Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. (b) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) The Base Merger Consideration Schedule 1.6 hereto sets forth, as of March 31, 1998 (i) the combined current assets of Sellers (other than Excluded Assets), (ii) the combined current liabilities of Sellers (other than the Excluded Liabilities), and (iii) the positive amount by which (i) exceeds (ii) (the "March Adjusted Net Current Assets"). As soon as practicable following the Closing, Parent and Sub shall prepare and deliver to Sellers a statement (the "Closing Statement") setting forth, as of June 30, 1998, (i) the combined current assets of Sellers (other than Excluded Assets) (ii) the combined current liabilities of Sellers (other than the Excluded Liabilities), and (iii) the positive or negative amount obtained by subtracting (ii) from (i) (the "Closing Adjusted Net Current Assets"). If the March Adjusted Net Current Assets exceeds the Closing Adjusted Net Current Assets, Sellers shall pay to Parent or Sub, as directed by Parent, an amount equal to such excess. If the Closing Adjusted Net Current Assets exceeds the March Adjusted Net Current Assets, Sub shall pay to Sellers an aggregate amount equal to such excess. Any such payment shall be subject made in U.S. dollars (using as a currency exchange rate the rate published by the Wall Street Journal as of the Closing Date) by wire transfer to adjustment such account as specified in this Section 3.1Parent or Sellers, as the case may be, may designate. (b) Within ninety (90) days following The parties hereto intend that the Effective TimeBusiness be run for the account of Sub from June 30, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after 1998 through the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time periodDate. Without limiting the generality of the foregoing, within two weeks any funds received by Sellers from and after the ClosingJune 30, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued 1998 in respect of the Merger Consideration Adjustment Sellers' accounts receivable shall be registered under deemed held in trust by Sellers for the 1933 Act benefit of Sub pending the Closing and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companiespaid by Sellers to Sub on, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets or as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, howeversoon as practicable after, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Closing.

Post-Closing Adjustment. (a) The Base Merger Consideration Closing Balance Sheet will be prepared and finally determined as provided by this Section 2.3, whereupon all references herein to the "CLOSING BALANCE SHEET" will mean the same as so finally determined. Within sixty (60) days following Closing, Buyer will prepare the Closing Balance Sheet and deliver the same to Seller. The Closing Balance Sheet shall set forth the net equity of Altek as of the Closing Date (the "CLOSING NET EQUITY"). The Closing Balance Sheet shall be subject prepared on a basis consistent with the methodology and Ordinary Course used in the Interim Balance Sheet and, to adjustment as specified in this Section 3.1the extent consistent therewith, with GAAP consistently applied; provided, that notwithstanding the foregoing, the Closing Balance Sheet shall exclude all related party and intracompany transactions, except for those related party and intracompany transactions (other than those between Altek and Seller) involving the bona fide provision of goods and services on terms and conditions that are no less favorable to the Business than could be obtained on an arms-length basis. In the preparation of the Closing Balance Sheet, Buyer and its authorized representatives shall have the right to review the workpapers and other documents and information used by Seller and Altek to prepare the Interim Balance Sheet. (b) Within ninety After the receipt of the Closing Balance Sheet, Seller shall have ten (9010) days following to review the Effective TimeClosing Balance Sheet, CCC shall cause CCC's Accountant to audit (together with the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined workpapers used in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above)preparation thereof. The Stockholders Closing Balance Sheet shall cooperate with CCC be final and CCC's Accountant after binding on Seller, Buyer and Altek and their respective Affiliates unless the Closing Date in furnishing informationSeller objects, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a giving written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the 10th day after Seller receipt of the Financial Adjustment Notice Closing Balance Sheet, to notify CCC if they dispute such Financial Adjustment Noticeany items in the Closing Balance Sheet or computation of the Closing Net Equity. If CCC has not received Such notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from state in reasonable detail the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined initem or items in dispute, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine state the amount, if any, of any adjustment that should be made to the revised Merger Consideration Adjustment Closing Balance Sheet ("DISPUTE NOTICE"). (c) In the event of a dispute, Buyer and Seller will use their reasonable efforts to resolve any such objections and any resolution by them shall be final and binding on them. If Buyer and Seller do not resolve any such dispute within thirty (30) days after Buyer's receipt of the Dispute Notice, then Buyer and Seller shall, within five business days, submit the Closing Balance Sheet, or the resolution of only such item(s) thereof as are in dispute, to the New York City office of PricewaterhouseCoopers, LLP or such other nationally recognized firm of independent public accountants agreed upon by Seller and Buyer (the "Actual Merger ------------- Consideration AdjustmentNEUTRAL ACCOUNTANT"), for computation, verification or resolution in accordance with the provisions of this Agreement. Buyer and Seller will make readily available to such firm all relevant Books and Records (including work papers of a party's independent public accountants) as such firm reasonably requests and each party will be afforded the opportunity to present to the Neutral Accountant any material relating to the determination and to discuss the determination with the Neutral Accountant provided, however, that any materials so provided will be provided to all other parties hereto and no such discussions may take place without all other parties hereto being present, in person or otherwise, for the same. Such firm's computation or verification of the Closing Balance Sheet or resolution of such disputed item(s) thereof (as the case may be), which Buyer and Seller will instruct such firm to deliver to them within thirty (30) days after submission to such firm, will be final and binding upon the parties for all purposes, and such firm's fees and expenses therefor will be borne equally by Buyer and Seller. The Closing Balance Sheet, as so finally determined, will be annexed hereto as Schedule 2.3 subsequent to the Closing Date. (d) If the Closing Net Equity as so finally determined exceeds Eight Million One Hundred Thirty Two Thousand Dollars ($8,132,000) ("BASELINE NET EQUITY"), then the amount of such excess (the "INCREASE AMOUNT") will be paid by Buyer to Seller, within ten (10) days after such final determination. (e) If the Closing Net Equity is less than the Baseline Net Equity, then the amount of such deficiency (the "REDUCTION AMOUNT") will be paid by Seller to Buyer, within ten (10) days after such final determination. (f) All payments pursuant to Section 2.3 shall be made by wire transfer of immediately available funds to an account or accounts specified by the recipient of such payments, and such payments shall accrue no interest prior to payment on the date specified herein.

Post-Closing Adjustment. (a) The Base Merger Consideration Within thirty (30) days of the Closing Date (the "Delivery Date"), (i) GTI shall deliver to Seller a balance sheet prepared for GTI on a consolidated basis in accordance with US GAAP and reviewed in accordance with FASB 100 as of the Closing Date, together with a supporting schedule setting forth a determination of the Indebtedness for GTI on a consolidated basis as of the Closing Date (the "GTI Closing Statement"), and (ii) Seller shall deliver to GTI a balance sheet prepared for the Company and the Company Subsidiaries on a consolidated basis in accordance with US GAAP and reviewed in accordance with FASB 100 as of the Closing Date, together with a supporting schedule setting forth a determination of the Indebtedness for the Company and the Company Subsidiaries on a consolidated basis as of the Closing Date (the "Company Closing Statement", and together with the GTI Closing Statement, the "Closing Statements"). In preparing the GTI Closing Statement, any adjustment caused to the financial results of GTI that arises from the acquisition by GTI or any Subsidiary(ies) of GTI of the telephone service provider, Sibchallenge TeleCom, and an Internet service provider, Tel, in Krasnoyarsk, Russian Federation, shall not be taken into account, and the GTI Closing Statement shall be subject prepared as if such acquisitions did not (or will not) occur, provided that if such adjustment would negatively affect the net cash position of GTI and its consolidated Subsidiaries by more than US$20,000,000, then the amount in excess of US$20,000,000 by which such adjustment would affect such net cash position shall be taken into account in preparing the GTI Closing Statement. In preparing the Company Closing Statement, any adjustment caused to adjustment the financial results of the Company and the Company Subsidiaries that results from (A) the payment of fees to PricewaterhouseCoopers and American Appraisal for their services in connection with the Buyer's evaluation of the Acquisition, which in any event shall not exceed US$190,000 in the aggregate, and (B) the payment of any fees of PricewaterhouseCoopers for its services in connection with the preparation of the financial materials to be provided by the Seller in connection with GTI's proxy statement seeking shareholder approval of the issuance of the GTI Shares, which in any event shall not exceed US$100,000 in the aggregate, shall not be taken into account, and the Company Closing Statement shall be prepared as specified if such fees had not been paid. GTI will cause its employees (and the employees of its Subsidiaries and Affiliates) to assist Seller in this Section 3.1the preparation of the Company Closing Statement and to assist Seller's auditor in connection with its review of the Company Closing Statement; provided, that such assistance will not unreasonably interfere with the normal work duties of such employees. GTI will cause Seller and Seller's auditor to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, accounting books and records of the Company and the Company Subsidiaries for such purposes. (b) Within ninety (90) days following The Closing Statements will be deemed to be the Effective Timefinal, CCC shall cause CCC's Accountant to audit binding and conclusive Closing Statements (the "Post-Final Closing AuditStatements") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth for all purposes on the Financial Certificates tenth (as defined in Section 7.2010th) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant Business Day after the Closing Delivery Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net WorthNotice Deadline") unless either GTI or (ii) ------------------ a different amount than Seller delivers to the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a other Party written notice with ---- supporting documentation of its disagreement (the a "Financial Adjustment NoticeNotice of Disagreement") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment Notice Deadline specifying in reasonable detail the nature of such Party's objections to any item in the Closing Statement prepared by the other Party (the Party delivering a Notice of Disagreement is referred to as a "Disputing Party", and the Party to whom the Notice of Agreement is sent is referred to as a "Receiving Party"). Without prejudice to the Parties' respective rights under Sections 9.1 and 9.2 hereunder, each of GTI and Seller hereby waives the right to assert any objection to any item in the opposing Party's Closing Statement that is not asserted in a Notice of Disagreement delivered to such opposing Party by the Notice Deadline. If a Notice of Disagreement is timely delivered, then the set of Closing Statements that are the subject of such Notice of Disagreement will not be deemed to be final and binding for all purposes until the earlier of (1) the date GTI and Seller resolve in writing all differences they have with respect to the disputed item(s) provided for in the Notice of Disagreement or (2) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as defined below). For the avoidance of doubt, if a Notice of Disagreement is only delivered with respect to one set of Closing Statements as provided above, then the other set of Closing Statements shall be deemed final and binding for all purposes hereof. During the fifteen (15) day period following the Notice Deadline, GTI and Seller will seek in good faith to resolve any differences they may have with respect to the matters specified in any Notice of Disagreement. If, at the end of such fifteen (15) day period, GTI and Seller have not reached agreement on such matters, a Receiving Party will have five (5) Business Days to advise a Disputing Party in writing of its position with respect to each of the Merger Consideration Adjustmentproposed adjustments by the Disputing Party that are in dispute (the "Response Letter"). Promptly following the end of such five (5) Business Day period, CCC should split or combine GTI and Seller will jointly engage an accounting firm of recognized international standing, the CCC Common Stockauditing division of which has not been engaged by, or pay a stock dividend paid, in the aggregate, fees in excess of US$100,000 (or other stock distribution the equivalent thereof in CCC Common Stock, or otherwise change the CCC Common Stock into any other securitiescurrency) by, GTI, Seller or any of their respective Affiliates in any one year within the three year period preceding the Closing Date (the "Unaffiliated Firm"), to resolve the matters which remain in dispute with respect to the disputed Closing Statements. In connection with such engagement, each of GTI and Seller agrees to execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, GTI and/or Seller, as applicable, will provide the Unaffiliated Firm with a copy of this Agreement, the Closing Statements that are the subject of each Notice of Disagreement, each Notice of Disagreement and each Response Letter. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from either GTI or Seller as it deems appropriate, provided, that a copy of any such submission will be provided to the other Party at the same time as it is provided to the Unaffiliated Firm. Neither GTI nor Seller will make (nor permit any of its Subsidiaries or Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm, nor will either such Party communicate (nor permit any of its Subsidiaries or Affiliates to communicate) with the Unaffiliated Firm without providing such other dividend or distribution on Party a reasonable opportunity to participate in such communication with the CCC Common Stock Unaffiliated Firm (other than normal quarterly dividends, as with respect to written submissions in response to the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part written request of the Merger Consideration Adjustment Unaffiliated Firm). From the date that the initial documents are submitted to the Unaffiliated Firm as provided herein, the Unaffiliated Firm will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from to review the receipt documents provided to it pursuant to this Section 2.8(b). Within such period, the Unaffiliated Firm will furnish simultaneously to both parties its written determination with respect to each of the Financial Adjustment Notice items in dispute submitted to notify CCC it for resolution. The Unaffiliated Firm will resolve the differences submitted to it based solely upon the information provided to the Unaffiliated Firm by GTI and Seller pursuant to the terms of this Agreement (and not by independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether the disputed Closing Statements were properly prepared with respect to the individual items on the Closing Statements in dispute (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than the Closing Statements in dispute and amounts set forth therein). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by either Party or less than the lowest value for such item asserted by either Party. The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding upon GTI and Seller. The fees of the Unaffiliated Firm will be borne by GTI and Seller in the same proportion that the US Dollar amount of disputed items lost by a Party bears to the total US Dollar amount in dispute resolved by the Unaffiliated Firm. Each of GTI and Seller will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with matters contemplated by this Section 2.8(b). (c) Upon resolution of the disputed items (if they dispute any) under the Closing Statements as provided in the foregoing Section 2.8(b), the Closing Statements shall be deemed to be the Final Closing Statements for all purposes hereof. Using the relevant numbers set forth below for September 30, 2003 and December 31, 2003, a straight-line interpolation of Indebtedness for each Party for the period between September 30, 2003 and the Closing Date shall be calculated (the "Required Indebtedness"). The Required Indebtedness for each Party shall be compared to the appropriate amount of Indebtedness set out in the Final Closing Statements (the "Closing Indebtedness"). ------------------------------------------------------------------------------------------------------------- GTI GTI COMPANY RESULTS FOR COMPANY RESULTS FOR RESULTS FOR THE RESULTS FOR THE THE NINE MONTHS THE TWELVE MONTHS NINE MONTHS TWELVE MONTHS ENDED ENDED 9/30/03 ENDED 12/31/03 ENDED 9/30/03 12/31/03 ------------------------------------------------------------------------------------------------------------- INDEBTEDNESS 2.7 (0.6) (41.0) (50.0) ------------------------------------------------------------------------------------------------------------- If this comparison shows that the Company has failed to meet its Required Indebtedness target (by having more Indebtedness than the amount of such Financial Adjustment Noticetarget and/or less cash such that the net cash position of the Company is less than the amount of such target), Seller shall pay to GTI the difference between its Closing Indebtedness and its Required Indebtedness. If CCC this comparison shows that GTI has not received notice failed to meet its Required Indebtedness target (by having more Indebtedness and/or less cash such that the net cash position of GTI is less than the amount of such target), GTI shall pay to Seller the difference between its Closing Indebtedness and its Required Indebtedness. If, upon the calculations required by this Section 2.8 having been performed, it is determined that each of GTI and Seller would be required to make a payment hereunder, then only the net amount of such payment shall be required to be made by either GTI or the Seller, as the case may be. Any payment required under this Section 2.8(c) will be made by wire transfer of immediately available US Dollars to a bank account designated by GTI or Seller, as the case may be, within five (5) Business Days after the date that the Closing Statements are deemed to be the Final Closing Statements hereunder. If a Party fails to pay any amount required under this Section 2.8(c) in a timely manner, such dispute within amount will bear interest from (and including) the date such 30amount was due to be paid to (but excluding) the date of payment (calculated based upon actual days elapsed in a 365-day periodyear) at a fluctuating rate per annum equal to the then current six-month London Inter-Bank Offered Rate, (ias published in the Financial Times on the date(s) CCC of determination thereof, plus 5%. Neither GTI nor Seller shall be entitled to receive promptly pro rata from recover any amounts under Section 9.1 or 9.2, as the Stockholders (case may be, in respect of any claim for a failure by the Company or GTI, as the case may be, to meet their respective Indebtedness targets for which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, GTI or Seller have been paid under this Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If2.8; provided, however, that any claim made by a Party under Section 9.1 or 9.2, as the Stockholders (through case may be, in respect of objections specified in a Notice of Disagreement delivered by such Party may be aggregated for purposes of reaching the Group Representativethresholds under Sections 9.1(ii) have delivered notice of such a dispute to CCC within such 30-day periodor 9.2(ii), then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"as applicable.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. (b) Within ninety (90) days following the Effective TimeClosing Date, CCC the Buyers shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company be prepared and delivered to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicableMallinckrodt UK a written statement setting out, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing informationreasonable detail, documents, evidence and other assistance to CCC's Accountant to facilitate the completion a calculation of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or Working Capital, (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT Closing Working Capital Adjustment, (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (Aiii) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBITIndebtedness, (Biv) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyCash, and (Cv) the number of shares issued as part Closing Net Cash, which when considered together, results in the calculation of the Base Merger Consideration that would have been issuable at Final Purchase Price from Buyers’ viewpoint, as well as the Buyers’ view of (vi) the R&D Lab Construction Pre- Closing had Costs and (vii) the Actual IT Carve-Out Pre-Closing Net Worth Costs (altogether the “Final Closing Statement”), together with all related supporting schedules, calculations and documentation reasonably appropriate to support the Actual Adjusted EBIT been used amounts set forth therein. During the forty-five (45) days after the date Mallinckrodt UK receives the Final Closing Statement, when and as reasonably requested, the Buyers shall, and shall cause their officers, directors, employees and accountants to determine the need for any adjustments afford Mallinckrodt UK and its authorized representatives reasonable access to the Base Merger Consideration as set forth in (B) above. The differences between offices, books and records necessary for a review by Mallinckrodt UK of the respective amounts set forth in the Final Closing Statement and to take copies of the same, provided however that (Bx) any such access or furnishing of information shall be conducted during normal business hours and in such manner as not to interfere with the normal operations of the Business and (Cy) and Mallinckrodt UK shall bear all of its own costs in connection with its review of the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase set forth in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed Final Closing Statement. The Buyers will charge no amount to Mallinckrodt UK for the time spent by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. IfBuyers’ officers, on or prior to the payment of the Merger Consideration Adjustmentdirectors, CCC should split or combine the CCC Common Stockemployees, or pay a stock dividend accountants or other stock distribution representatives in CCC Common Stock, or otherwise change connection with the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketforegoing. (cb) The stockholders If Mallinckrodt UK disputes any amount or item set forth in the Final Closing Statement as calculated by the Buyers, not more than forty-five (45) days after the date Mallinckrodt UK receives the Final Closing Statement, Mallinckrodt UK shall deliver to the Buyers a written notice, specifying in reasonable detail all points of disagreement with the Buyers’ Final Closing Statement and setting forth revised calculations for any of the Group Companiesamounts and items set forth in the Final Closing Statement, including including, without limitation, any revision to the StockholdersFinal Purchase Price, through the Group RepresentativeR&D Lab Construction Pre-Closing Costs or the IT Carve-Out Pre-Closing Costs (the “Notice of Dispute”), it being understood that all items and amounts in the Final Closing Statement not specifically referenced as being in dispute in the Notice of Dispute shall be deemed to have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Noticebeen agreed upon, and shall be final, for all purposes hereof. If CCC has not received notice no Notice of any such dispute Dispute is delivered by Mallinckrodt UK to the Buyers within such 30forty-five (45) day period, (i) CCC it shall be entitled to receive promptly pro rata from conclusively presumed that the Stockholders (which may, at CCC's sole discretion, be from Final Closing Statement and thus the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, howeverFinal Purchase Price, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30R&D Lab Construction Pre-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates Closing Costs and the Financial Adjustment Notice (IT Carve-Out Pre-Closing Costs and related information) to determine all other amounts and items set forth therein as prepared by the amount, if any, Buyers have been agreed upon for all purposes of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"this Section 2.

