Independent Accountants’ work papers thereonpolicies to be applied to the Closing Balance Sheet. To the extent the Auditor determines the procedures established by the Parties are incomplete or inadequate to resolve any particular dispute in the Closing Balance Sheet, if any. Buyer the Auditor shall make reasonably available establish procedures giving due regard to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation the intention of the Final Balance Sheet parties to resolve disputes as quickly, efficiently and Final Statement of Working Capital. (b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be finalinexpensively as possible, binding and conclusive on the parties hereto; provided, however, that Buyer which procedures may dispute any amounts reflected on the Final Statement of Working Capitalbe, but only on the basis that the amounts reflected on the Final Statement of Working Capital were need not determined be, those proposed by either party. The Parties shall then submit evidence in accordance with GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differencesprocedures established, and the Auditor shall decide the dispute in accordance therewith. The Auditor’s decision on any resolution by them as matter referred to any disputed amounts it shall be final, final and binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within twenty (20) Business Days after such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements fee of the Independent Accounting Firm Auditor shall be allocated between borne by Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitratorsequal portions. (iv) The Closing Balance Sheet shall become final and binding (the “Final Closing Balance Sheet”) upon the Parties upon the earlier of (a) the failure by Seller to object thereto within the period permitted under clause (ii) this Section 2.4 above, (b) the agreement between Buyer and Seller with respect thereto or (c) The the decision by the Auditor with respect to any disputes under clause (iii) this Section 2.4 above. (v) In the event the Working Capital, as determined on the Final Statement Closing Balance Sheet, is less than $1,079,416, such deficit amount shall be paid by Seller to Buyer within ten (10) days after completion of the Final Closing Balance Sheet. In the event the Working Capital, as determined on the Final Closing Balance Sheet, is greater than $1,079,416, such excess amount shall be paid by Buyer to Seller within ten (10) days after completion of the Final Closing Balance Sheet. If the Working Capital shall be deemed final for determination as of the purposes Closing would not result in an adjustment in the Purchase Price in accordance with this clause (v) of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Reference Working Capital exceeds the Final Working Capital2.4, then the Purchase Price Parties shall be adjusted downward in an amount equal have no further obligations to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to each other under this Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and (ii) in the event that the Final Working Capital exceeds the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing2.4. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.

Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4: (a) As promptly as practicable, but in any event within Within ninety (90) calendar days following after the Closing Date, Seller Purchaser shall deliver to Buyer (i) the Final Balance Sheet (the cost Seller a statement of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Closing Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon(“Post Closing Statement”), if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capital. (b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied prepared on a basis consistent with the preparation of Company’s financial statements for the year ended December 31Balance Sheet, 2005; provided furtherGAAP and the example set forth on Schedule 3.3 of the Disclosure Schedules, howeverwhich schedule sets forth an example of the calculation of the Closing Working Capital as if the Closing Date had occurred on June 30, that Buyer 2006. (b) Seller shall have notified Seller cause its employees and the employees of its Affiliates to assist Purchaser and its representatives in writing the preparation of each disputed item the Post Closing Statement. (c) During the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five twenty (3520) Business Days of BuyerDay period following Seller’s receipt of the Final Post Closing Statement, Purchaser shall, and shall use its commercially reasonable efforts to cause its representatives to, provide Seller and its representatives with access to the working papers of Purchaser and its representatives relating to the Post Closing Statement of Working Capital (and Purchaser shall cooperate with Seller and its representatives to provide them with any other information used in preparing the “Final Adjustment Date”)Post Closing Statement reasonably requested by Seller or its representatives. In The Post Closing Statement shall become final and binding on the event 20th Business Day following delivery thereof, unless prior to the end of such a disputeperiod, Seller delivers to Purchaser written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and Buyer amount of any disputed item. Seller shall attempt be deemed to reconcile their differences have agreed with all items and amounts in good faith. If Seller the Post Closing Statement not specifically referenced in the Notice of Disagreement, and Buyer are unable such items and amounts shall not be subject to reach a resolution to each disputed item within review in accordance with Section 3.4(d). (d) During the ten (10) Business Days after receipt Day period following delivery of a Notice of Disagreement by Seller of the Dispute Noticeto Purchaser, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties heretoin good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within During such ten (10) Business Days after referral Day period, Seller shall, and shall use its commercially reasonable efforts to cause its representatives to, provide Purchaser and its representatives with access to the working papers of Seller and its auditors relating to such Notice of Disagreement, and Seller and its auditors shall cooperate with Purchaser and its representatives to provide them with any other information used in preparation of such Notice of Disagreement reasonably requested by Purchaser or its representatives. Any disputed items resolved in writing between Seller and Purchaser within such ten (10) Business Day period shall be final and binding with respect to such items, and if Seller and Purchaser agree in writing on the resolution of each disputed item specified by Seller in the Notice of Disagreement, the amount of the Closing Working Capital so determined shall be final and binding on the parties for all purposes hereunder. If Seller and Purchaser have not resolved all such differences by the end of such ten (10) Business Day period, Seller and Purchaser shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”) their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount of the Closing Working Capital, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Working Capital, which determination shall be final and binding on the parties for all purposes hereunder. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 3.4(d). The Independent Accounting Firm shall be KPMG, LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by Seller and Buyer Purchaser. Seller and Purchaser shall use their commercially reasonable efforts to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to cause the Independent Accounting Firm, which shall, Firm to render a written decision resolving the matters submitted to it within twenty (20) Business Days after such submission, determine following the submission thereof. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 3.4 within the range of the difference between Purchaser’s position with respect thereto and report to Seller’s position with respect thereto. Seller and Buyer Purchaser agree that judgment may be entered upon such remaining disputed itemsthe written determination of the Independent Accounting Firm in any court referred to in Section 10.3. The costs of any dispute resolution pursuant to this Section 3.4(d), including the fees and such report expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be finalborne by the parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, binding which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and conclusive shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on Seller and Buyerthe merits of the matters submitted. The fees and disbursements of the Independent Accounting Firm representatives of each party incurred in connection with their preparation or review of the Post Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of borne by such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitratorsparty. (ce) The Final Statement of Working Capital Purchase Price shall be deemed final for the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Dateadjusted, and (B) the resolution of all disputesupwards or downwards, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows: (i) in if the event that the Reference Closing Working Capital exceeds as finally determined pursuant to this Section 3.4 is greater than the Final Initial Closing Working Capital, then the Purchase Price shall be adjusted downward upwards in an amount equal to such excessthe difference between the Closing Working Capital and the Initial Closing Working Capital, and Seller shall, within three (3) Business Days of such determination, Purchaser shall pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; Seller, and (ii) in if the event that the Final Initial Closing Working Capital exceeds is greater than the Reference Closing Working Capital, then Capital as finally determined pursuant to this Section 3.4 the Purchase Price shall be adjusted upward downwards in an amount equal to such excessthe difference between the Initial Closing Working Capital and the Closing Working Capital, and Buyer shall, within three (3) Business Days of such determination, Seller shall pay such excess amount to Purchaser. (or the applicable portion thereof not then subject f) Amounts to any dispute be paid pursuant to Section 2.4(b)3.4(e) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing. (d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%at a rate equal to the rate of interest from time to time announced publicly by Citibank N.A. as its prime rate, calculated on the basis of a year of 365 days and the number of days elapsed. Payments shall be made within three (3) Business Days of final determination of the Closing Working Capital pursuant to the provisions of this Section 3.4 by wire transfer of United States dollars in immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least three (3) Business Days prior to such payment date.