Post-Closing Adjustment. (a) The Base Promptly after the Closing Date, and in any event not later than thirty (30) days following the Closing Date, Purchaser shall cause the Surviving Corporation to prepare and deliver to the Equityholders’ Representative a statement (the “Closing Statement”) setting forth: (A) the Surviving Corporation’s good faith calculations (the “Surviving Corporation’s Proposed Calculations”) of (1) the amount of the Closing Cash, (2) the amount of any Company Transaction Expenses not (x) paid by the Company prior to the Effective Time, or (y) deducted in connection with the calculation of the Estimated Aggregate Common Stock Merger Consideration Payable at Closing, and (3) the amount of the Closing Indebtedness, and (B) a recalculation of the Estimated Aggregate Common Stock Merger Consideration Payable at Closing based on such amounts. Prior to and following delivery by the Surviving Corporation of the Closing Statement, the Surviving Corporation shall be subject provide the Equityholders’ Representative and its Representatives with prompt and reasonable access to adjustment the books and records of the Surviving Corporation, Merger Sub and the Company, as specified the case may be, and any other document or information reasonably requested by the Equityholders’ Representative in this Section 3.1order to allow the Equityholders’ Representative and its Representatives to verify the accuracy of the Surviving Corporation’s Proposed Calculations. (b) Within ninety In the event that the Equityholders’ Representative does not object to the Surviving Corporation’s Proposed Calculations by written notice of objection (90the “Notice of Objection”) delivered to the Surviving Corporation within thirty (30) days following after the Equityholders’ Representative’s receipt of the Closing Statement, such Notice of Objection to set forth in reasonable detail (A) the Equityholders’ Representative’s alternative calculations (the “Equityholders’ Representative’s Proposed Calculations”) of (i) the amount of the Closing Cash, (ii) the amount of any Company Transaction Expenses not (x) paid by the Company prior to the Effective Time, CCC shall cause CCC's Accountant to audit or (y) deducted in connection with the "Post-Closing Audit"calculation of the Estimated Aggregate Common Stock Merger Consideration Payable at Closing, and (iii) the books amount of the ------------------ Company to determine the accuracy Closing Indebtedness, and (B) a recalculation of the information relating Estimated Aggregate Common Stock Merger Consideration Payable at Closing based on such amounts, the recalculation of the Estimated Aggregate Common Stock Merger Consideration Payable at Closing as set forth in the Surviving Corporation’s Proposed Calculations shall be deemed final and binding. (c) If the Equityholders’ Representative delivers a Notice of Objection to the Company's Surviving Corporation within the thirty (30) day period referred to in §2.7(b), then (A) any amount of the Surviving Corporation’s proposed recalculation of the Estimated Aggregate Common Stock Merger Consideration Payable at Closing Net Worth that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding, and (B) any dispute with respect to the Surviving Corporation’s proposed recalculation of the Estimated Aggregate Common Stock Merger Consideration Payable at Closing (all such disputed amounts with respect to the calculation of the Aggregate Merger Consideration, the “Disputed Amounts”) shall be resolved as follows: (i) The Equityholders’ Representative and the Company's 1997 Adjusted EBIT Surviving Corporation shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. In the event that a written agreement determining the Disputed Amounts has not been reached within fifteen (15) Business Days after the date of receipt by the Surviving Corporation from the Equityholders’ Representative of the Notice of Objection, the Equityholders’ Representative and the Surviving Corporation shall select the Los Angeles office of a mutually acceptable and nationally recognized independent accounting firm (such firm, the “Independent Accounting Firm”) to resolve the Disputed Amounts in accordance with the provisions of this §2.7(c). The parties acknowledge that the Los Angeles office of Deloitte & Touche LLP is a mutually acceptable firm to be designated as the Independent Accounting Firm. (ii) The Independent Accounting Firm shall conduct its own review and verification of any item set forth on the Financial Certificates Closing Statement and shall select either the Equityholders’ Representative’s Proposed Calculations of the Disputed Amounts or the Surviving Corporation’s Proposed Calculations of the Disputed Amounts or an amount in between the two. (as defined iii) The Equityholders’ Representative and the Surviving Corporation shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a decision in Section 7.20accordance with this §2.7(c), along with a statement of reasons therefor, within thirty (30) days of the submission of the Disputed Amounts to the Independent Accounting Firm or a reasonable time thereafter. The decision of the Independent Accounting Firm shall be final and binding upon the Equityholders’ Representative, the Equityholders, Purchaser and the Surviving Corporation and the decision of the Independent Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iv) In the event the Equityholders’ Representative and the Surviving Corporation submit any Disputed Amounts to the Independent Accounting Firm for resolution, the Surviving Corporation and the Equityholders’ Representative (on behalf of the Equityholders) shall each pay their own costs and expenses incurred under this §2.7(c) and on the financial certificates fees and costs of the Other Group Companies. In determining Independent Accounting Firm shall be borne by the accuracy of such information reflected on parties as follows: (A) if the Financial Certificates in difference between the course absolute value of the Post- Closing AuditEquityholders’ Representative’s aggregate position with respect to the Disputed Amounts and the Independent Accounting Firm’s final determination with respect to the Disputed Amounts is greater than the difference between the absolute value of the Surviving Corporation’s aggregate position with respect to the Disputed Amounts and the Independent Accounting Firm’s final determination with respect to the Disputed Amounts, CCC's Accountant shall apply then the same accounting methodology used by the Company or the StockholdersEquityholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology jointly and severally to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within Expense Reserve Funds and the aforementioned time period. Without limiting the generality Indemnification Escrow Funds, shall be responsible for all of the foregoing, within two weeks after fees and costs of the Closing, Independent Accounting Firm; (B) if the Stockholders shall provide CCC's Accountant difference between the absolute value of the Equityholders’ Representative’s aggregate position with respect to the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT Disputed Amounts and the Group 1997 Adjusted EBIT based upon Independent Accounting Firm’s final determination with respect to the Disputed Amounts is less than the difference between the absolute value of the Surviving Corporation’s aggregate position with respect to the Disputed Amounts and the Independent Accounting Firm’s final determination with respect to the Disputed Amounts, then the Surviving Corporation shall be responsible for all of the fees and costs of the Independent Accounting Firm; and (C) if the absolute value of the Equityholders’ Representative’s aggregate position with respect to the Disputed Amounts and the Independent Accounting Firm’s final determination with respect to the Disputed Amounts is equal to the difference between the absolute value of the Surviving Corporation’s aggregate position with respect to the Disputed Amounts and the Independent Accounting Firm’s final determination with respect to the Disputed Amounts, then the fees and costs of the Independent Accounting Firm shall be borne one-half by the Equityholders, jointly and severally to the extent of the Post-Closing Audit Expense Reserve Funds and the postIndemnification Escrow Funds, and one-closing audits half by the Surviving Corporation. (d) The Independent Accounting Firm shall act as an arbitrator to determine, based upon the provisions of this §2.7(d), only the Disputed Amounts and the determination of each amount of the Other Group Companies. In Disputed Amounts shall be made in accordance with the procedures set forth in §2.7(a), and in no event that CCC's Accountant determines shall the Independent Accounting Firm’s calculation of any Disputed Amount be (i) a different amount less than the Group Closing Net Worth (lesser of the "Actual Closing Net Worth") amount claimed by either the Surviving Corporation or the Equityholders’ Representative, or (ii) ------------------ a different amount greater than the Group 1997 Adjusted EBIT greater of the amount claimed by either the Surviving Corporation or the Equityholders’ Representative. (e) Upon the "Actual 1997 Adjusted -------------------- EBIT" determination, in accordance with §§2.7(b) or 2.7(d), CCC shall promptly deliver a written notice with ---- supporting documentation of the final calculations of the amounts of (1) the "Financial Adjustment Notice"Closing Cash, (2) the Company Transaction Expenses not (x) paid by the Company prior to the stockholders --------------------------- Effective Time, or (y) deducted in connection with the calculation of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Estimated Aggregate Common Stock Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyPayable At Closing, and (C3) the number of shares issued as part Closing Indebtedness, the Estimated Aggregate Common Stock Merger Consideration Payable at Closing shall be recalculated using such finally determined amounts in lieu of the Base Merger Consideration that would have been issuable at amounts used in the Closing had the Actual Closing Net Worth Estimate and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) aboveFunds Flow Statement. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"term “Final

Post-Closing Adjustment. (a) Not later than ninety (90) days after the Closing Date or such other time as is mutually agreed by the Parties, Purchaser shall prepare or cause to be prepared, and deliver to Sellers a revised statement (the “Revised Statement”) of the Adjustment Amount (the “Revised Adjustment Amount”), the Closing Cash (the “Revised Closing Cash”), the Closing Indebtedness (the “Revised Closing Indebtedness”) and any Transaction Expenses (the “Revised Transaction Expenses”), together with such reasonably detailed data appropriate to support such Revised Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses. The Base Merger Consideration Revised Statement shall be subject prepared in accordance with the Accounting Principles and this Agreement, with all amounts reflected therein being converted to adjustment as specified dollars in this accordance with Section 3.11.2(d). (b) Within ninety For thirty (9030) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books delivery of the ------------------ Company to determine the accuracy of the information relating Revised Statement, Purchaser shall provide Sellers and their Affiliates and their authorized representatives with reasonable access to the Company's Closing Net Worth relevant books, records, employees and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates representatives of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents Purchaser reasonably requested by them. CCC's Accountant will test Sellers to evaluate and assess the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits calculation of the Other Group Companies. In Revised Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses, including using reasonable best efforts to cause Purchaser’s accountants to cooperate and assist Sellers, their Affiliates and representatives in evaluating the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- calculation of the Group CompaniesRevised Adjustment Amount, including the StockholdersRevised Closing Cash, setting forth (A) the determination made by CCC's Accountant of the Actual Revised Closing Net Worth Indebtedness and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketRevised Transaction Expenses. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have Within thirty (30) days from the following receipt of the Financial Revised Statement, Sellers shall deliver to Purchaser in writing either their (i) agreement as to the calculation of the Revised Adjustment Notice Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses or (ii) notice of dispute thereof, specifying in reasonable detail (A) the nature of such dispute, (B) each item of the Revised Statement with which Sellers disagree, (C) the bases for each such disagreement and (D) Sellers’ calculation of the proper amount of each such disputed item (a “Dispute Notice”). During the thirty (30) days after the delivery of such dispute notice to notify CCC Purchaser, Purchaser and Sellers shall attempt in good faith to resolve any such dispute and finally determine the final Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses (if they dispute any). If, at the end of such Financial thirty (30)-day period, Purchaser and Sellers have failed to reach an agreement with respect to the final Adjustment NoticeAmount, the matter shall be submitted to PricewaterhouseCoopers, which shall act as arbitrator solely with respect to determining the disputed items. If CCC has PricewaterhouseCoopers is unable to serve, Purchaser and Sellers shall jointly select another nationally recognized accounting firm that is not received the independent auditor for either Sellers or Purchaser and is otherwise neutral and impartial to act as such arbitrator; provided, however, that if Sellers and Purchaser are unable to select such other accounting firm within thirty (30) days after delivery of a Dispute Notice, each of Purchaser and Sellers shall cause their respective selected nationally recognized accounting firm to select another firm meeting the requirements set forth above or a neutral and impartial certified public accountant with significant relevant experience to act as such arbitrator. The accounting firm or accountant so selected shall be referred to herein as the “Accountant.” The Accountant shall determine the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any) in accordance with the terms and conditions of this Agreement. In making its determinations, the Accountant shall not assign a value to any disputed item that is greater than the highest value attributed to such item, or that is less than the lowest value attributed to such disputed item, in the Revised Statement and the Dispute Notice, respectively. The Accountant shall deliver to Sellers and Purchaser, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any). Such report shall be final and binding upon the Parties to the fullest extent permitted by applicable Law and may be enforced in any court having jurisdiction. Each of Purchaser and Sellers shall bear all the fees and costs incurred by it in connection with this arbitration, except that all fees and expenses relating to the foregoing work by the Accountant shall be borne by Purchaser, on the one hand, and Sellers, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Accountant, which proportionate allocation will also be determined by the Accountant and be included in the Accountant’s written report. (d) On the fifth (5th) Business Day after Purchaser and Sellers agree to the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any) (or after Purchaser and Sellers receive notice of any such dispute within such 30-day periodfinal determination of the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any) pursuant to the procedures set forth in Section 3.7(c)), then: (i) CCC (A) if the final Adjustment Amount shall exceed the Estimated Adjustment Amount, then Purchaser shall pay to Sellers an amount of cash in dollars equal to such excess and (B) if the Estimated Adjustment Amount shall exceed the final Adjustment Amount, then Sellers shall pay to Purchaser an amount of cash in dollars equal to such excess; (ii) (A) if the final Closing Cash shall exceed the Estimated Closing Cash, then Purchaser shall pay to Sellers an amount of cash in dollars equal to such excess and (B) if the Estimated Closing Cash shall exceed the final Closing Cash, then Sellers shall pay to Purchaser an amount of cash in dollars equal to such excess; (iii) (A) if the Estimated Closing Indebtedness shall exceed the final Closing Indebtedness, then Purchaser shall pay to Sellers an amount of cash in dollars equal to such excess and (B) if the final Closing Indebtedness shall exceed the Estimated Closing Indebtedness, then Sellers shall pay to Purchaser an amount of cash equal in dollars to such excess; (iv) (A) if the Estimated Transaction Expenses shall exceed the final Transaction Expenses, then Purchaser shall pay to Sellers an amount of cash in dollars equal to such excess and (B) if the final Transaction Expenses shall exceed the Estimated Transaction Expenses, then Sellers shall pay to Purchaser an amount of cash in dollars equal to such excess; and in each of cases (i), (ii), (iii) and (iv), plus interest on such amount from the Closing Date up to but excluding the date on which such payment is made at a rate per annum equal to the Federal Funds Rate as of the Closing Date, calculated on the basis of a year of three-hundred sixty (360) days and the actual number of days elapsed. Any such payment shall be made by wire transfer of immediately available dollars (with amounts denominated in currencies other than dollars being converted to dollars in accordance with Section 1.2(d)) to the account(s) of the Party entitled to receive promptly pro rata from such payment, which account(s) shall be identified by Purchaser to Sellers or by Sellers to Purchaser, as the Stockholders case may be, not less than two (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject 2) Business Days prior to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall date such payment would be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"due.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment 2.4.1 As promptly as specified practicable after, but in this Section 3.1. (b) Within no event more than ninety (90) days following after, the Effective TimeClosing Date, CCC the Company shall deliver, or cause CCC's Accountant to audit be delivered, to Navistar a statement (the "Post-“Closing Audit"Statement”) prepared in accordance with the books of the ------------------ Company to determine the accuracy of the information relating items expressly applicable to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the StockholdersStatement or, as applicable, the components thereof in preparing such information; provided that CCC's Accountant Schedule 1.2(b), for the avoidance of doubt including, as applicable, Section 1 of Schedule 1.2(b), setting forth the Company’s good faith calculation of the Adjustment Amount, together with reasonable supporting calculations and documentation. 2.4.2 To the extent reasonably necessary to review the Closing Statement, Navistar and its accountants and other representatives shall not be obligated permitted reasonable access upon reasonable advance notice and at reasonable times (and during normal business hours) to apply such methodology review the Subject Companies’ books and records and any work papers (subject to customary access letters), in each case to the extent inconsistent with GAAP related to the preparation of the Closing Statement and to the Subject Companies’ employees and accountants involved in such preparation. In addition, Navistar and its accountants and other representatives may make reasonable inquiries of Investor, the Subject Companies and their respective accountants regarding questions or disagreements relating to the Closing Statement. Investor and the Company shall respond reasonably promptly to such inquiries (as modified by Section 2.2(bto the extent (a) aboverelated to the preparation of the Closing Statement and (b) responses thereto are within the reasonable control of the Subject Companies), and Investor and the Company shall each use its, and shall cause the Subject Companies to use their, reasonable efforts to direct any such accountants to respond reasonably promptly to such inquiries (to the extent (i) related to the preparation of the Closing Statement and (ii) responses thereto are within their reasonable control). The Stockholders Closing Statement shall cooperate become final and binding upon the parties upon the date that is forty-five (45) days after receipt thereof by Navistar, unless Navistar delivers written notice of dispute with CCC and CCC's Accountant after any item set forth in the Closing Date Statement (“Notice of Dispute,” and any such item, a “Disputed Item”) to the Company, with a copy to Investor, prior to such date. Any Notice of Dispute shall specify the Disputed Items in furnishing informationreasonable detail, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant together with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worthrelevant dollar amounts, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon nature and basis of any dispute. 2.4.3 During the Post-Closing Audit twenty (20) days following the date on which the Company receives a Notice of Dispute, Navistar and the postCompany shall attempt to resolve in writing any Disputed Items. If, at the end of such twenty-closing audits day period (or such longer period as Navistar and the Company may mutually agree), Navistar and the Company have not resolved any Disputed Items, then Navistar and the Company shall execute a customary engagement letter with the Arbitrator and the unresolved Disputed Items shall be submitted to the Arbitrator for resolution. The Arbitrator shall (a) act as an arbitrator and not as an expert, (b) address only the remaining unresolved Disputed Items, (c) make its decision solely on the basis of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- presentations of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth Navistar and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC Company and (ii) the Stockholders Inventory Workpapers prepared by each of Navistar and the Company (and not, in either case, by independent review) and in accordance with the terms and definitions of this Agreement and (d) for each remaining unresolved Disputed Item, not assign a value greater than the greatest value for such Disputed Item claimed by either Navistar or the Company or smaller than the smallest value for such Disputed Item claimed by either Navistar or the Company. No party shall engage in ex parte communications with the Arbitrator. The determination of the Arbitrator shall be entitled final and binding on the parties and shall not be subject to receive promptly from CCC court review or otherwise appealable absent fraud or manifest error. The Arbitrator’s determination of the Disputed Items shall be set forth in a written report which shall specify in reasonable detail how such determination was made. Any associated engagement fees of the Arbitrator shall be initially borne by the Company; provided that such fees shall ultimately be borne by Navistar and Investor in inverse proportion as they may prevail on any Merger Consideration Adjustment owed Disputed Items resolved by the Arbitrator, which proportionate allocations shall also be determined by the Arbitrator at the time the determination of the Arbitrator is rendered on the merits of such Disputed Items. Each of Navistar and the Company agrees that the procedure set forth in this Section 2.4.3 for resolving disputes with respect to the StockholdersPost-Closing Statement shall be the sole and exclusive method for resolving any such disputes, absent fraud or manifest error; provided, that nothing herein shall limit the parties rights pursuant to Article 10. If, howeverSubject to Section 11.9, the Stockholders Arbitrator’s determination may be enforced in any court of competent jurisdiction. The Closing Statement, as revised by the agreement of the Company and Navistar and/or the resolution of the Arbitrator, shall become final and binding on the parties on the date the Arbitrator delivers its final resolution in writing to Navistar and the Company (through or, if Navistar and the Group Representative) have delivered notice Company are able to resolve all Disputed Items in writing, on the date of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"written resolution).

Post-Closing Adjustment. (a) As soon as practicable, the Company, in consultation with CPA Firm, shall deliver to Buyer and Sellers a calculation of the Closing Adjusted Working Capital (the “Closing Adjusted Working Capital Statement”). The Base Merger Consideration Closing Adjusted Working Capital Statement shall be subject set forth in sufficient detail to adjustment as specified in this Section 3.1permit Buyer or Sellers’ Agent acting on behalf of Sellers to make any objections they may seek to have. The Company shall provide the Closing Adjusted Working Capital Statement to Buyer and Sellers together with reasonable back-up documentation reasonably necessary to evaluate or understand the Closing Adjusted Working Capital Statement at the time of its delivery (the “Closing Adjusted Working Capital Statement Date”). (b) Within ninety (90) days following During the Effective Timeperiod of any review or dispute as provided in this Section 2.3, CCC Buyer and Sellers shall, and shall cause CCC's Accountant each of their Affiliates to: (i) provide each other Party and its representatives with reasonable access to audit its and its Affiliates’ relevant books, records and employees (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after any of such books, records or employees relate to the Closing Date in furnishing information, documents, evidence Adjusted Working Capital Statement) and other assistance relevant work papers of accountants or auditors and permit copies to CCC's Accountant to facilitate the completion be made of any of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT foregoing documentation; and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice cooperate fully with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companieseach other Party and its authorized representatives, including the Stockholders, setting forth (A) the determination made by CCC's Accountant provision on a timely basis of all information relevant for purposes of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, Working Capital Statement. (Bc) the amount After receipt of the cash portion of the Base Merger Consideration that would Closing Adjusted Working Capital Statement, Buyer and Sellers shall have been payable at twenty (20) days to review such Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth Adjusted Working Capital Statement and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for resolve any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelydifferences, and (C) the number any written resolution by Buyer and Sellers’ Agent acting on behalf of shares issued Sellers as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective disputed amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC final, binding and conclusive. Unless Buyer or Sellers’ Agent acting on behalf of Sellers delivers written notice to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, CPA Firm on or prior to the payment of twentieth (20th) day after the Merger Consideration Adjustment, CCC should split Closing Adjusted Working Capital Statement Date stating that Buyer or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividendsSellers, as the same case may be adjusted from time be, have objections to time and any amounts in the ordinary courseClosing Adjusted Working Capital Statement (“Unresolved Items”), then Buyer and Sellers shall be deemed to have accepted and agreed to the number Closing Adjusted Working Capital Statement. If Buyer or Sellers’ Agent acting on behalf of shares Sellers, as the case may be, notifies CPA Firm in writing of CCC Common Stock issuable Unresolved Items, the Company shall request that CPA Firm give such Unresolved Items due consideration and provide its determination of any Unresolved Items as part of soon as practicable. CPA Firm’s determination shall be set forth in a written statement delivered to Buyer and Sellers by CPA Firm and shall be final, binding and conclusive on Buyer and Sellers. (d) All fees and expenses relating to the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockwork, if any, to be issued performed by CPA Firm shall be borne by the Company. CPA Firm shall act as an arbitrator and not as an expert, to determine, based on the provisions of this Section 2.3, only the Unresolved Items; provided that CPA Firm shall have authority to determine, and the term “Unresolved Items” as used in respect this Section 2.3 shall mean, only the amount(s) of the Merger Consideration Adjustment shall be registered under Closing Adjusted Working Capital and no other matter whatsoever, absent an express written agreement to the 1933 Act contrary by Buyer and approved for quotation Sellers’ Agent acting on the Nasdaq National Marketbehalf of Sellers. (ce) The stockholders Within five (5) Business Days following either an agreement or deemed agreement by Buyer and Sellers’ Agent acting on behalf of Sellers as to the Group CompaniesClosing Adjusted Working Capital, including or CPA Firm’s determination of all Unresolved Items relating to the StockholdersClosing Adjusted Working Capital, through Sellers and the Group Representative, Company shall have thirty (30) days from undertake the receipt of following actions and make the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, following payments: (i) CCC if the Closing Adjusted Working Capital Differential is positive and if the Closing Adjusted Working Capital Differential is greater than the Closing Holdback Balance: (A) each Seller set forth in Annex 2.1(t) shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject pay to the provisions Company an amount equal to: (x) the amount by which the Closing Adjusted Working Capital Differential exceeds the greater of, Section 3.2 and/or the Contingent Merger Consideration: (i) any Merger Consideration Adjustment owed to CCC 0 and (ii) the Stockholders Closing Holdback Balance times (y) such Seller’s Closing Holdback Percentage; (B) the Company shall cause SBA to release the Closing Holdback Balance (if positive) retained in accordance with Section 2.1 to the Company; and (C) the Closing Holdback Balance shall be entitled reduced by the Closing Adjusted Working Capital Differential, and then subsequently increased by any amounts actually received by the Company pursuant to clause (A); or (ii) if the Closing Adjusted Working Capital Differential is positive and if the Closing Adjusted Working Capital Differential is less than the Closing Holdback Balance, the Company shall cause SBA to release to the Company from the funds held by SBA in accordance with Section 2.1(t) an amount equal to the Closing Adjusted Working Capital Differential, and the Closing Holdback Balance shall be reduced by the Closing Adjusted Working Capital Differential. (f) Within five (5) Business Days following the later to occur of: (x) receipt by the Company or any of its Subsidiaries of all Designated Insurance Proceeds; and (y) either an agreement or deemed agreement by Buyer and Sellers’ Agent acting on behalf of Sellers as to the Closing Adjusted Working Capital, or CPA Firm’s determination of all Unresolved Items relating to the Closing Adjusted Working Capital, Sellers and the Company shall undertake the following actions and make the following payments: (i) if the Designated Insurance Proceeds Differential is positive and if the Designated Insurance Proceeds Differential is greater than the Closing Holdback Balance: (A) each Seller set forth in Annex 2.1(t) shall pay to the Company an amount equal to: (x) the amount by which the Designated Insurance Proceeds Differential exceeds the greater of: (i) 0 and (ii) the Closing Holdback Balance times (y) such Seller’s Closing Holdback Percentage; (B) the Company shall cause SBA to release the Closing Holdback Balance (if positive) retained in accordance with Section 2.1 to the Company; and (C) the Closing Holdback Balance shall be reduced by the Designated Insurance Proceeds Differential, and then subsequently increased by any amounts actually received by the Company pursuant to clause (A); or (ii) if the Designated Insurance Proceeds Differential is positive and if the Designated Insurance Proceeds Differential is less than the Closing Holdback Balance, the Company shall cause SBA to release to the Company from the funds held by SBA in accordance with Section 2.1(t) an amount equal to the Designated Insurance Proceeds Differential, and the Closing Holdback Balance shall be reduced by the Designated Insurance Proceeds Differential. (g) If after final determination of Closing Adjusted Working Capital pursuant to this Section 2.3, the receipt of all Designated Insurance Proceeds, and the payment of all amounts due pursuant to Section 2.3(e) and Section 2.3(f), the Closing Holdback Balance is positive, the Company shall cause SBA promptly to release and pay to each Seller set forth in Annex 2.1(t) an amount equal to: (A) such Seller’s Closing Holdback Percentage times (B) the Closing Holdback Balance. Notwithstanding the foregoing, if, after final determination of Closing Adjusted Working Capital pursuant to this Section 2.3 and the payment of all amounts due pursuant to Section 2.3(e), (i) the Company and its Subsidiaries have not received all Designated Insurance Proceeds and (ii) the Closing Holdback Balance exceeds $1,905,000, then the Company shall cause SBA promptly to release and pay to each Seller set forth in Annex 2.1(t) an amount equal to: (A) such Seller’s Closing Holdback Percentage times (B) the difference between the Closing Holdback Balance and $1,905,000, and the Closing Holdback Balance shall be reduced by such difference. (h) Any payments made pursuant to Section 2.3(e), Section 2.3(f) and Section 2.3(g) shall be made by wire transfer of immediately available United States Dollar funds to an account or accounts indicated by the Party or Parties to receive promptly such funds and such payments shall be accompanied by interest at the Applicable Rate accrued from CCC any Merger Consideration the Closing Date up to and including the date of payment. (i) Any releases of retained amounts made in respect of the Post-Closing Adjustment owed shall be treated, for all tax purposes, as an adjustment to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books purchase price of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) shares of Common Stock acquired or subscribed to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"hereby by Sellers.

Post-Closing Adjustment. (a) Within 60 days following the Closing, TPI shall, at its expense and with cooperation from Newco's employees and access to Newco's books and records, prepare or cause to be prepared, and deliver to PCA and Newco a statement (the "Closing Working Capital Statement") which shall set forth the Net Working Capital of the Containerboard Business as of the Determination Date (the "Closing Working Capital") and as of the date of the Most Recent Statement of Assets and Liabilities. The Base Merger Consideration amounts so computed shall be subject used to adjustment as specified determine the amount of the payment between TPI and Newco in accordance with this Section 3.12.5 (the "Post Closing Adjustment"). The Closing Working Capital Statement shall be prepared using the same principles, practices and procedures that were used in preparing the Most Recent Statement of Assets and Liabilities. Notwithstanding the foregoing, the following paragraphs (i) through (viii) shall take precedence over such principles, practices and procedures in the preparation of the Closing Working Capital Statement: (i) The Current Assets included in the Closing Working Capital Statement will be adjusted to exclude the Retained Assets, the LIFO reserve and any current assets related to Tenneco defined benefit pension plans and shall not be taken into account in computing the Post Closing Adjustment. (ii) The Current Liabilities included in the Closing Working Capital Statement will be adjusted to exclude the Retained Liabilities. Any current liabilities related to Tenneco's defined benefit pension plans shall not be taken into account in computing the Post Closing Adjustment. (iii) The Most Recent Statement of Assets and Liabilities does not, and the Closing Working Capital Statement will not, include any accrual or deferral related to federal, state, local or foreign income Taxes. (iv) The Closing Working Capital Statement shall not include any dollar amounts related to the Existing Financing Arrangements. (v) The Closing Working Capital Statement shall not include any dollar amounts related to the New Financing Arrangements. No Post Closing Adjustment shall result from the purchase during the period from the date of the Most Recent Statement of Assets and Liabilities to the Determination Date of any assets which were leased at the date of the Most Recent Statement of Assets and Liabilities. (vi) The Closing Working Capital Statement shall not include any liabilities related to bonuses or incentive compensation earned in 1998. (vii) Any change in accounting principles after the date of the Most Recent Statement of Assets and Liabilities (including any changes required by GAAP) will not apply in determining the Closing Working Capital Statement. (viii) The Closing Working Capital Statement shall exclude any increase or decrease in Current Assets or Current Liabilities resulting directly from accounting for the Transaction. (b) Within ninety (90) PCA and PCA's accountants and Newco and Newco's accountants shall have 30 days following after the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books delivery by TPI of the ------------------ Company Closing Working Capital Statement to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after review the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesWorking Capital Statement. In the event that CCC's Accountant PCA or Newco determines (i) a different amount than that the Group Closing Net Worth Working Capital as derived from the Closing Working Capital Statement has not been determined on the basis set forth herein, PCA or Newco shall inform TPI in writing (the "Actual Closing Net WorthObjection") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant a specific description of the Actual Closing Net Worth basis of the Objection and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant Closing Working Capital which PCA or Newco believes should be made, which Objection must be delivered to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, TPI on or prior to before the payment last day of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC . TPI shall be entitled then have 30 days to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, review and subject respond to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC Objection. TPI and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates PCA and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Newco shall

Post-Closing Adjustment. (a) The Base Merger Consideration Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 3.11.3. (b) Within ninety one hundred twenty (90120) days following the Effective TimeClosing Date, CCC at its option, Buyer shall cause CCCPriceWaterhouseCoopers ("Buyer's Accountant Accountant") to audit DGI's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") ). The parties acknowledge and agree that for purposes of determining the books net worth of DGI as of the ------------------ Company to determine Closing Date (i), the accuracy value of the information relating assets of DGI shall, except with the prior written consent of Buyer, be calculated as provided in the last paragraph of Section 6.9 and (ii) full effect shall be given to the Company's Closing manner in which the Net Worth and the Company's 1997 Adjusted EBIT Target of DGI has been calculated as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) aboveSchedule 1.2(b). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCCBuyer's Accountant determines (i) a different amount that the actual net worth of DGI as of the Closing Date was less than the Group Closing Net Worth (the "Actual Certified Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC Buyer shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group CompaniesStockholders' Representative, including the Stockholdersas defined in Section 1.6, setting forth (Ai) the determination made by CCCBuyer's Accountant of the actual net worth of DGI (the "Actual Closing Net Worth and the Actual 1997 Adjusted EBITWorth"), (Bii) the amount of the cash portion of the Base Merger Consideration Cash Purchase Price that would have been payable at Closing pursuant to Section 2.2(c1.2(c) had the Actual Closing Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used Closing Financial Certificate instead of the Group Certified Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyWorth, and (Ciii) the number of shares issued as part of amount by which the Base Merger Consideration that Cash Purchase Price would have been issuable reduced at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine in the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid calculations pursuant to Section 2.2 1.2(c) (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Purchase Price Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration "). The Purchase Price Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketCash Purchase Price already taken pursuant to Section 1.2(c)(i). (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, ' Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC Buyer if they the Stockholders dispute such Financial Adjustment Notice. If CCC Buyer has not received notice of any such a dispute within such thirty (30-) day period, (i) CCC Buyer shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCCBuyer's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, in Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"1.4)

Post-Closing Adjustment. (a) The Base Merger Consideration As promptly as practicable, but no later than one hundred eighty (180) days after the Closing Date, Cactus will cause to be prepared and delivered to B▇▇▇▇ H▇▇▇▇▇ a statement (the “Post-Closing Statement”) setting forth the good faith calculation of the Closing Working Capital (and the resulting Closing Working Capital Overage Amount (if any) or Closing Working Capital Underage Amount (if any), as applicable), the Closing Capital Expenditure Underage Amount (if any), the Closing Cash Amount, the Closing Debt Amount, and the Closing Transaction Expenses. Together with the delivery of the Post-Closing Statement, each of Cactus and the Company shall provide such schedules and data as may be subject reasonably appropriate to adjustment support the calculations of Closing Working Capital (and the resulting Closing Working Capital Overage Amount (if any) or Closing Working Capital Underage Amount (if any), as specified applicable), the Closing Capital Expenditure Underage Amount (if any), the Closing Cash Amount, the Closing Debt Amount, and the Closing Transaction Expenses set forth therein. Cactus shall prepare the Post-Closing Statement in this Section 3.1accordance with the terms and provisions of the Agreement, including the Transaction Accounting Principles. (b) Within ninety B▇▇▇▇ H▇▇▇▇▇ shall have a period of sixty (9060) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion delivery of the Post-Closing Audit within Statement delivered pursuant to Section 3.6(a) to review the aforementioned time calculations set forth therein. During such sixty (60)-day period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders Company shall provide CCC's Accountant to B▇▇▇▇ H▇▇▇▇▇ reasonable access to all work papers, documentation and data prepared or used by Cactus or the Company in connection with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon preparation of the Post-Closing Audit Statement (subject, in the case of work papers of independent accountants, to B▇▇▇▇ H▇▇▇▇▇ signing a customary access letter relating to access to work papers in form and the post-closing audits substance reasonably acceptable to such independent accountants). If B▇▇▇▇ H▇▇▇▇▇ disagrees with C▇▇▇▇▇’s calculation of any of the Other Group Companies. In items set forth in the event that CCC's Accountant determines (i) a different amount Post-Closing Statement delivered pursuant to Section 3.6(a), then B▇▇▇▇ H▇▇▇▇▇ shall, no later than the Group Closing Net Worth expiry of such sixty (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )60)-day period, CCC shall promptly deliver a written notice to Cactus and the Company disagreeing with ---- supporting documentation (such calculation and which specifies B▇▇▇▇ H▇▇▇▇▇’▇ calculation of such amount and the "Financial Adjustment Notice") to the stockholders --------------------------- resulting calculation of whichever of the Group Companies, including the Stockholders, setting forth Closing Working Capital (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBITresulting Closing Working Capital Overage Amount (if any) or Closing Working Capital Underage Amount (if any), as applicable), the Closing Capital Expenditure Underage Amount (B) if any), the amount of Closing Cash Amount, the cash portion of Closing Debt Amount, and the Base Merger Consideration that would Closing Transaction Expenses, is affected (such notice, the “Dispute Notice”), and, in reasonable detail, the objecting party’s grounds for such disagreement. Any Dispute Notice shall specify those items or amounts as to which the objecting party disagrees, and the objecting party shall be deemed to have been payable at agreed with all other items and amounts contained in the Post-Closing Statement delivered pursuant to Section 2.2(c3.6(a) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase which it does not object in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketDispute Notice. (c) The stockholders In the event that B▇▇▇▇ H▇▇▇▇▇ and C▇▇▇▇▇ are unable to agree in writing on the resolution of the Group Companies, including the Stockholders, through the Group Representative, shall have all items disputed in any Dispute Notice(s) duly delivered pursuant to Section 3.6(b) no later than thirty (30) days from the following delivery and receipt of such Dispute Notice(s), the Financial Adjustment Notice unresolved disputed items may thereafter be referred by either B▇▇▇▇ H▇▇▇▇▇ or Cactus for final, binding resolution by an internationally recognized independent public accountant with significant experience in resolving purchase price disputes, that is mutually agreeable to notify CCC if they dispute such Financial Adjustment NoticeB▇▇▇▇ H▇▇▇▇▇ and C▇▇▇▇▇ (the “Independent Expert”). If CCC has The Independent Expert shall determine, acting as an expert and not received notice of any such dispute within such 30an arbitrator, based solely on presentations and written submissions by B▇▇▇▇ H▇▇▇▇▇ and C▇▇▇▇▇, without ex parte communications, and not by independent review, only those items or amounts in the Post-day periodClosing Statement that B▇▇▇▇ H▇▇▇▇▇ and C▇▇▇▇▇ were unable to resolve. In making its determination, the Independent Expert (i) CCC shall be entitled to receive promptly pro rata from bound by the Stockholders (which mayterms and conditions of this Agreement, at CCC's sole discretionincluding the Transaction Accounting Principles, be from the Pledged Assets as defined indefinitions of Closing Working Capital, Closing Working Capital Overage Amount, Closing Working Capital Underage Amount, the Closing Capital Expenditure Underage Amount, the Closing Cash Amount, the Closing Debt Amount, the Closing Transaction Expenses and subject to the provisions ofterms of this Section 3.6(c), Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) may not assign any value with respect to a disputed amount that is greater than the Stockholders highest value for such amount claimed by any of the Company, B▇▇▇▇ H▇▇▇▇▇ or Cactus or that is less than the lowest value for such amount claimed by any of the Company, B▇▇▇▇ H▇▇▇▇▇ or Cactus in the Post-Closing Statement and the Dispute Notice. The Independent Expert shall deliver to B▇▇▇▇ H▇▇▇▇▇, Cactus and the Company, as promptly as practicable, but in any event no later than sixty (60) days of its engagement pursuant to this Section 3.6(c), a report setting forth its calculations, which report shall be final and binding upon B▇▇▇▇ H▇▇▇▇▇ and Cactus. The fees and expenses of the Independent Expert shall be borne by B▇▇▇▇ H▇▇▇▇▇ or Cactus in inverse proportion to the value of the disputed amounts resolved in favor of each such Person. (d) C▇▇▇▇▇ and B▇▇▇▇ H▇▇▇▇▇ agree that they will, and agree to cause the Company and their respective independent accountants to, reasonably cooperate and assist in the preparation of the Post-Closing Statement, and in the conduct of the reviews referred to in this Section 3.6, including the making available to the extent reasonably necessary of books, records, work papers and personnel (subject to reasonable confidentiality restrictions and to providing such assurances, releases, indemnities or other agreements as accountants may customarily require in such circumstances). The process set forth in this Section 3.6 shall be the exclusive remedy among the Parties for any disputes related to items required to be reflected on the Post-Closing Statement or included in the calculation of Closing Working Capital (and the resulting Closing Working Capital Overage Amount (if any) or Closing Working Capital Underage Amount (if any), as applicable), the Closing Capital Expenditure Underage Amount (if any), the Closing Cash Amount, the Closing Debt Amount, and the Closing Transaction Expenses; provided, that nothing in this Section 3.6(d) shall limit or otherwise restrict Cactus’s rights or ability to seek or recover any amounts under the R&W Policy. (e) If: (i) the Closing Payment Amount exceeds the Estimated Payment Amount, then Cactus shall pay to B▇▇▇▇ H▇▇▇▇▇ the amount by which the Closing Payment Amount exceeds the Estimated Payment Amount; or (ii) the Estimated Payment Amount exceeds the Closing Payment Amount, then B▇▇▇▇ H▇▇▇▇▇ shall pay to Cactus the amount by which the Estimated Payment Amount exceeds the Closing Payment Amount. (f) Any payment pursuant to Section 3.6(e) shall be made at a mutually convenient time and place no later than two (2) Business Days after the Closing Payment Amount has been finally determined pursuant to this Section 3.6, by delivery by B▇▇▇▇ H▇▇▇▇▇ or Cactus, as the case may be, of cash by wire transfer of immediately available funds to the bank account designated by the party entitled to receive promptly from CCC any Merger Consideration Adjustment owed such payment, which notice shall be delivered no later than two (2) Business Days prior to the Stockholders. If, however, the Stockholders date such payment is to be made (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day periodor if not so designated, then CCC's Accountant shall select a New Accounting Firm by certified or official bank check payable in immediately available funds to review the books order of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) party entitled to determine the such payment in such amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment").

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 3.1. (b) Within ninety one hundred twenty (90120) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the ------------------ Surviving Company's books of the ------------------ Company to determine the accuracy actual Company net worth as of Closing without regard to the impact of the information relating award, payment or redemption of stock appreciation rights granted pursuant to the Company's January 1998 Stock Appreciation Rights Plan of the Company (the "Actual Closing Net Worth"). The ------------------------ parties acknowledge and agree that Actual Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined shall be determined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Auditaccordance with GAAP, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant no increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after December 31, 1997 shall not be obligated to apply such methodology to the extent inconsistent taken into account and no write- offs shall be proposed, other than regular depreciation between December 31, 1997 and March 31, 1998 in accordance with GAAP (as modified by Section 2.2(b) above)consistently applied. The Stockholders shall cooperate and shall use their reasonable efforts to cause the officers and employees of the Company to cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, Closing the Stockholders shall provide CCC's Accountant Accountants with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than that the Group Actual Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount was less than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )Net Worth Target, CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, Stockholders setting forth (Ai) the --------------------------- determination made by CCC's Accountant of the Actual Closing Net Worth Worth, and the Actual 1997 Adjusted EBIT, (Bii) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments Adjustment to the Base Merger Consideration pursuant to Sections the provisions of Section 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders"). Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market.------------------------------- (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, Stockholders shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such a dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the StockholdersAdjustment, as provided in Section 2.2(c). If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm mutually agreeable partner at an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates 's books and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment. The independent accounting firm shall make its determination of the Merger Consideration Adjustment, if any, within thirty (30) days of its selection. The determination made by the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, CCC shall be entitled to receive the Merger Consideration Adjustment (which shall be from the "Actual Merger ------------- Consideration Adjustment"Pledged Assets as defined in Section 3.2). The costs of the independent accounting firm shall be borne by the party (either CCC or the Stockholders) whose determination of the Company's net worth at Closing was further from the determination of the independent accounting firm, or equally by CCC and the Stockholders in the event that the determination by the independent accounting firm is equidistant between the disputed determinations by CCC and the Stockholders.

Post-Closing Adjustment. (a) The Base Merger Consideration parties agree that no later than seventy-five (75) days after the Transfer Date (or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of Purchaser and the Company with their obligations set forth in next two succeeding sentences), the Company shall deliver to Purchaser, in the form received by the Company from Gannett (i) a statement of the actual Net Financial Assets as of 11:59 p.m., New York City time, on the day immediately preceding the Transfer Date (the "CLOSING STATEMENT") certified by PriceWaterhouseCoopers L.L.P., independent accountants for Gannett, to be prepared (except as otherwise provided in Section 9 of the Disclosure Schedule to the Gannett Purchase Agreement) in conformity with GAAP and on a basis consistent with the basis used in preparing the Unaudited Financial Statements as of, and for the year ended, December 27, 1997, referred to in Section 3.5 of the Gannett Purchase Agreement except to the extent of any position taken as the result of such statements being prepared on a consolidated basis, and (ii) a determination of the amount by which the actual Net Financial Assets are less than or greater than the Estimated Net Financial Assets. Purchaser shall provide the Company and Gannett, and Gannett's independent accountants, access at all reasonable times to the relevant personnel, properties, books and records of the Business for such purposes and to assist the Company and Gannett, and Gannett's independent accountants, in preparing the Closing Statement. Purchaser's assistance shall include, without limitation, the closing of the books of the Business as of the Transfer Date, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Business, and such other assistance as the Company, Gannett or Gannett's independent accountants may reasonably request. During the twenty-five (25) day period following the delivery by the Company of the Closing Statement referred to in the first sentence of this Section 2.4(a), Purchaser and its independent accountants will be permitted to review the working papers of the Company and of Gannett and its independent accountants relating to the preparation of the Closing Statement to the same extent as such working papers have been made available to the Company by Gannett pursuant to the Gannett Purchase Agreement. If, within twenty-five (25) days after delivery by the Company of the Closing Statement, Purchaser notifies the Company that it disagrees with the Closing Statement, the Company shall attempt to resolve the disagreement with Gannett. In the event the Company and Purchaser cannot agree with respect to the Closing Statement within five (5) days of the notice of disagreement provided by Purchaser to the Company, then the determination shall be subject submitted for resolution promptly to adjustment an independent nationally recognized accounting firm (the "ACCOUNTING FIRM"), jointly selected by the Company and Purchaser, whose determination (the "ACCOUNTING FIRM DETERMINATION") shall be instructed by the parties to be made within twenty (20) days and be binding upon all parties hereto, and the fees and expenses of which shall be borne equally by Purchaser and the Company to the extent that such fees and expenses are allocable to the transactions contemplated by this Agreement. The Purchaser agrees that the accounting firm selected by Gannett and the Company pursuant to Section 2.3(a) of the Gannett Purchase Agreement shall be the Accounting Firm hereunder as specified long as such firm has not been engaged by Gannett or the Company during the three (3) year period prior to the date hereof. In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) Purchaser agrees with the determination of the final Net Financial Assets set forth in the Closing Statement without submitting the matter for an Accounting Firm Determination, the Net Financial Assets set forth in the Closing Statement shall be the final determination of the Net Financial Assets. The amount of Net Financial Assets as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, as definitively determined pursuant to this Section 3.12.4(a) is referred to herein as the "ACTUAL NET FINANCIAL ASSETS". (b) Within ninety If the Actual Net Financial Assets are greater than the Estimated Net Financial Assets, then Purchaser shall pay the Company in cash, within two (902) days Business Days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books determination of the ------------------ Company Actual Net Financial Assets, an amount equal to determine such difference, plus interest on the accuracy amount of such difference at the information relating rate of eight percent (8%) per annum from the Transfer Date to the date of such payment to the Company's Closing . If the Actual Net Worth and Financial Assets are less than the Company's 1997 Adjusted EBIT as set forth on the Estimated Net Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing AuditAssets, CCC's Accountant shall apply the same accounting methodology used by then the Company or shall pay the Stockholders, as applicable, Purchaser in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, cash within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i2) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) Business Days following the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBITFinancial Assets, (B) an amount equal to such difference, plus interest on the amount of such difference at the cash portion rate of eight percent (8%) per annum from the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments Transfer Date to the Base Merger Consideration pursuant date of such payment to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) abovePurchaser. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to this Section 2.2 (a), as adjusted pursuant to Sections 2.2(c2.4(b) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC wire transfer of immediately available funds for credit to the Stockholders. Any decrease recipient at a bank account identified by such recipient in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketwriting. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) The Base Merger Consideration As promptly as practicable but no later than thirty (30) days after the Closing Date, there will be an adjustment (the “Post Closing Adjustment”) to the Estimated Purchase Price to arrive at the Purchase Price to reflect the actual amount of Accounts Receivable, the actual amount of Inventory at book value, the actual amount of Seller’s deposits, advances and prepaid expenses, the actual amount of Accounts Payable and Accrued Expenses, in each case as of the Closing Date. Seller with the assistance of Healthcare Facilities’ staff shall cause to be prepared and delivered to Buyer within thirty (30) days after Closing, an unaudited balance sheet and income statement as of and for the period from the Financial Statement Date (hereinafter defined) to the Closing Date prepared in accordance with GAAP (except as to absence of footnotes and subject to adjustment as specified in this Section 3.1audit adjustments and Seller’ normal accounting practices) (the “Closing Financials”), and a detailed calculation of the Post Closing Adjustment. (b) Within Should Buyer dispute the amount of the Post Closing Adjustment, Buyer shall promptly advise Seller. If after thirty (30) days after delivery of Seller’s calculation thereof, Buyer and Seller are unable to agree upon the amount of the Post Closing Adjustment, Seller and Buyer shall engage an independent public accounting firm mutually acceptable to Seller and Buyer, which shall not then be regularly engaged by either (i) Buyer (or its Affiliates) or (ii) Seller (or its Affiliates) (the “Accountants”), to review the proposed Post Closing Adjustment and determine the amount thereof, such determination to be made as soon as practicable but no later than ninety (90) days following after Closing. In making such review and determination the Effective TimeAccountants shall utilize the terms and provisions of this Agreement together with accounting policies and procedures consistent with those utilized by Seller in preparing the June 30, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books 2016 Financials. The decision of the ------------------ Company to determine the accuracy Accountants shall be binding on Seller and Buyer. Buyer and Seller shall each pay one half of the information relating to the Company's Closing Net Worth reasonable fees and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates expenses of engagement of the Other Group Companies. In determining the accuracy of Accountants unless such information reflected on the Financial Certificates firm determines (x) that a net error in Seller’s favor was made in the course proposed Post Closing Adjustment and such error was greater than five percent (5%) of the Post- Post Closing AuditAdjustment, CCC's Accountant shall apply the same accounting methodology used as calculated by the Company Accountants, in which event Seller shall pay all fees and expenses of engagement of the Accountants or (y) no net error greater than five percent (5%) of the StockholdersPost Closing Adjustment, as applicablecalculated by the Accountants, was made in Seller’s favor in the proposed Post Closing Adjustment, in preparing such information; provided that CCC's Accountant which event Buyer shall not be obligated to apply such methodology to pay all the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC fees and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion expenses of engagement of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesAccountants. In the event that CCC's Accountant determines (i) a different amount than the Group any Post Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )Adjustment is due from Buyer to Seller, CCC Buyer shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") upon demand pay to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) Seller the amount of the cash portion Post Closing Adjustment due Seller. In the event any Post Closing Adjustment is due from Seller to Buyer, Seller shall upon demand pay to Buyer in immediately available funds the additional amount of the Base Merger Consideration that would have been payable at Post Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration AdjustmentAdjustment due Buyer." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) As promptly as practicable after the Closing Date (but in no event later than 60 days after the Closing Date), the Company Representative will cause the accounting firm of Sche▇▇▇ & ▇ssociates SC to prepare and deliver concurrently to Parent and the Company Representative an audited consolidated balance sheet of the Company and its Subsidiaries (the "Closing Date Balance Sheet"), setting forth the consolidated net worth of the Company and the Subsidiaries immediately prior to the Effective Time on the Closing Date (the "Closing Date Net Worth"). The Base Merger Consideration Closing Date Balance Sheet shall be subject prepared in accordance with generally accepted accounting principles (including the Accounting Principles) on a basis consistent with the Company's past practices and with the preparation of the Most Recent Balance Sheet, subject, however, to adjustment as specified the following requirements, which requirements shall be adhered to irrespective of whether such requirements are in accordance with generally accepted accounting principles (including the Accounting Principles): (i) no reserves for product warranty claims or product liability claims shall be established with respect to the Company or any Subsidiary or the products sold by them, and the Closing Date Balance Sheet and the Final Closing Date Balance Sheet shall contain no such reserves; and (ii) the amount of the reserve for worker's compensation claims contained in the Closing Date Balance Sheet and the Final Closing Date Balance Sheet shall not exceed the amount of the reserve for worker's compensation claims contained in the Most Recent Balance Sheet. One-half (1/2) of the fees and expenses of Sche▇▇▇ & ▇ssociates SC will be paid or accrued by the Company prior to Closing, and the balance shall be paid by the Parent or the Company after Closing -12- 18 and not accrued by the Company at or prior to Closing. The lesser of $50,000.00 or one-half (1/2) of the total fees and expenses charged by the title insurance company and the surveying company or companies to obtain the title insurance and surveys described in Section 6.14 of this Section 3.1Agreement will be paid or accrued by the Company prior to Closing, and the balance shall be paid by the Parent or the Company after Closing and not accrued by the Company at or prior to Closing. (b) Within ninety If either Parent or the Company Representative claims that the Closing Date Balance Sheet has not been prepared in accordance with the requirements of Section 2.6(a), it will deliver to the other party a detailed statement describing the basis for any such claim within 15 days after receiving the Closing Date Balance Sheet. Parent and the Company Representative will use reasonable efforts to resolve any such claims themselves. If they do not obtain a final resolution within 90 days after the Closing Date, however, Parent and the Company Representative will select another accounting firm from among the "Big Six" accounting firms mutually acceptable to them to resolve any remaining such claims. If Parent and the Company Representative are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (90after excluding any such firm affiliated with Parent or the Company Shareholders) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing AuditArbitrating Accountant") ). Upon submission to the books Arbitrating Accountant for resolution, Parent shall indicate in writing its position on each disputed matter and the Company Representative shall do likewise. The Arbitrating Accountant shall choose one of the ------------------ two positions on each disputed matter no later than 120 days after the Closing Date and such position will be conclusive and binding upon Parent and the Company Representative with respect to determine that disputed matter if delivered in writing. The proposed Closing Date Balance Sheet will be revised as appropriate to reflect the accuracy resolution of any such claims pursuant to this Section 2.6(b). The term "Final Closing Date Balance Sheet" means the Closing Date Balance Sheet, together with any revisions thereto pursuant to this Section 2.6(b), and the term "Final Closing Date Net Worth" means the consolidated net worth of the information relating Company and the Subsidiaries immediately prior to the Company's Effective Time on the Closing Net Worth and the Company's 1997 Adjusted EBIT Date as set forth on the Financial Certificates Final Closing Date Balance Sheet. The Surviving Corporation and the Company Representative (as defined in Section 7.20) and on the financial certificates behalf of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course Company Shareholders) each shall be responsible for and shall pay one-half (1/2) of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC fees and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion expenses of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration AdjustmentArbitrating Accountant." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) Not later than ninety (90) days after the Closing Date or such other time as is mutually agreed by the Parties, Purchasers shall prepare or cause to be prepared, and deliver to Seller a revised statement (the “Revised Statement”) of the Adjustment Amount (the “Revised Adjustment Amount”), the Closing Cash (the “Revised Closing Cash”), the Closing Indebtedness (the “Revised Closing Indebtedness”) and any Trayport Transaction Expenses (the “Revised Trayport Transaction Expenses”), together with such reasonably detailed data appropriate to support such Revised Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Trayport Transaction Expenses. The Base Merger Consideration Revised Statement shall be subject prepared in accordance with the Accounting Principles and this Agreement, with all amounts reflected therein being converted to adjustment as specified British pounds sterling in this accordance with Section 3.11.2(d). (b) Within ninety For thirty (9030) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books delivery of the ------------------ Company to determine the accuracy of the information relating Revised Statement, Purchasers shall provide Seller and its Affiliates and their authorized representatives with reasonable access to the Company's Closing Net Worth relevant books, records, employees and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates representatives of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents Purchasers reasonably requested by them. CCC's Accountant will test Seller to evaluate and assess the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits calculation of the Other Group Companies. In Revised Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Trayport Transaction Expenses, including using reasonable best efforts to cause Purchasers’ accountants to cooperate and assist Seller, its Affiliates and representatives in evaluating the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- calculation of the Group CompaniesRevised Adjustment Amount, including the StockholdersRevised Closing Cash, setting forth (A) the determination made by CCC's Accountant of the Actual Revised Closing Net Worth Indebtedness and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketRevised Trayport Transaction Expenses. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have Within thirty (30) days from the following receipt of the Financial Revised Statement, Seller shall deliver to Purchasers in writing either their (i) agreement as to the calculation of the Revised Adjustment Notice Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Trayport Transaction Expenses or (ii) notice of dispute thereof, specifying in reasonable detail (A) the nature of such dispute, (B) each item of the Revised Statement with which Seller disagrees, (C) the bases for each such disagreement and (D) Seller’s calculation of the proper amount of each such disputed item (a “Dispute Notice”). During the thirty (30) days after the delivery of such dispute notice to notify CCC Purchasers, Purchasers and Seller shall attempt in good faith to resolve any such dispute and finally determine the final Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Trayport Transaction Expenses (if they dispute any). If, at the end of such Financial thirty (30)-day period, Purchasers and Seller have failed to reach an agreement with respect to the final Adjustment NoticeAmount, the matter shall be submitted to PricewaterhouseCoopers, which shall act as arbitrator solely with respect to determining the disputed items. If CCC has PricewaterhouseCoopers is unable to serve, Purchasers and Seller shall jointly select another nationally recognized accounting firm that is not received the independent auditor for either Seller or Purchasers and is otherwise neutral and impartial to act as such arbitrator; provided, however, that if Seller and Purchasers are unable to select such other accounting firm within thirty (30) days after delivery of a Dispute Notice, each of Purchaser and Seller shall cause its respective selected nationally recognized accounting firm to select another firm meeting the requirements set forth above or a neutral and impartial certified public accountant with significant relevant experience to act as such arbitrator. The accounting firm or accountant so selected shall be referred to herein as the “Accountant.” The Accountant shall determine the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Trayport Transaction Expenses (if any) in accordance with the terms and conditions of this Agreement. In making its determinations, the Accountant shall not assign a value to any disputed item that is greater than the highest value attributed to such item, or that is less than the lowest value attributed to such disputed item, in the Revised Statement and the Dispute Notice, respectively. The Accountant shall deliver to Seller and Purchasers, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Trayport Transaction Expenses (if any). Such report shall be final and binding upon the Parties to the fullest extent permitted by applicable Law and may be enforced in any court having jurisdiction. Each of Purchaser and Seller shall bear all the fees and costs incurred by it in connection with this arbitration, except that all fees and expenses relating to the foregoing work by the Accountant shall be borne by Purchasers, on the one hand, and Seller, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Accountant, which proportionate allocation will also be determined by the Accountant and be included in the Accountant’s written report. (d) On the fifth (5th) Business Day after Purchasers and Seller agree to the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Trayport Transaction Expenses (if any) (or after Purchasers and Seller receive notice of any such dispute within such 30-day periodfinal determination of the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Trayport Transaction Expenses (if any) pursuant to the procedures set forth in Section 3.7(c)), then: (i) CCC (A) if the final Adjustment Amount shall exceed the Estimated Adjustment Amount, then Purchasers shall pay to Seller an amount of cash in British pounds sterling equal to such excess and (B) if the Estimated Adjustment Amount shall exceed the final Adjustment Amount, then Seller shall pay to Purchasers an amount of cash in British pounds sterling equal to such excess; (A) if the final Closing Cash shall exceed the Estimated Closing Cash, then Purchasers shall pay to Seller an amount of cash in British pounds sterling equal to such excess and (B) if the Estimated Closing Cash shall exceed the final Closing Cash, then Seller shall pay to Purchasers an amount of cash in British pounds sterling equal to such excess; (iii) (A) if the Estimated Closing Indebtedness shall exceed the final Closing Indebtedness, then Purchasers shall pay to Seller an amount of cash in British pounds sterling equal to such excess and (B) if the final Closing Indebtedness shall exceed the Estimated Closing Indebtedness, then Seller shall pay to Purchasers an amount of cash equal to such excess; (iv) (A) if the Estimated Trayport Transaction Expenses shall exceed the final Trayport Transaction Expenses, then Purchasers shall pay to Seller an amount of cash in British pounds sterling equal to such excess and (B) if the final Trayport Transaction Expenses shall exceed the Estimated Trayport Transaction Expenses, then Seller shall pay to Purchasers an amount of cash in British pounds sterling equal to such excess; and in each of cases (i), (ii), (iii) and (iv), plus interest on such amount from the Closing Date up to but excluding the date on which such payment is made at a rate per annum equal to the Federal Funds Rate as of the Closing Date, calculated on the basis of a year of three-hundred sixty (360) days and the actual number of days elapsed. Any such payment shall be made by wire transfer of immediately available British pounds sterling (with amounts denominated in currencies other than British pounds sterling being converted to British pounds sterling in accordance with Section 1.2(d)) to the account(s) of the Party entitled to receive promptly pro rata from such payment, which account(s) shall be identified by Purchasers to Seller or by Seller to Purchasers, as the Stockholders case may be, not less than two (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject 2) Business Days prior to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall date such payment would be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"due.

Post-Closing Adjustment. (a) The Base Merger Consideration [*] Fortis shall provide to FibroGen an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and a statement that sets forth its good faith calculations of the Closing Liability Amount (the “Estimated Closing Liability Amount”), including each component thereof, the Cash Amount (the “Estimated Closing Cash Amount”), and Closing Working Capital Adjustment (the “Estimated Closing Working Capital Adjustment”), and the resulting calculation of the Closing Payment (“Estimated Closing Payment”), each of which shall be determined in accordance with GAAP, and, to the extent in conformance with GAAP, applied in a manner consistent with the principles, practices, procedures, policies and methods used by Fortis in the preparation of the Latest Balance Sheet (the “Estimated Closing Statement”). [*] of the Estimated Closing Statement, Fortis shall provide to FibroGen, and its authorized representatives, reasonable access to all records used in preparing such Estimated Closing Statement (and employees of Fortis who can adequately answer questions on the Estimated Closing Statement) and, if applicable, Fortis’ outside accountants and their work papers and other documents used in preparing such Estimated Closing Statement, subject to adjustment as specified FibroGen’s execution of customary access and non-reliance letters. [*] = Certain confidential information contained in this Section 3.1document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. (b) Within ninety (90) days following [*] FibroGen shall prepare or cause to be prepared and delivered to the Effective Time, CCC shall cause CCC's Accountant to audit Sellers’ Representative a Closing Balance Sheet and a statement (the "Post-“Adjusted Closing Audit"Statement”) the books setting forth FibroGen’s good faith calculation of the ------------------ Company to determine Closing Liability Amount, including each component thereof, the accuracy Cash Amount, and the Closing Working Capital Adjustment, and the resulting calculation of the information relating to Closing Payment, which shall be determined in accordance with GAAP, applied in a manner consistent with the Company's Closing Net Worth preparation, assumptions and estimates made or used in the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates preparation of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketLatest Balance Sheet. (c) The stockholders Sellers’ Representative will have a period [*] (the “Objection Period”) to notify FibroGen of any disagreements with FibroGen’s Adjusted Closing Statement. Any such notice shall be accompanied by supporting documentation containing reasonable detail. Failure to notify FibroGen within the Objection Period shall be deemed acceptance of FibroGen’s Adjusted Closing Statement, and upon the expiration of the Group CompaniesObjection Period the Adjusted Closing Statement shall be final, including conclusive and binding on the StockholdersParties. [*]. (d) [*]. (e) [*] (the “Negative Adjustment Amount”). (f) If the Aggregate Closing Merger Consideration Adjustment Amount is positive, through then the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC Sellers shall be entitled (after complying with the requirements described in Section 2.11(a)) to receive promptly pro rata from the Stockholders (which mayreceive, at CCC's sole discretionpursuant to Section 2.15(g), be from the Pledged Assets as defined in, and subject their Pro Rata Percentages of an aggregate amount equal to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Aggregate Closing Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment Amount (the "Actual Merger ------------- Consideration Adjustment"“Positive Adjustment Amount”). (g) [*].

Post-Closing Adjustment. (a) The Base Merger Consideration As soon as reasonably practicable following the Initial Closing Date, and, in any event, no later than two hundred ten (210) days thereafter, ABG Purchaser shall prepare and deliver to Seller a statement (the “Statement”) setting forth, in each case, ABG Purchaser’s good faith calculation of (A) Cash of each member of the Acquired Group transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without giving effect to any cash dividends and distributions following the Initial Closing and prior to the Measurement Time), (B) Indebtedness of each member of the Acquired Groups transferred at the Initial Closing or otherwise included in Assumed Liabilities to be assumed at the Initial Closing as of immediately prior to the Initial Closing, (C) Working Capital of the Business to be transferred at the Initial Closing as of the Measurement Time and (D) Unpaid Company Transaction Expenses of each member of the Acquired Group that is transferring at the Initial Closing, together with a calculation of the Purchase Price based on such amounts and reasonable supporting detail, based on the books and records of the Business and determined and calculated in accordance with the Accounting Principles, the applicable definitions set forth herein and without taking into account (x) any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting from the Transactions (other than the Pre-Closing Restructuring Transactions), (y) any actions taken at the express direction of a Purchaser before the Measurement Time outside of the ordinary course of business or (z) any change, circumstance, act, decision, fact or development occurring after the Initial Closing for purposes of establishing or altering a reserve or otherwise except in the ordinary course of business; provided, however, that with respect to the foregoing clauses (A)-(D), such items shall be subject prepared separately for the Sports Apparel Business, on the one hand, and the remainder of the Business to adjustment as specified be transferred at the Initial Closing, on the other hand. Nothing in this Section 3.11.04 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Accounting Principles, on the one hand, and GAAP, on the other hand. If ABG Purchaser fails to timely deliver or cause to be delivered a Statement in accordance with this Section 1.04(a), then the Estimated Statement shall be deemed to be the Statement and Seller may deliver a Notice of Disagreement with respect thereto in accordance with Section 1.04(b). (b) Within During the ninety (90)-day period following Seller’s receipt of the Statement, Seller and its Representatives shall be permitted, upon reasonable notice and during normal business hours, to review any records, working papers and other documents of each Purchaser and its Representatives (subject to the execution of customary work access letters if required by applicable accountants) and to have access to the personnel (including personnel responsible for accounting and finance and senior management), in each case, to the extent reasonably related to the preparation of, or otherwise reasonably related to, the Statement. The Statement shall become final and binding upon Seller and the Purchasers at 11:59 p.m. on the date that is ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit Seller’s receipt thereof (the "Post-Closing Audit"“Disagreement Deadline”), unless Seller gives written notice to ABG Purchaser of its disagreement with the Statement or any item or calculation set forth therein (the “Notice of Disagreement”) prior to such time, which Notice of Disagreement shall set forth in reasonable detail Seller’s objections and/or proposed revisions to any of the calculations set forth in the Statement; provided that the only basis on which a Notice of Disagreement may be sent is if Seller determines that the Statement was not prepared in accordance with the Accounting Principles and the definitions contained hereon or otherwise contains manifest or mathematical error. If the Notice of Disagreement is delivered by Seller prior to the Disagreement Deadline, then the Statement (as revised in accordance with this Section 1.04) shall become final and binding upon Seller and Purchasers on the earlier of (A) the books date Seller and ABG Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date all disputed matters are finally resolved in writing by the Accounting Firm (defined below) pursuant to this Section 1.04. Any determination set forth on the Statement that is not objected to in the Notice of Disagreement will be deemed accepted by Seller and will be final and binding upon Seller and the Purchasers upon delivery of the ------------------ Company to determine Notice of Disagreement. During the accuracy thirty (30)-day period following the delivery of the Notice of Disagreement (the “Resolution Period”), Seller and ABG Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of such disputed items or calculations. If any matter specified in the Notice of Disagreement remains in dispute at the end of the Resolution Period, then Seller and ABG Purchaser shall engage the dispute resolution group of ▇▇▇▇▇, LLC or, if ▇▇▇▇▇, LLC refuses such engagement, the dispute resolution group of an internationally recognized independent accounting or consulting firm mutually satisfactory to Seller and ABG Purchaser (the “Accounting Firm”), to resolve any and all such matters and, no later than five (5) days following such engagement, shall submit to the Accounting Firm in writing their respective positions with respect to any and all matters that remain in dispute at the end of the Resolution Period and that were included in the Notice of Disagreement. Seller and ABG Purchaser shall jointly instruct the Accounting Firm that it (1) shall act as an expert and not as an arbitrator, (2) shall review only the matters that were included in the Notice of Disagreement and that remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 1.04 and based solely on the written submissions of Seller and ABG Purchaser and their respective Representatives and not by independent review, (4) shall not assign a value for any item that remains in dispute that is greater than the greatest value or smaller than the smallest value set forth by either Party with respect to such item in their respective written submissions to the Accounting Firm as to the resolution of such item and (5) shall render its written decision as promptly as practicable, but in no event later than thirty (30) days after submission to the Accounting Firm of the last to be submitted of the Parties’ respective written submissions as to the resolution of all matters in dispute. Each Purchaser and Seller shall furnish to the Accounting Firm such working papers and other relevant documents and information relating to the Company's Closing Net Worth disputed matters (subject to the execution of customary work access letters if required by their accountants), and shall provide interviews, answer questions and otherwise cooperate with the Accounting Firm, as the Accounting Firm may reasonably request, in connection with its determination of such disputed matters. No Party shall have any ex-parte communication with the Accounting Firm relating to its services under or in connection with this Agreement or the Transactions. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the Parties in writing and consistent with this Agreement. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Statement and whether any component of Purchase Price as calculated in the Statement was calculated in accordance with the applicable definitions herein, the Accounting Principles and this Section 1.04, and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group CompaniesAccounting Firm is not authorized or permitted to make any other determination. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used Any determination by the Company Accounting Firm, and any work or analysis performed by the StockholdersAccounting Firm in connection with its resolution of any dispute under this Section 1.04, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology admissible in evidence in any Proceeding between Seller and any Purchaser, other than to the extent inconsistent with GAAP (as modified by necessary to enforce any payment obligation under Section 2.2(b) above1.04(c). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the ClosingAccounting Firm is not authorized or permitted to make any determination as to any matter contemplated by this Agreement, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration except as set forth in (B) abovethis Section 1.04. The differences between Accounting Firm’s determination shall be final, conclusive and binding on the respective amounts Parties, absent manifest error or fraud. At any time, including following the Resolution Period, Seller and ABG Purchaser may agree in writing to settle any disputed matter set forth in (B) the Notice of Disagreement, including any disputed matter submitted to the Accounting Firm, which agreement shall be final and (C) binding upon Seller and the amounts Purchasers; provided that, if such disputed matter has been submitted to the Accounting Firm, Seller and ABG Purchaser shall jointly instruct the Accounting Firm not to resolve such disputed matter, it being agreed that if the Accounting Firm nonetheless resolves such disputed matter, the agreement of Seller and ABG Purchaser with respect to such disputed matter shall control. The fees and expenses of the cash Accounting Firm in its capacity as such shall be borne by Seller and the CCC Common Stock components ABG Purchaser in inverse proportion as the Parties may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall be determined by the Accounting Firm at the time the determination of the Base Merger Consideration paid pursuant Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of ABG Purchaser incurred in connection with its preparation of the Statement, its review of the Notice of Disagreement and its preparation of any written submission to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment Accounting Firm shall be owed borne by CCC ABG Purchaser. The fees, costs and expenses of Seller incurred in connection with its review of the Statement, its preparation of the Notice of Disagreement and its preparation of any written submission to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment Accounting Firm shall be owed borne by the Stockholders to CCCSeller. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (Each Purchaser other than normal quarterly dividendsABG Purchaser hereby irrevocably designates and appoints ABG Purchaser to serve as its representative, as the same may be adjusted from time to time agent, proxy and in the ordinary course)attorney-in-fact, then the number with full power of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if anysubstitution, to be issued act for and do any and all things and to negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes in respect of the Merger Consideration Adjustment shall be registered under determination of the 1933 Act and approved for quotation on the Nasdaq National MarketFinal Purchase Price pursuant to this Section 1.04(b). (c) The stockholders of If the Group CompaniesClosing Date Purchase Price is less than the Final Purchase Price, including then ABG Purchaser shall pay or cause to be paid to an account designated in writing by Seller the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice amount of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review difference by wire transfer of immediately available funds no later than five (5) Business Days after the books of the Group Companies including, the Surviving Corporation, the Financial Certificates Statement becomes final and the Financial Adjustment Notice (binding on Seller and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Purchasers pursuant to

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. Within one hundred twenty (b) Within ninety (90120) days following the Effective TimeClosing Date, CCC AppNet shall cause CCC▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("AppNet's Accountant Accountant") to audit the Company's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") ). The parties acknowledge and agree that for purposes of determining the books Net Worth of the ------------------ Company to determine the accuracy as of the information relating to Closing Date, the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates value of the Other Group Companies. In determining assets of the accuracy Company shall, except with the prior written consent of such information reflected on the Financial Certificates AppNet, be calculated as provided in the course last sentence of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above)7.12. The Stockholders shall cooperate and shall use their reasonable efforts to cause the officers and employees of the Company to cooperate with CCC AppNet and CCCAppNet's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCCAppNet's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCCAppNet's Accountant determines (i) a different amount that the actual Net Worth of the Company as of the Closing Date was less than the Group Closing Net Worth (set forth as the "Actual Net Worth of the Company on the Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )Financial Certificate, CCC AppNet shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, Stockholder Representative (as defined in Section 2.5) setting forth (Ai) the determination made by CCCAppNet's Accountant of the Actual Closing actual Net Worth and of the Company (the "Actual 1997 Adjusted EBITCompany Net Worth"), (Bii) the amount of the cash portion of the Base Merger Consideration Purchase Price that would have been payable at Closing pursuant to Section 2.2(c) Sections 2.2 and 2.3 had the Actual Closing Company Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyFinancial Certificate, and (Ciii) the number of shares issued as part of amount, if any, by which the Base Merger Consideration that Cash Payment would have been issuable reduced at Closing had the Actual Closing Company Net Worth and the Actual Adjusted EBIT been used to determine in the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted calculations pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as 2.2 and 2.3 (the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration "). The Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketPurchase Price already taken pursuant to Section 2.3. (cb) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, Stockholder Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC AppNet if they the Stockholders dispute such Financial Adjustment Notice. If CCC AppNet has not received notice of any such a dispute within such 30-day period, (i) CCC AppNet shall be entitled to receive promptly pro rata from the Stockholders (which mayStockholder Representative the Adjustment, in cash or, at CCC's sole discretionthe option of the Stockholder Representative, be from in AppNet Common Stock valued at $6.00 per share, as adjusted pursuant to this Section 2.4(b) (the Pledged Assets as defined in"Stock Price"), and subject on the thirtieth day after receipt of the Financial Adjustment Notice; provided, that if AppNet shall at any time subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Stock Price in effect immediately prior to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders such subdivision shall be entitled proportionately reduced and, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares, the Stock Price in effect immediately prior to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholderssuch combination shall be proportionately increased. If, however, the Stockholders (through the Group Representative) have Stockholder Representative has delivered notice of such a dispute to CCC AppNet within such 30-day period, then CCCAppNet's Accountant shall select a New Accounting Firm an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the books of the Group Companies includingCompany's books, the Surviving Corporation, the Closing Financial Certificates Certificate and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment. Such independent accounting firm shall be confirmed by the Stockholder Representative and AppNet within five (5) days of its selection, unless there is an actual conflict of interest. The independent accounting firm shall make its determination of the Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, AppNet shall be entitled to receive from the Stockholder Representative the Adjustment, in cash or shares of AppNet Common Stock as set forth above. The costs of the independent accounting firm shall be borne by the party (either AppNet or the Stockholder Representative) whose determination of the Company's Net Worth at Closing was further from the determination of the independent accounting firm, or equally by AppNet and the Stockholder Representative in the event that the determination by the independent accounting firm is equidistant between the Net Worth set forth on the Closing Financial Certificate and the Actual Company Net Worth. If any Adjustment is determined by the independent accounting firm to be due, the Adjustment shall be payable to AppNet in cash by the Stockholder Representative within ten (the "Actual Merger ------------- Consideration Adjustment"10) days after such determination.

Post-Closing Adjustment. (a) The Base Merger Consideration As promptly as practicable after the Closing, but in any event within seventy-five (75) days after the Closing Date, Purchaser will prepare and deliver to Seller a statement based on the Accounting Principles (the “Post-Closing Statement”) setting forth in reasonable detail Purchaser’s good faith calculation of (i) the Net Working Capital and the NWC Adjustment, (ii) the Closing Cash, (iii) the Closing Indebtedness, (iv) the Acquired Companies Transaction Expenses and (v) the proposed Final Purchase Price, in each case, determined as of the Reference Time and in accordance with the Accounting Principles and this Agreement, and based on the books and records of the Acquired Companies. Upon receipt of the Post-Closing Statement, Seller and its agents and representatives shall be subject given reasonable on-site access, during normal business hours and upon reasonable prior notice, to adjustment or copies of (as specified in this Seller shall request), solely relevant for the purpose of verifying the Post-Closing Statement and upon execution of a customary access letter if required by Purchaser’s outside accountants, if applicable: (A) all of the books and records, work papers, trial balances and other materials relating to the Post-Closing Statement; and (B) Purchaser’s and the Acquired Companies’ personnel and accountants. If Purchaser does not deliver the Post-Closing Statement to Seller within seventy-five (75) days after the Closing Date, Purchaser shall be deemed to have agreed on the Closing Statement delivered by Seller pursuant to Section 3.11.3(b) and such Closing Statement (and the calculations therein) shall be final, non-appealable and binding on the Parties hereto. (b) Within ninety Seller may, within forty-five (9045) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion delivery of the Post-Closing Audit within Statement (the aforementioned time period. Without limiting the generality of the foregoing“Seller Notice Period”), within two weeks after the Closing, the Stockholders shall provide CCC's Accountant deliver a notice to Purchaser disagreeing with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon specific items in the Post-Closing Audit Statement and setting forth Seller’s calculation of the Net Working Capital, NWC Adjustment, Closing Cash, Closing Indebtedness and the postAcquired Companies Transaction Expenses, together with supporting documentation and work papers describing in reasonable detail how such specific items were derived, calculated or otherwise determined (the “Notice of Disagreement”). If Seller does not deliver the Notice of Disagreement within the Seller Notice Period, then Seller will be deemed to have agreed to the Post-closing audits Closing Statement and the computation of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as Purchase Price set forth in (B) above. The differences between the respective amounts set forth in (B) therein will be final, conclusive and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution binding on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved Parties for quotation on the Nasdaq National Marketall purposes hereunder. (c) The stockholders If Seller delivers the Notice of Disagreement within the Group CompaniesSeller Notice Period, including Purchaser and Seller, during the Stockholders, through the Group Representative, shall have thirty (30) days from following such delivery, will cooperate in good faith to reach agreement in writing on the receipt disputed items or amounts in order to determine the Final Purchase Price. If the Parties so resolve all disputes, the computation of the Financial Adjustment Purchase Price agreed upon by the Parties, will be final, conclusive and binding on the Parties for all purposes hereunder. (d) If Seller delivers a Notice of Disagreement within the Seller Notice Period, and Purchaser and Seller are unable to notify CCC if they reach an agreement on the disputed items within the period described in Section 1.5(c), the Parties will jointly engage an independent nationally recognized accounting firm to be agreed upon by Purchaser and Seller (the “Independent Accountant”) (with the initial engagement costs paid fifty (50%) by Purchaser and fifty (50%) by Seller, and with the contribution of such costs by Purchaser or Seller, as applicable, reimbursed or credited following the final allocation of fees and disbursements of the Independent Accountant pursuant to this Section 1.5(d)), to review this Agreement and solely the disputed items or amounts for the purpose of calculating the Final Purchase Price (it being understood that, in making such calculation, the Independent Accountant will function as an expert and not as an arbitrator). The scope of the disputes to be resolved by the Independent Accountant shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute such Financial Adjustment Noticewere determined in accordance with the Accounting Principles and this Agreement, and the Independent Accountant is not to make any other determination, including any determination as to whether the definition of “Target Net Working Capital” is adequate or sufficient. If CCC has not received notice In making its calculation of any such dispute within such 30-day periodthe Final Purchase Price, the Independent Accountant (i) CCC shall be entitled to receive promptly pro rata from will apply the Stockholders (which mayAccounting Principles including definitions of “Net Working Capital,” “Closing Cash,” “Closing Indebtedness” and “Acquired Companies Transaction Expenses” in this Agreement, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) will consider only those items or amounts in the Stockholders Post-Closing Statement as to which Seller specifically disputes in the Notice of Disagreement and (iii) will not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser or Seller or less than the smallest value for such item assigned by Purchaser or Seller in the Post-Closing Statement or the Notice of Disagreement, as applicable. The Independent Accountant’s decision shall be entitled based solely on written submissions by Purchaser and Seller and their respective Representatives and in no event shall any Party engage in any ex parte communications with the Independent Accountant. Purchaser and Seller shall use their commercially reasonable efforts to receive cause the Independent Accountant to deliver to Purchaser and Seller, as promptly from CCC as practicable (but in any Merger Consideration Adjustment owed event within thirty (30) days after the date of engagement of the Independent Accountant), a report setting forth its calculation of the Final Purchase Price. The Independent Accountant’s calculation of the Final Purchase Price will be final, conclusive and binding on the Parties for all purposes hereunder. Subject to the Stockholders. If, howeverfollowing sentence, the Stockholders (through costs of any dispute resolution pursuant to this subsection, including the Group Representative) have delivered notice fees, costs and expenses of the Independent Accountant and of any enforcement of the determination thereof, shall be borne by Purchaser and Seller in proportion to the final allocation made by the Independent Accountant of the disputed items weighted in relation to the claims made by Purchaser and Seller, such that the prevailing Party pays the lesser proportion of such a fees, costs and expenses. For example, if Seller claims that the appropriate adjustments are $1,000 greater than the amount determined by Purchaser and if the Independent Accountant ultimately resolves the dispute by awarding to CCC within such 30-day periodSeller $300 of the $1,000 contested, then CCC's the fees, costs and expenses of the Independent Accountant shall select a New Accounting Firm be allocated thirty percent (30%) (i.e. 300 divided by 1,000) to review Purchaser and seventy percent (70%) (i.e. 700 divided by 1,000) to Seller. Notwithstanding the books foregoing, the fees and disbursements of the Group Companies includingRepresentatives 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 borne by such Party. (e) The final, conclusive and binding Purchase Price as determined in accordance with Section 1.5(b), (c) and (d), will be referred to as the “Final Purchase Price.” (f) If the Final Purchase Price is greater than the Estimated Purchase Price (such excess, the Surviving Corporation“Purchase Price Excess Amount”), Purchaser will promptly, and in no event later than five (5) Business Days after determination of the Final Purchase Price in accordance with this Section 1.5, pay or cause to be paid to Seller an aggregate amount equal to the Purchase Price Excess Amount, by wire transfer of immediately available funds to the Seller Account. (g) If the sum of the Final Purchase Price is less than the Estimated Purchase Price (such deficit, the Financial Certificates “Purchase Price Deficit Amount”), Seller will promptly, and the Financial Adjustment Notice in no event later than five (and related information5) to determine the amount, if any, Business Days after determination of the revised Merger Consideration Adjustment (Final Purchase Price in accordance with this Section 1.5, pay to Purchaser an aggregate amount equal to the "Actual Merger ------------- Consideration Adjustment"Purchase Price Deficit Amount, by wire transfer of immediately available funds to an account specified by Purchaser.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject As promptly as practicable following the Closing Date (but not later than 90 days after the Closing Date), the Company shall: (i) prepare, in accordance with the Agreed Accounting Principles, a balance sheet as of the Closing Date with respect to adjustment the Company (the “Preliminary Closing Date Balance Sheet”); (ii) determine from such Preliminary Closing Date Balance Sheet the net worth of the Company on the Closing Date (the “Net Worth”) (such Net Worth as specified determined by the Company being referred to as the “Preliminary Net Worth”); and (iii) deliver to the Stockholders the Preliminary Closing Date Balance Sheet, and a certificate setting forth the Preliminary Net Worth (along with a summary of (a) all deviations from the Company’s prior accounting practices which CLARCOR and the Buyer believe are necessary to enable the Preliminary Closing Date Balance Sheet to comply with the Agreed Accounting Principles, and (b) all deviations of the Company’s prior accounting practices from GAAP (to the extent not set forth on Annex 1) in this Section 3.1connection therewith) (the “Preliminary Net Worth Report”). (b) Within ninety (90) days Promptly following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books receipt of the ------------------ Company to determine Preliminary Net Worth Report, the accuracy Stockholders may review the same and, within 60 days after the date of the information relating such receipt, may deliver to the Company's Company a certificate setting forth their objections to the Preliminary Closing Date Balance Sheet and the Preliminary Net Worth and the Company's 1997 Adjusted EBIT as set forth in the Preliminary Net Worth Report (which objections may include proposed adjustments related to the proper application of the Agreed Accounting Principles and the proper application of GAAP (except as otherwise reflected on Annex 1) in the preparation of the Preliminary Closing Date Balance Sheet), together with a summary of the reasons therefore and calculations which, in their view, are necessary to eliminate such objections. In the event the Stockholders do not so object by delivering such certificate within such 60 day period, the Preliminary Closing Date Balance Sheet and the Preliminary Net Worth set forth in the Preliminary Net Worth Report shall be final and binding as the “Closing Date Balance Sheet” and the Net Worth, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (c) In the event Stockholders so object within such 60 day period, CLARCOR, Buyer and Stockholders shall use their reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Closing Date Balance Sheet and the Preliminary Net Worth and, in the event CLARCOR, Buyer and the Stockholders so resolve any such differences, the Preliminary Closing Date Balance Sheet and the Preliminary Net Worth set forth in the Preliminary Net Worth Report as adjusted by the Agreed Adjustments shall be final and binding as the Closing Date Balance Sheet and the Net Worth, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (d) In the event and to the extent that such differences are not resolved by Agreed Adjustments within the 30 day period next following such 60-day period, then CLARCOR, Buyer and the Stockholders shall submit the objections that are then unresolved to a firm of certified public accountants mutually acceptable to CLARCOR, Buyer and the Stockholders (the “Accounting Firm”) and such firm shall be directed by CLARCOR, Buyer and the Stockholders to resolve the unresolved objections (based solely on the Financial Certificates (as defined in Section 7.20) presentations by CLARCOR and Buyer on the financial certificates one hand, and by the Stockholders on the other hand, as to whether any disputed matter had been determined in a manner consistent with the Agreed Accounting Principles) as promptly as reasonably practicable but in any event no later than 30 days after submitting such dispute to the Accounting Firm, and to deliver written notice to each of CLARCOR, Buyer and Stockholders setting forth its resolution of the Other Group Companiesdisputed matters. In determining The Preliminary Closing Date Balance Sheet and the accuracy Preliminary Net Worth, after giving effect to any Agreed Adjustments and to the resolution of such information reflected on disputed matters by the Financial Certificates in Accounting Firm, shall be final and binding as the course Closing Date Balance Sheet and the Net Worth, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the Post- Closing Auditparties set forth elsewhere in this Agreement. Subject to the preceding sentence, CCC's Accountant shall apply no party may contest the same accounting methodology used amount payable by the Company CLARCOR or the Stockholders, as applicable, in preparing such information; provided under this Section 2.4 following the date that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from after the receipt resolution of disputed matters by the Accounting Firm. (e) At all times until the Closing Date Balance Sheet and Net Worth are final pursuant to the terms herein, the parties hereto shall make available to each other party and their accountants, if applicable, the Accounting Firm, such books, records and other information (including work papers) as any of the Financial Adjustment Notice foregoing may reasonably request to notify CCC if they dispute such Financial Adjustment Noticeprepare, audit or review the Preliminary Net Worth Report, any objections thereto by the Stockholders or any matters submitted to the Accounting Firm. If CCC has not received notice The fees of any such dispute within such 30-day period, (i) CCC the Accounting Firm shall be entitled to receive promptly pro rata from paid 50% by CLARCOR and 50% by the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders none of such fees shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed accrued or reflected on the Closing Date Balance Sheet. (f) If the Net Worth so determined is greater than the Estimated Closing Net Worth, such excess shall be payable in cash by CLARCOR, on behalf of Buyer, to the Stockholders. IfSuch payments shall occur on or before the 15th day following the date on which the Net Worth becomes final and binding hereunder. (g) If the Net Worth so determined is less than the Estimated Closing Net Worth, however, such deficiency shall be paid by the Stockholders to CLARCOR in cash. Such payment shall occur on or before the 15th day following the date on which the Net Worth becomes final and binding hereunder. (through h) Any payments made pursuant to Sections 2.4(f) or 2.4(g) shall be treated by all parties hereto as an adjustment to the Group RepresentativePurchase Price for all purposes, including without limitation for Tax purposes. (i) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant The parties’ obligations under this Section 2.4 shall select a New Accounting Firm to review survive the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Closing.

Post-Closing Adjustment. (ai) The Base Merger Consideration As promptly as practicable, but in no event later than sixty (60) calendar days following the Closing Date, Parent shall cause to be subject prepared in accordance with the Specified Accounting Principles, and delivered to adjustment the Equityholder Representative an unaudited balance sheet of the Company as specified of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement (the “Parent Closing Statement”) setting forth in this Section 3.1reasonable detail Parent’s calculation of each of (i) the Closing Working Capital, (ii) the Closing Indebtedness and (iii) the Closing Cash and attaching all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to the Equityholder Representative. (bii) Within ninety From and after the delivery of the Closing Balance Sheet and the Parent Closing Statement, Parent, and, as necessary, any Affiliate of Parent, shall provide the Equityholder Representative and any accountants or advisors retained by the Equityholder Representative with reasonable access to the books and records of the Surviving Corporation (90or any successor thereto) days following for the Effective Timepurposes of: (A) enabling the Equityholder Representative and its accountants and advisors to calculate, CCC and to review Parent’s calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; and (B) identifying any dispute related to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement. (iii) If the Equityholder Representative disputes the calculation of any of the Closing Working Capital, the Closing Indebtedness or the Closing Cash set forth in the Parent Closing Statement, then the Equityholder Representative shall cause CCC's Accountant deliver a written notice (a “Dispute Notice”) to audit Parent and the Escrow Agent during the 30-day period commencing upon receipt by the Equityholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the "Post-“Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Equityholder Representative does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, Parent’s calculation of each of the Closing Audit"Working Capital, the Closing Indebtedness and the Closing Cash set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Equityholder Representative and the Company Stockholders for all purposes of this Agreement. (v) If the Equityholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Equityholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash, as applicable. If the Equityholder Representative and Parent are unable to reach agreement on the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash within 20 calendar days after the end of the Review Period, the Equityholder Representative, on the one hand, or Parent, on the other hand, shall have the right to refer such dispute to a nationally recognized accounting firm chosen by Parent and the Equityholder Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Parent and the Equityholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of each of the Closing Working Capital, the Closing Indebtedness and the Closing Cash; (ii) the books Designated Accounting Firm shall determine the Closing Working Capital in accordance with the Specified Accounting Principles within 30 calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to the Equityholder Representative, Parent and the Escrow Agent; and (iii) the determination of each of the ------------------ Closing Working Capital, the Closing Indebtedness and the Closing Cash made by the Designated Accounting Firm shall be final and binding on Parent, the Equityholder Representative and the Company to determine the accuracy Stockholders for all purposes of this Agreement, absent manifest error. In calculating each of the information relating to Closing Working Capital, the Company's Closing Net Worth Indebtedness and the Company's 1997 Adjusted EBIT as set forth on Closing Cash, the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the course of Dispute Notice. The Expert Calculations (i) shall reflect in detail the Post- differences, if any, between the Closing AuditWorking Capital, CCC's Accountant shall apply the same accounting methodology used by Closing Indebtedness and the Company or the StockholdersClosing Cash, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC reflected therein and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the ClosingWorking Capital, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT Indebtedness and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d)Cash, respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a)Parent Closing Statement, as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders with respect to any specific discrepancy or disagreement, shall be entitled to receive promptly no greater than the higher amount calculated by Parent or the Equityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Equityholder Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by Parent and the Equityholder Representative (on behalf of the Equityholders) from CCC any Merger Consideration Adjustment owed the Equityholder Representative Expense Fund in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates disputed items proposed by Parent and the Financial Adjustment Notice (and related information) to determine Equityholder Representative, respectively), as determined by the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Designated Accounting Firm.

Post-Closing Adjustment. (a) Not later than ninety (90) days after the Closing Date or such other time as is mutually agreed by the Parties, Purchaser shall prepare or cause to be prepared, and deliver to Parent a revised Closing Date Statement and a revised statement of the Adjustment Amount as of the Closing Date (the "Revised Adjustment Amount"), together with such reasonably detailed data appropriate to support such revised Closing Date Statement and Revised Adjustment Amount. The Base Merger Consideration Revised Adjustment Amount shall be subject prepared in accordance with GAAP, consistent with the Accounting Principles. In connection with the preparation of such revised Closing Date Statement and the calculation of the Revised Adjustment Amount, Sellers shall: (A) provide Purchaser and its Affiliates (including the Acquired Subsidiaries) and their authorized representatives with reasonable access, during normal business hours, upon reasonable notice and without unreasonably interfering with Sellers' operations of their businesses, to adjustment the relevant books, records and facilities of the Business and the relevant employees, consultants and representatives of Parent or its Affiliates who were involved in the preparation of the Closing Date Statement and Revised Adjustment Amount; and (B) cooperate in good faith with Purchaser and its Affiliates (including the Acquired Subsidiaries) and their authorized representatives, in each case, as specified in this Section 3.1reasonably requested by Sellers to evaluate, assess and prepare the Closing Date Statement and Revised Adjustment Amount. (b) Within ninety For thirty (9030) days following the Effective Timedelivery of the Revised Adjustment Amount, CCC Purchaser shall cause CCC's Accountant provide Sellers and their Affiliates and their authorized representatives with reasonable access to audit the relevant books, records, facilities, employees and representatives of Purchaser reasonably requested by Sellers to evaluate and assess the preparation of the revised Closing Date Statement and the calculation of the Revised Adjustment Amount. (c) Within thirty (30) days following receipt of the Revised Adjustment Amount, Parent shall deliver to Purchaser in writing either its (i) agreement as to the calculation of the Revised Adjustment Amount or (ii) dispute thereof, specifying in reasonable detail the nature of its dispute. To be effective, any such notice of dispute shall include a copy of the Revised Adjustment Amount, marked to indicate those specific line items that are in dispute (the "Post-Closing AuditDisputed Line Items") the books and shall be accompanied by Parent's calculation of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesRevised Adjustment Amount. In the event that CCC's Accountant determines Parent does not provide a notice of dispute within such thirty (i30) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )day period, CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- Parent, on behalf of the Group CompaniesSellers, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed deemed to have accepted in full the Revised Adjustment Amount as prepared by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment Purchaser, which shall be owed by final and binding for the Stockholders to CCCpurposes hereunder. If, on or prior to During the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from after the receipt delivery of the Financial Adjustment Notice such dispute notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of Purchaser, Purchaser and Parent shall attempt in good faith to resolve any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from and finally determine the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration final Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the StockholdersAmount. If, at the end of such thirty (30)-day period, Purchaser and Parent have failed to reach agreement with respect to the final Adjustment Amount, the matter shall be submitted to KPMG LLP, which shall act as arbitrator. If KPMG LLP is unable to serve, Purchaser and Parent shall jointly select another nationally recognized accounting firm that is not the independent auditor for either Parent or Purchaser and is otherwise neutral and impartial; provided, however, the Stockholders that if Parent and Purchaser are unable to select such other accounting firm within thirty (through the Group Representative30) have delivered days after delivery of written notice of such a dispute disagreement, each of Purchaser and Parent shall cause its respective selected nationally recognized accounting firm to CCC within such 30-day period, then CCC's select another firm meeting the requirements set forth above or a neutral and impartial certified public accountant with significant relevant experience. The accounting firm or accountant so selected shall be referred to herein as the "Accountant." The Accountant shall select a New Accounting Firm to review determine the books final Adjustment Amount in accordance with the terms and conditions of this Agreement. In making such determination, the Accountant may only consider Disputed Line Items and must resolve the matter in accordance with the terms and provisions of this Agreement; provided that the determination of the Group Companies includingAccountant will neither be more favorable to Purchaser than reflected in the Closing Date Statement or the Revised Adjustment Amount nor more favorable to Parent than reflected in Parent's dispute notice. The Accountant shall deliver to Parent and Purchaser, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, resolution of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"final

Post-Closing Adjustment. The Merger Consideration that would otherwise be payable in connection with the Merger will be subject to reduction as follows: (a) As soon as practicable, but in no event later than 60 days following the Closing Date, the Parent shall deliver to the Shareholder Representatives (as defined in Section 1.13 hereof) an audited balance sheet of LCI as of the close of business on the Closing Date (the "Closing Balance Sheet") accompanied by a report from the Parent's independent certified public accountants. The Base Merger Consideration shall Closing Balance Sheet will be subject prepared in conformity with U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent with the Audited Financial Statements and the Latest Balance Sheet (as such terms are defined in Section 3.7 hereof), including without limitation the same principles and methodologies with respect to adjustment allowances and reserves as specified applied in this Section 3.1connection with the Audited Financial Statements and the Latest Balance Sheet. (b) Within ninety (90) After receipt of the Closing Balance Sheet, the Shareholder Representatives shall have 15 days to review it and shall have full access to all relevant books and records and employees of LCI and the Parent's accountants to the extent required to complete their review of the Closing Balance Sheet, including the accountant's work papers used in preparation thereof. Unless the Shareholder Representatives deliver written notice to the Parent on or prior to the 15th day after receipt of the Closing Balance Sheet specifying in reasonable detail all disputed items and the basis therefore, the parties shall be deemed to have accepted and agreed to the Closing Balance Sheet. If such Shareholder Representatives so notify the Parent of an objection to the Closing Balance Sheet, the parties shall, within 30 days following the Effective Time, CCC shall cause CCC's Accountant to audit date of such notice (the "Post-Closing AuditResolution Period") ), attempt to resolve their differences, and any resolution by them as to any disputed amount shall be final, binding, conclusive and nonappealable, provided that, unless otherwise specifically agreed to by the books of parties, no agreement by the ------------------ Company to determine the accuracy of the information relating parties hereto as to the Company's Final Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates Balance Sheet (as defined in Section 7.201.6(c) and hereof) shall prevent either party from making any claims under Article 8 hereof. (c) If at the conclusion of the Resolution Period such parties have not reached an agreement on the financial certificates objections, all amounts remaining in dispute may, at the election of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Auditeither party, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology submitted to the extent inconsistent with GAAP (as modified Boston, Massachusetts or Minneapolis, Minnesota office of a "Big Five" accounting firm or another nationally recognized accounting firm not otherwise engaged by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth either party (the "Actual Closing Net WorthNeutral Auditor") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver and such parties agree to execute, if requested by the Neutral Auditor, a written notice with ---- supporting documentation (reasonable engagement letter. One-half of the "Financial Adjustment Notice") fees and expenses relating to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockwork, if any, to be issued performed by the Neutral Auditor shall be borne by the LCI Shareholders, on the one hand, and the remaining half by the Parent, on the other hand, unless the Neutral Auditor finds one party acted in respect bad faith, in which case such party shall pay all such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the party incurring such cost and expense. The Neutral Auditor shall act as an arbitrator to determine, based solely on the presentations by the parties and not by independent review, only those issues still in dispute. The Neutral Auditor's determination shall be made within 30 days of its engagement (which engagement shall be made no later than five days after an election by either party to submit the objections to the Neutral Auditor) or as soon thereafter as possible, shall be set forth in a written statement and shall be final, binding, conclusive and nonappealable, provided that neither the Neutral Auditor's determination of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Final Closing

Post-Closing Adjustment. (a) The Base Merger Consideration No later than the later of the date (x) sixty (60) days after the Closing Date or (y) thirty (30) days after receiving from Seller the Closing Date Balance Sheet pursuant to Section 5.20 and all information reasonably required to prepare the following items to the extent such information is required to be provided under the Transition Services Agreement, Buyer shall be subject prepare and deliver to adjustment as specified Seller a statement calculating the (i) Net Working Capital and the Net Working Capital Adjustment based thereon, (ii) Closing Cash, (iii) the Completion Bonus Amount, (iv) Closing Indebtedness, and (v) the resulting calculation of the Final Purchase Price, together with reasonable supporting detail and documentation (the “Preliminary Closing Statement”). Buyer will (A) permit, and will cause the Company to permit, Seller and its advisors and representatives reasonable and timely access to the books, records, properties, premises, work papers, personnel and other information of the Business to permit Seller and its advisors to review the Preliminary Closing Statement or to address any dispute described in this Section 3.12.8 (provided, however, that any such investigation shall be conducted during normal business hours under the supervision of the applicable personnel of Buyer or the Company and not interfere unreasonably with the operations of the Business), and (B) cooperate, and will cause the Company to cooperate, with Seller and its advisors and representatives in connection with such review or any dispute, including providing on a timely basis other information reasonably necessary or useful in connection with the review of the Preliminary Closing Statement as is reasonably requested by Seller or its advisors or representatives. The Parties agree that the purpose of preparing and calculating the Net Working Capital, Closing Cash, and Closing Indebtedness hereunder is to measure changes in Net Working Capital, Closing Cash, and Closing Indebtedness without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Accounting Principles. The Preliminary Closing Statement and the calculation of the Net Working Capital, Closing Cash, and Closing Indebtedness contained therein shall entirely disregard (x) any and all effects on the assets or Liabilities of the Business as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and (y) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances that are unique or particular to Buyer or any of its assets or Liabilities. (b) Within ninety Seller shall, within sixty (9060) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books its receipt of the ------------------ Company to determine Preliminary Closing Statement, accept or reject the accuracy calculations of the information relating to the Company's Net Working Capital, Closing Net Worth Cash, and the Company's 1997 Adjusted EBIT as Closing Indebtedness set forth on therein. If Seller disagrees with the Financial Certificates (as defined in Section 7.20) and on Preliminary Closing Statement or the financial certificates calculations of the Other Group Companies. In determining the accuracy Net Working Capital, Closing Cash, or Closing Indebtedness set forth therein, then Seller shall give written notice to Buyer of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing dispute and any reason therefor within such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP sixty (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time 60)-day period. Without limiting the generality Should Seller fail to notify Buyer of the foregoinga dispute within such sixty (60)-day period, within two weeks after the Closing, the Stockholders Seller shall provide CCC's Accountant be deemed to agree with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesBuyer’s calculations. In the event that CCC's Accountant determines there is a dispute, Buyer and Seller 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. If Seller and Buyer are unable to reach a resolution with such effect within thirty (i30) a different amount than days after the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a receipt by Buyer of Seller’s written notice with ---- supporting documentation of dispute, Seller and Buyer shall submit the items remaining in dispute for resolution to Ernst & Young or, if Ernst & Young is unwilling or unable to serve, to a nationally recognized accounting firm mutually agreed upon by Seller and Buyer (such identified or selected firm, the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's “Independent Accountant”). The Independent Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyshall act as an expert, and not an arbitrator, and shall use commercially reasonable efforts to issue its report as to all matters in dispute (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (Conly such matters) and the amounts determination of the cash Net Working Capital and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 Net Working Capital Adjustment based thereon and/or Closing Cash and Closing Indebtedness within thirty (a), as adjusted pursuant to Sections 2.2(c30) or 2.2(d), days after such dispute is referred to hereafter as the "Merger Consideration Adjustment." Any increase Independent Accountant. The Independent Accountant shall not have the power to modify or amend any term or provision of this Agreement. Buyer on the one hand, and Seller on the other hand, shall bear all costs and expenses incurred by them in connection with such expert review, except that the fees and expenses of the Independent Accountant hereunder shall be borne by Buyer, on the one hand, and Seller, on the other hand, in the Base Merger ------------------------------- Consideration resulting from same proportion that the aggregate amount of such Merger Consideration Adjustment remaining disputed items so submitted to the Independent Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of such remaining disputed items so submitted. This provision shall be owed specifically enforceable by CCC the Parties, and the decision of the Independent Accountant in accordance with the provisions hereof shall be final and binding with respect to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment matters so arbitrated and there shall be owed by the Stockholders to CCC. If, on or prior to the payment no right of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketappeal therefrom. (c) The stockholders Preliminary Closing Statement shall be deemed final (the “Final Closing Statement”) upon the earliest of (i) the Group Companies, including the Stockholders, through the Group Representative, shall have thirty failure of Seller to notify Buyer of a dispute within sixty (3060) days from the of Seller’s receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day periodPreliminary Closing Statement, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall resolution of all disputes, pursuant to Section 2.8(b), by Seller and Buyer or (iii) the resolution of all disputes, pursuant to Section 2.8(b), by the Independent Accountant. The Final Closing Statement will be entitled prepared in accordance with the agreement of Buyer and Seller pursuant to receive promptly from CCC any Merger Consideration Adjustment owed Section 2.8(b), and if and to the Stockholders. If, howeverextent any disputes are submitted to the Independent Accountant pursuant to Section 2.8(b), the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books decision of the Group Companies including, Independent Accountant. (d) Within five (5) Business Days following the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, determination of the revised Merger Consideration Adjustment Final Closing Statement in accordance with Section 2.8(c): (i) If the "Actual Merger ------------- Consideration Adjustment"Closing Purchase Price exceeds the Final Purchase Price, Seller shall pay to Buyer the amount by which the Closing Purchase Price exceeds the Final Purchase Price by wire transfer in immediately available funds to one or more accounts designated in writing by Buyer. (ii) If the Final Purchase Price exceeds the Closing Purchase Price, Buyer shall pay to Seller the amount by which the Final Purchase Price exceeds the Closing Purchase Price by wire transfer in immediately available funds to one or more accounts designated in writing by Seller. (e) The Parties agree that any adjustment as determined pursuant to this Section 2.8 will be treated as an adjustment to the purchase price for all Tax purposes, except as otherwise required by Law.

Post-Closing Adjustment. (a) Within ninety days after the Closing Date, Acquiror shall deliver to Seller a statement (the “Closing Statement”), showing in reasonable detail its final determination of the Seller Capital Contribution and Total Adjusted Capital, in each case as of the Effective Time. The Base Merger Consideration Closing Statement: (i) shall be subject prepared using the same format and the same methodologies required to be used in preparing the Estimated Closing Statement and (ii) shall clearly set forth any variations between the Estimated Total Adjusted Capital and Acquiror’s calculation of the Total Adjusted Capital. Total Adjusted Capital and each of its component parts, Capital and Surplus and the Asset Valuation Reserve, shall be determined in accordance with SAP applied consistent with the application of SAP in the preparation of the Statutory Statements, and reserves shall be determined using the actuarial model and actuarial assumptions used in setting the reserves reflected in the Annual Statutory Statement for the year ended December 31, 2016. The Acquiror acknowledges and agrees that the amount of the Estimated Seller Capital Contribution was negotiated and agreed to address all issues related to the adequacy and sufficiency of reserves as part of the adjustment as specified required pursuant to this Section 2.09, and the Acquiror will not propose any adjustment of reserves pursuant to this Section 2.09. Notwithstanding anything to the contrary set forth in this Section 3.12.09(a), nothing contain herein shall affect or otherwise limit the ability of Acquiror to seek indemnification for breaches of any representation or warranties of Seller set forth in this Agreement. (b) Within ninety (90) thirty days following after its receipt of the Effective TimeClosing Statement, CCC shall cause CCC's Accountant to audit or such other time as is mutually agreed in writing by the parties (the "Post-Closing Audit"“Notice Period”), Seller shall deliver in writing to Acquiror either (i) its agreement with the books calculation of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth Seller Capital Contribution and the Company's 1997 Total Adjusted EBIT Capital as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") Statement or (ii) ------------------ a different amount than its dispute thereof, specifying in reasonable detail each item in dispute and the Group 1997 Adjusted EBIT nature of such dispute (such items in dispute, the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written “Disputed Items,” and such notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group CompaniesDisputed Items, including the Stockholders“Dispute Notice”). If Seller fails to deliver to Acquiror a Dispute Notice within the Notice Period, setting forth (A) then the determination made by CCC's Accountant of the Actual Closing Net Worth Total Adjusted Capital and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration Seller Capital Contribution as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment Closing Statement shall be owed by CCC final and binding on the parties and shall constitute the final Seller Capital Contribution. If Seller delivers to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or Acquiror a Dispute Notice prior to the payment expiration of the Merger Consideration AdjustmentNotice Period, CCC should split or combine then Acquiror and Seller shall cooperate and each shall cause its Representatives to cooperate with the CCC Common Stockother party and its Representatives in good faith to seek to promptly resolve the Disputed Items. Any Disputed Items that are agreed to in writing by Acquiror and Seller within thirty days of receipt of the Dispute Notice by Acquiror, or pay a stock dividend or such other stock distribution time as is mutually agreed in CCC Common Stock, or otherwise change writing by Acquiror and Seller (the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course“Dispute Period”), then the number of shares of CCC Common Stock issuable as shall be final and binding upon Acquiror and Seller and become part of the Merger Consideration Adjustment will calculation of the Seller Capital Contribution. If at the end of the Dispute Period, Acquiror and Seller have failed to reach agreement with respect to any Disputed Items, then such Disputed Items shall be appropriately adjusted promptly submitted to reflect such split, combination, dividend or other distribution or changethe Independent Accounting Firm. The shares Independent Accounting Firm may consider only those Disputed Items that Acquiror and Seller have been unable to resolve within the Dispute Period, and must resolve the Disputed Items in accordance with the terms and provisions of CCC Common Stockthis Agreement. Each party may submit a written statement of its position to the Independent Accounting Firm within five Business Days of its appointment, if any, with a copy of such written statement simultaneously sent to be issued in respect the other party. Neither party shall have any ex parte communication with the Independent Accounting Firm. The determination of the Merger Consideration Adjustment Independent Accounting Firm must neither be more favorable to Acquiror than reflected in the Closing Statement nor more favorable to Seller than reflected in the Dispute Notice (excluding the allocation of expenses incurred in connection with the resolution of the Disputed Items). The Independent Accounting Firm shall deliver to Acquiror and Seller, as promptly as practicable and in any event within thirty days after its appointment, a written report setting forth the resolution of each Disputed Item and the resulting final Total Adjusted Capital and Seller Capital Contribution, determined in accordance with the terms of this Agreement. The conclusions in such report of the Independent Accounting Firm shall be registered under final and binding upon Acquiror and Seller. Each of Acquiror and Seller shall bear all of the 1933 Act fees and approved for quotation costs incurred by it in connection with the resolution of the Disputed Items, except that all fees and expenses relating to the foregoing work by the Independent Accounting Firm shall be borne in inverse proportion to the degree that each prevails on the Nasdaq National MarketDisputed Items, which proportionate allocation will also be determined by the Independent Accounting Firm. (c) If the final Total Adjusted Capital as determined in accordance with Section 2.09(b) exceeds the Estimated Total Adjusted Capital by more than $500,000, then Acquiror shall pay to Seller an amount equal to such excess or, if the final Total Adjusted Capital as determined in accordance with Section 2.09(b) is less than the Estimated Total Adjusted 5 Capital by more than $500,000, then Seller shall pay to Acquiror (or such Affiliate of Acquiror as Acquiror shall designate in writing), an amount equal to such shortfall (each referred to as, the “Adjustment Amount”). The stockholders of Adjustment Amount shall be due and payable on the Group Companies, including second Business Day after Acquiror and Seller agree on the Stockholders, through final Total Adjusted Capital and resulting final Seller Capital Contribution or the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received parties are provided notice of any such dispute within such 30-day periodfinal determination of the final Total Adjusted Capital and resulting final Seller Capital Contribution, in each case as agreed or determined in accordance with this Section 2.09 (i) CCC the “Settlement Date”). The Seller shall be pay or the Acquiror shall pay or cause KIC to pay, as applicable, the Adjustment Amount by wire transfer to the account or accounts of the party entitled to receive promptly pro rata from such payment, which account or accounts shall be designated by Acquiror to Seller or by Seller to Acquiror, as the Stockholders (which maycase may be, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject not less than two Business Days prior to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Settlement Date.

Post-Closing Adjustment. (a) Not later than ninety (90) days after the Closing Date or such other time as is mutually agreed by the Parties, Purchaser shall prepare or cause to be prepared, and deliver to Sellers a revised statement (the “Revised Statement”) of the Adjustment Amount (the “Revised Adjustment Amount”), the Closing Cash (the “Revised Closing Cash”), the Closing Indebtedness (the “Revised Closing Indebtedness”) and any Transaction Expenses (the “Revised Transaction Expenses”), together with such reasonably detailed data appropriate to support such Revised Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses. The Base Merger Consideration Revised Statement shall be subject prepared in accordance with the Accounting Principles and this Agreement, with all amounts reflected therein being converted to adjustment as specified Canadian dollars in this accordance with Section 3.11.2(d). (b) Within ninety For thirty (9030) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books delivery of the ------------------ Company to determine the accuracy of the information relating Revised Statement, Purchaser shall provide Sellers and their Affiliates and their authorized representatives with reasonable access to the Company's Closing Net Worth relevant books, records, employees and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates representatives of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents Purchaser reasonably requested by them. CCC's Accountant will test Sellers to evaluate and assess the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits calculation of the Other Group Companies. In Revised Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses, including using reasonable best efforts to cause Purchaser’s accountants to cooperate and assist Sellers, their Affiliates and representatives in evaluating the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- calculation of the Group CompaniesRevised Adjustment Amount, including the StockholdersRevised Closing Cash, setting forth (A) the determination made by CCC's Accountant of the Actual Revised Closing Net Worth Indebtedness and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketRevised Transaction Expenses. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have Within thirty (30) days from the following receipt of the Financial Revised Statement, Sellers shall deliver to Purchaser in writing either their (i) agreement as to the calculation of the Revised Adjustment Notice Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses or (ii) notice of dispute thereof, specifying in reasonable detail (A) the nature of such dispute, (B) each item of the Revised Statement with which Sellers disagree, (C) the bases for each such disagreement and (D) Sellers’ calculation of the proper amount of each such disputed item (a “Dispute Notice”). During the thirty (30) days after the delivery of such dispute notice to notify CCC Purchaser, Purchaser and Sellers shall attempt in good faith to resolve any such dispute and finally determine the final Adjustment Amount, Revised Closing Cash, Revised Closing Indebtedness and Revised Transaction Expenses (if they dispute any). If, at the end of such Financial thirty (30)-day period, Purchaser and Sellers have failed to reach an agreement with respect to the final Adjustment NoticeAmount, the matter shall be submitted to PricewaterhouseCoopers, which shall act as arbitrator solely with respect to determining the disputed items. If CCC has PricewaterhouseCoopers is unable to serve, Purchaser and Sellers shall jointly select another nationally recognized accounting firm that is not received the independent auditor for either Sellers or Purchaser and is otherwise neutral and impartial to act as such arbitrator; provided, however, that if Sellers and Purchaser are unable to select such other accounting firm within thirty (30) days after delivery of a Dispute Notice, each of Purchaser and Sellers shall cause their respective selected nationally recognized accounting firm to select another firm meeting the requirements set forth above or a neutral and impartial certified public accountant with significant relevant experience to act as such arbitrator. The accounting firm or accountant so selected shall be referred to herein as the “Accountant.” The Accountant shall determine the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any) in accordance with the terms and conditions of this Agreement. In making its determinations, the Accountant shall not assign a value to any disputed item that is greater than the highest value attributed to such item, or that is less than the lowest value attributed to such disputed item, in the Revised Statement and the Dispute Notice, respectively. The Accountant shall deliver to Sellers and Purchaser, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any). Such report shall be final and binding upon the Parties to the fullest extent permitted by applicable Law and may be enforced in any court having jurisdiction. Each of Purchaser and Sellers shall bear all the fees and costs incurred by it in connection with this arbitration, except that all fees and expenses relating to the foregoing work by the Accountant shall be borne by Purchaser, on the one hand, and Sellers, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Accountant, which proportionate allocation will also be determined by the Accountant and be included in the Accountant’s written report. (d) On the fifth (5th) Business Day after Purchaser and Sellers agree to the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction 17 Expenses (if any) (or after Purchaser and Sellers receive notice of any such dispute within such 30-day periodfinal determination of the final Adjustment Amount, final Closing Cash, final Closing Indebtedness and final Transaction Expenses (if any) pursuant to the procedures set forth in Section 3.7(c)), then: (i) CCC (A) if the final Adjustment Amount shall exceed the Estimated Adjustment Amount, then Purchaser shall pay to Sellers an amount of cash in Canadian dollars equal to such excess and (B) if the Estimated Adjustment Amount shall exceed the final Adjustment Amount, then Sellers shall pay to Purchaser an amount of cash in Canadian dollars equal to such excess; (ii) (A) if the final Closing Cash shall exceed the Estimated Closing Cash, then Purchaser shall pay to Sellers an amount of cash in Canadian dollars equal to such excess and (B) if the Estimated Closing Cash shall exceed the final Closing Cash, then Sellers shall pay to Purchaser an amount of cash in Canadian dollars equal to such excess; (iii) (A) if the Estimated Closing Indebtedness shall exceed the final Closing Indebtedness, then Purchaser shall pay to Sellers an amount of cash in Canadian dollars equal to such excess and (B) if the final Closing Indebtedness shall exceed the Estimated Closing Indebtedness, then Sellers shall pay to Purchaser an amount of cash equal in Canadian dollars to such excess; (iv) (A) if the Estimated Transaction Expenses shall exceed the final Transaction Expenses, then Purchaser shall pay to Sellers an amount of cash in Canadian dollars equal to such excess and (B) if the final Transaction Expenses shall exceed the Estimated Transaction Expenses, then Sellers shall pay to Purchaser an amount of cash in Canadian dollars equal to such excess; and in each of cases (i), (ii), (iii) and (iv), plus interest on such amount from the Closing Date up to but excluding the date on which such payment is made at a rate per annum equal to the Federal Funds Rate as of the Closing Date, calculated on the basis of a year of three-hundred sixty (360) days and the actual number of days elapsed. Any such payment shall be made by wire transfer of immediately available Canadian dollars (with amounts denominated in currencies other than Canadian dollars being converted to Canadian dollars in accordance with Section 1.2(d)) to the account(s) of the Party entitled to receive promptly pro rata from such payment, which account(s) shall be identified by Purchaser to Sellers or by Sellers to Purchaser, as the Stockholders case may be, not less than two (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject 2) Business Days prior to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall date such payment would be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"due.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. Not less than three (b3) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating Business Days prior to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing AuditDate, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology deliver to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines Purchaser (i) an unaudited balance sheet prepared as a different amount than good faith estimate of the Group Closing Net Worth Company’s balance sheet as of immediately prior to the Effective Time (the "Actual “Estimated Closing Net Worth") or Balance Sheet”), (ii) ------------------ based on the Estimated Closing Balance Sheet, a different amount than statement, certified by the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- Chief Executive Officer or Vice President of Finance of the Group CompaniesCompany, including detailing the Stockholders, setting forth Company’s calculation of (A) the determination made by CCC's Accountant of Closing Cash (the Actual “Estimated Closing Net Worth and the Actual 1997 Adjusted EBITCash”), (B) the amount of Closing Indebtedness (the cash portion of the Base Merger Consideration that would have been payable at “Estimated Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(dIndebtedness”), respectively, and (C) the number of shares issued as part Net Working Capital (such statement, the “Estimated Closing Statement,” and the calculation of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration Working Capital as set forth in the Estimated Closing Statement, the “Estimated Closing Net Working Capital”), (Biii) above. The differences between a statement (the respective “Estimated Transaction Expense Statement”), certified by the Chief Executive Officer or Vice President of Finance of the Company, setting forth the Company’s good faith estimate of the amount of Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”), including an itemized list identifying each Person entitled to receive payment of any portion of the Estimated Unpaid Transaction Expenses, the total amount owed to such Person, a description of the nature of expenses owed to such person and payment instructions for the payment of such Estimated Unpaid Transaction Expenses, and (iv) any additional information reasonably requested by the Purchaser with respect to the amounts or calculations set forth in (B) and (C) and the amounts of Estimated Closing Balance Sheet, the cash and Estimated Closing Statement or the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment Estimated Transaction Expense Statement. The Estimated Closing Balance Sheet shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from calculated in a manner consistent with the Stockholders accrual method accounting (which may, at CCC's sole discretion, be from the Pledged Assets except as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice otherwise Table of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Contents

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 3.11.4. (ba) Within ninety (90) days following the Effective TimeClosing Date, CCC NII shall cause CCC's Accountant its then current auditors (“NII’s Accountant”) to audit (the "Post-Closing Audit") the Partnership’s books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Closing Financial Certificates Certificate (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- “Post-Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above”). The Stockholders Partners shall cooperate and shall use their reasonable efforts to cause the employees of the Partnership to cooperate with CCC NII and CCC's NII’s Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's NII’s Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two (2) weeks after the Closing, Closing the Stockholders Partners shall provide CCC's NII’s Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon on the Post-Closing Audit and Checklist set forth as Schedule 1.4 hereto in order to facilitate the post-closing audits completion of the Other Group CompaniesPost-Closing Audit by NII’s Accountant within the aforementioned time period. In the event that CCC's NII’s Accountant determines that (i) a different amount than the Group Closing Tangible Net Worth (of the "Actual Closing Net Worth") or Partnership as of April 25, 2004 was less than $9,000,000, (ii) ------------------ the increase in Tangible Net Worth for the period beginning April 25, 2004 and ending May 24, 2004 was less than $203,278, (iii) the Partnership sustained a different amount than Net Loss for the Group 1997 period beginning April 26, 2004 and ending on May 23, 2004, (iv) the Partnership sustained a Net Loss for the period beginning May 24, 2004 and ending on the Closing Date, (v) the Partnership’s Adjusted EBIT Indebtedness as of the Closing Date exceeded $0, or (vi) the "Actual 1997 Adjusted -------------------- EBIT" Partnership made any distributions since April 25, 2004 in addition to the Permitted Distribution (each, a “Prohibited Distribution”), CCC NII shall promptly deliver a written notice with ---- supporting documentation (the "“Financial Adjustment Notice"”) to the stockholders --------------------------- of the Group Companies, including the Stockholders, Partners’ Representative setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (Bi) the amount by which the Partnership’s Tangible Net Worth as of April 25, 2004 was less than $9,000,000, (ii) the amount by which the increase in the Partnership’s Tangible Net Worth from April 25, 2004 to May 24, 2004 was less than $203,278, (iii) the Partnership’s Net Loss for the period beginning on April 26, 2004 and ending on May 23, 2004, (iv) the Partnership’s Net Loss for the period beginning May 24, 2004 and ending on the Closing Date, (v) the Adjusted Indebtedness as of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyDate, and (Cvi) the number sum of shares issued all Prohibited Distributions (the sum of (i), (ii), (iii), (iv), (v) and (vi) is hereinafter referred to as part of the Base Merger “Consideration Adjustment”). To the extent that an adjustment is required pursuant to this Section 1.4(a), such adjustment (to the extent it would have been issuable at Closing had a duplicative effect) shall be made one time through the Actual Closing Net Worth and the Actual Adjusted EBIT been used application of clause (i), (ii), (iii), (iv), (v) or (vi) of this Section 1.4(a), it being understood that NII’s intent is not to determine the need for double count any adjustments to the Base Merger Consideration as item set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Financial Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketNotice. (cb) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, Partners’ Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they NII that the Partners dispute such Financial Adjustment Notice. If CCC NII has not received notice of any such a dispute within such 30-day thirty (30)-day period, (i) CCC NII shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, Partners the Consideration Adjustment. The Consideration Adjustment shall be from applied against the Pledged Assets as defined in, and subject First Anniversary Consideration Payment payable to the provisions ofPartners under Section 1.3(b) hereof. If there are not sufficient amounts still owing to the Partners under Section 1.3(b) hereof to satisfy the Consideration Adjustment, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders remaining unpaid amount shall be entitled promptly paid by the Partners to receive promptly from CCC any Merger Consideration Adjustment owed to the StockholdersNII in immediately available funds. If, however, the Stockholders (through the Group Representative) have Partners’ Representative has delivered notice of such a dispute to CCC NII within such 30-day thirty (30)-day period, then CCC's NII’s Accountant shall select a New Accounting Firm an independent accounting firm of nationally recognized standing that has not represented any of the parties hereto within the preceding two (2) years to review the Partnership’s books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment. Such independent accounting firm shall be ratified by the Partners’ Representative and NII within five (5) business days of its selection unless there is an actual conflict of interest. The independent accounting firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to NII’s Accountant in connection with the transactions contemplated hereby, (ii) reviewed by NII’s Accountant during the course of the Post-Closing Audit, or (iii) that were kept in the ordinary course of business, are directly related to the dispute and that the accounting firm has determined in its reasonable judgment are relevant to rendering its decision. The independent accounting firm shall make its determination of the Consideration Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, NII shall be entitled to receive promptly from the Partners the Consideration Adjustment paid in immediately available funds. Fifty percent (50%) of the "Actual Merger ------------- Consideration Adjustment"costs and expenses of the independent accounting firm shall be paid by NII and fifty percent (50%) of such costs shall be paid collectively by the Partners.

Post-Closing Adjustment. (a) The Base As promptly as possible, but in any event within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a written statement (the “Post-Closing Statement”) setting forth Parent’s (i) good faith calculation of (A) Cash as of the Benchmark Time (“Preliminary Cash”), (B) Indebtedness as of the Benchmark Time (“Preliminary Indebtedness”), (C) Net Working Capital as of the Benchmark Time (together with the components thereof, “Preliminary Net Working Capital”), and (D) Transaction Expenses (“Preliminary Transaction Expenses”) and (ii) resulting calculation of the Merger Consideration (such amount, the “Preliminary Merger Consideration”), together with reasonable supporting detail and back-up for such calculations. The Post-Closing Statement shall be subject accompanied by a certificate of Parent’s Chief Financial Officer certifying that the Post-Closing Statement has been prepared in accordance with this Agreement, including the Accounting Principles, as applicable. Parent may not amend, supplement or otherwise modify the Post-Closing Statement at any time following delivery of such statement to adjustment as specified the Securityholder Representative in accordance with this Section 3.12.09(a). (b) Within ninety (90) days following The parties hereto acknowledge that the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Estimated Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used Statement delivered by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not to Parent pursuant to Section 2.08 will be obligated prepared and delivered prior to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date and, therefore, the amounts set forth therein will be estimates and may be different than the actual amount of such items as of the Benchmark Time. Accordingly, Section 2.09 sets forth the process by which the amounts set forth in furnishing informationthe Estimated Closing Statement may be adjusted solely to ensure that any such amount set forth in the Estimated Closing Statement reflects an adjustment only between the estimate thereof and the actual amount thereof. Accordingly, documentsnone of the Securityholder Representative, evidence Parent or any Settlement Accountant shall give effect to or consider any event or circumstance occurring after the Benchmark Time (subject to the definition of Income Tax Liability Amount), and other assistance each component of the Estimated Closing Statement shall be finally and solely determined consistent with the applicable definitions of such terms set forth herein and calculated in accordance with the Accounting Principles, as applicable (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the Accounting Principles may be used by Parent (or if applicable, the Settlement Accountant) in calculating or determining any such terms as the sole purpose of the adjustment contemplated by Section 2.09 is to CCC's Accountant to facilitate measure the completion difference, if any, between the estimate of an amount of an item set forth in the Estimated Closing Statement and the actual amount of such item as of the Benchmark Time). (c) Upon receipt of the Post-Closing Audit within Statement, the aforementioned time periodSecurityholder Representative shall have forty-five (45) days (the “Review Period”) to review such Post-Closing Statement and related computations of Preliminary Cash, Preliminary Indebtedness, Preliminary Net Working Capital, Preliminary Transaction Expenses, and the Preliminary Merger Consideration. Without limiting Following the generality Closing through the date that the Final Closing Statement becomes final, binding and non-appealable in accordance with Section 2.09(e), the Securityholder Representative, its Affiliates, its and their respective representatives and any accountants, advisors or other representatives retained by the Securityholder Representative shall be permitted to access and review the books, records and work papers of the foregoingSurviving Corporation and Parent that are reasonably related to the calculations of Cash, within two weeks after Indebtedness, Net Working Capital and Transaction Expenses, and Parent shall, and shall cause its Affiliates (including the ClosingSurviving Corporation and its Subsidiaries) and its and their respective representatives, accountants, advisors and other representatives to, reasonably cooperate with and assist the Securityholder Representative, its Affiliates, its and their representatives and any accountants, advisors and other representatives retained by the Securityholder Representative in connection with such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours; provided, that in the event that Parent, the Stockholders shall Surviving Corporation or their respective Affiliates fail to provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worthsuch cooperation, assistance or access, the Group Closing Net WorthReview Period shall be extended by one (1) day for each day Parent, the Company's 1997 Adjusted EBIT Surviving Corporation or their respective Affiliates fail to provide such cooperation, assistance or access. Parent agrees that, following the Closing through the date that the Final Closing Statement becomes final, binding and non-appealable in accordance with Section 2.09(e), it will not take, or permit to be taken, any actions with respect to any accounting books, records, policies or procedures on which the Group 1997 Adjusted EBIT based upon Audited Financial Statements or the Post-Closing Audit and Statement are based, or upon which the post-closing audits Final Closing Statement is to be based, that would impede or delay the determination of the Other Group Companiesamount of Cash, Indebtedness, Net Working Capital, Transaction Expenses or the preparation of any Statement of Objections or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement, including the Accounting Principles. If the Securityholder Representative has accepted the Post-Closing Statement in writing or has not given written notice to Parent setting forth any objection of the Securityholder Representative to such Post-Closing Statement setting forth the reasons for any difference in calculation of the Post-Closing Statement and disputed components thereof in reasonable detail (such notice, the “Statement of Objections”) prior to the expiration of the Review Period, then such Post-Closing Statement shall be final, binding and non-appealable upon the parties, and shall be deemed the Final Closing Statement for purposes of Section 2.09(e). The Statement of Objections shall be based only on (x) mathematical or clerical errors or (y) if the calculations of the amounts in the Post-Closing Statement were not determined in accordance with the Accounting Principles. The Statement of Objections shall specify what the Securityholder Representative reasonably believes is the correct amount for each such disputed item. Any component of the calculation set forth in the Post-Closing Statement that is not the subject of a timely delivered Statement of Objections by the Securityholder Representative shall be deemed the Final Closing Statement for purposes of Section 2.09(e). (d) In the event that CCC's Accountant determines (i) the Securityholder Representative delivers a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") Statement of Objections to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or Parent prior to the payment expiration of the Merger Consideration AdjustmentReview Period, CCC should split the Securityholder Representative and Parent shall negotiate in good faith to resolve any such objection on Cash, Indebtedness, Net Working Capital or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividendsTransaction Expenses, as the same case may be adjusted from time to time and in the ordinary course)be, then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have within thirty (30) days from following the receipt by Parent of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment NoticeStatement of Objections (the “Consultation Period”), and all offers of compromise, unless otherwise agreed by Parent and the Securityholder Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rules). If CCC has not received notice of the Securityholder Representative and Parent reach an agreement in writing as to any such objections within the Consultation Period, the amounts so agreed upon shall be final, binding and non-appealable upon the parties and such agreement shall be deemed to be included in the Final Closing Statement for purposes of Section 2.09(e). If the Securityholder Representative and Parent are unable to reach an agreement in writing as to any such objections within the Consultation Period, then either the Securityholder Representative or Parent may submit such matter to KPMG US LLP, or if KPMG US LLP is unable or unwilling to serve in such capacity, BDO USA, LLP (the “Settlement Accountant”) (provided, that if the Securityholder Representative and Parent cannot agree on an accountant within ten (10) Business Days after the expiration of the Consultation Period, then the American Arbitration Association shall appoint the Settlement Accountant, who shall be deemed acceptable to the Securityholder Representative and Parent), for resolution of those items on the Statement of Objections that remain in dispute (the “Disputed Items”). If requested by the Settlement Accountant, each of the Securityholder Representative and Parent agrees that it will enter into a customary engagement letter with the Settlement Accountant and provide customary indemnities in favor of the Settlement Accountant. The Settlement Accountant shall act as an expert and not as an arbitrator, and shall only consider the Disputed Items. If any Disputed Item is referred to the Settlement Accountant, the Securityholder Representative, on the one hand, and Parent, on the other hand, shall prepare separate written reports of each such Disputed Item and deliver such reports to the Settlement Accountant, and each other within twenty (20) Business Days after the date the Settlement Accountant is retained. Thereafter, each of the Securityholder Representative and Parent shall have fifteen (15) Business Days to deliver to the Settlement Accountant, and each other one written rebuttal thereto (if applicable). The Settlement Accountant may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by either Parent or the Securityholder Representative in the Post-Closing Statement and Statement of Objections, respectively, or less than the smallest value for such Disputed Item claimed by either Parent or the Securityholder Representative in the Post-Closing Statement and Statement of Objections, respectively. The Securityholder Representative and Parent shall use their respective commercially reasonable efforts to cause the Settlement Accountant to resolve all disagreements as soon as practicable and in any event within thirty (30-day period, ) days after the later of the submission of the (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC written reports and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amountwritten rebuttals, if any. The Settlement Accountant’s review and determination shall be (A) limited only to the reports, rebuttals and materials concerning the Disputed Items prepared and submitted to the Settlement Accountant by the Securityholder Representative and Parent (i.e., not on the basis of an independent review), (B) based solely on such reports, rebuttals and materials submitted by the Securityholder Representative and Parent and the basis for the Securityholder Representative’s and Parent’s respective positions and (C) in accordance with the terms and procedures set forth in this Agreement, including the Accounting Principles and the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein. During the review by the Settlement Accountant, each of the revised Securityholder Representative and Parent shall, and shall cause their respective Subsidiaries (including, in the case of Parent, the Company and its Subsidiaries) and their respective accountants, advisors and other representatives to, each make available to the Settlement Accountant interviews with such personnel, and such information, books, records and work papers as may be reasonably requested by the Settlement Accountant to fulfill its obligations under this Section 2.09(d); provided that the accountants of the Securityholder Representative or Parent shall not be obliged to make any work papers available to the Settlement Accountant except in accordance with such accountants’ normal disclosure procedures and then only after such Settlement Accountant has signed a customary agreement relating to such access to work papers. A copy of all materials submitted to the Settlement Accountant shall be promptly provided by the Securityholder Representative or Parent, as applicable, to the other party in the dispute; provided that the accountants of the Securityholder Representative or Parent, as applicable, shall not be obliged to make any work papers available to the other party except in accordance with such accountants’ normal disclosure procedures and then only after such other party has signed a customary agreement relating to such access to work papers. Neither the Securityholder Representative nor Parent may disclose to the Settlement Accountant, and the Settlement Accountant may not consider for any purpose, any settlement discussions or settlement offer(s) made by or on behalf of either the Securityholder Representative or Parent unless otherwise agreed by the Securityholder Representative and Parent. None of the Securityholder Representative, Parent or any of their respective Affiliates shall have any ex parte communications or meetings with the Settlement Accountant regarding the subject matter hereof without the other party’s prior written consent. The Settlement Accountant shall have exclusive jurisdiction over, and resort to the Settlement Accountant as provided in this Section 2.09(d) shall be the only recourse and remedy of the parties against one another with respect to, any disputes arising out of or relating to the calculation of, and any adjustments to, the Merger Consideration; provided that upon the determination of the Settlement Accountant, such determination may be entered and enforced in any court of competent jurisdiction in accordance with Section 10.12. The final determination with respect to all Disputed Items shall be set forth in a written statement by the Settlement Accountant delivered to the Securityholder Representative and Parent and, absent Fraud, mathematical error promptly corrected by the Settlement Accountant or manifest error, the resolution of the dispute by the Settlement Accountant shall be final, binding and non-appealable on the parties. The costs and expenses of the Settlement Accountant shall be borne by the Securityholder Representative (solely from the Securityholder Representative Reserve Fund Amount) and Parent in proportion to the difference between the Settlement Accountant’s determination of the Merger Consideration Adjustment and the determination of the Merger Consideration claimed by the Securityholder Representative and Parent. For example, if Parent claims that the Merger Consideration is, in the aggregate, $1,000 greater than the amount determined by the Securityholder Representative and if the Settlement Accountant ultimately resolves the dispute by awarding to Parent an aggregate of $300 of the $1,000 contested, then the costs and expenses of the Settlement Accountant will be allocated thirty percent (30%) to the "Actual Merger ------------- Consideration Adjustment"Securityholder Representative and seventy percent (70%) to Parent.

Post-Closing Adjustment. (a) As soon as practicable after the Closing Financial Statements become available and the procedures contemplated by paragraph (c) below are completed (the "Adjustment Date"): (i) In the event that the Total Merger Consideration exceeds the Initial Merger Consideration, ▇▇▇▇▇▇▇▇ shall deliver to the Escrow Agent additional ▇▇▇▇▇▇▇▇ Common and Preferred Stock having a Value equal to (A) the excess of the Total Merger Consideration over the Initial Merger Consideration, plus (B) interest at 8% per annum on the excess of the Total Merger Consideration over the Initial Merger Consideration from the Effective Time of the Merger. The Base composition of the number of ▇▇▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇▇▇ Preferred Shares to be deposited shall be pro rata to the elections of the Shareholders described in Section 2.2(a) and made in the Shareholder Agreements. (ii) In the event that the Total Merger Consideration is less than the Initial Merger Consideration, ▇▇▇▇▇▇▇▇ shall have the right to recover first from the Initial Payment Funds and second, in the event the Initial Payment Funds are exhausted, from the Shareholders, pursuant to the Shareholder Agreements, and in accordance with the Shareholders' respective elections and Shares: ▇▇▇▇▇▇▇▇ Common and Preferred Stock and/or cash having a Value equal to (i) the excess of the Initial Merger Consideration over the Total Merger Consideration plus (ii) interest at 8% per annum on the amount of such excess from the Effective Time of the Merger. If a Shareholder's Share of the Total Merger Consideration shall be subject different than such Shareholders' Share of the Initial Merger Consideration, ▇▇▇▇▇▇▇▇ and the Shareholders Representatives shall jointly give such instructions to adjustment the Escrow Agent and the Shareholders, and take such other actions, as specified shall be reasonably necessary in order to cause the deliveries of ▇▇▇▇▇▇▇▇ Preferred and Common Shares and cash in lieu of fractional shares contemplated by this Section 3.12.4(a) to be made to and/or by the Shareholders in such manner as will result in each Shareholder receiving such Shareholder's Share of the Total Merger Consideration. (b) Within ninety In lieu of delivering any fractional ▇▇▇▇▇▇▇▇ Common or Preferred Shares pursuant to clause (90a) days following the Effective Timeof this Section 2.4, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company ▇▇▇▇▇▇▇▇ or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividendsShareholders, as the same case may be adjusted from time to time and in be, shall deliver an amount of cash determined by multiplying the ordinary course)Value of one ▇▇▇▇▇▇▇▇ Common or Preferred Share, then as the number case may be, by the fraction of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketa share otherwise deliverable. (c) The stockholders Shareholders Representatives shall cause, at Chiquita's expense, the Closing Financial Statements, together with their calculation of the Group CompaniesTotal Merger Consideration, including to be delivered to ▇▇▇▇▇▇▇▇ as soon as practicable, and not later than one week after the StockholdersClosing. The Shareholders Representatives shall cause, through at Chiquita's expense, the Group RepresentativeClosing Financial Statements to be audited by, and accompanied by the unqualified report thereon of the firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (except the report relating to the Closing Financial Statements of Midwest may be qualified to the same extent as the report relating to the 1997 Financial Statements of Midwest). Such report shall state that the Closing Financial Statements present fairly, in all material respects, the financial condition of the Companies as of June 30, 1997 and the results of their operations for the period from February 28, 1997 until June 30, 1997 in conformity with GAAP consistently applied (or from August 31, 1996 to June 30, 1997 in the case of Midwest) and in accordance with consistently applied accounting policies and methods, and the accounting policies and procedures set forth in the attached Schedule 4. The report will be accompanied by a separate statement by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP that the Total Merger Consideration has been determined in accordance with the provisions of this Agreement. ▇▇▇▇▇▇▇▇ shall have thirty (30) 30 days from the receipt after delivery of the Closing Financial Adjustment Notice Statements to notify CCC if they dispute the Shareholders Representatives of any disagreement ▇▇▇▇▇▇▇▇ may have with the Shareholders Representatives' calculation of the Total Merger Consideration and/or with any amount in or underlying any of the Closing Financial Statements or the 1997 Financial Statements or the principles or methods for determining such Financial Adjustment Noticeamount (including that such amount was not determined in conformity with GAAP consistently applied). If CCC has there is no such disagreement, the Total Merger Consideration shall be as calculated by the Shareholders Representatives, and the Post- Closing Adjustment shall thereupon be carried out in the manner provided in Sections 2.4(a) through 2.4(b). If ▇▇▇▇▇▇▇▇ notifies the Shareholders Representatives of its disagreement, ▇▇▇▇▇▇▇▇ and the Shareholders Representatives will endeavor in good faith to resolve the disagreement. If such disagreement shall not received have been resolved within 15 days of Chiquita's notice of any such dispute within such 30-day perioddisagreement, (i) CCC either party shall be entitled to receive promptly pro rata from submit the Stockholders disagreement to the independent accounting firm of Price Waterhouse LLP (Chicago office), which may, at CCC's sole discretion, be from shall resolve the Pledged Assets as defined indisagreement by reporting on, and shall limit its review to, (A) whether, in its opinion, the amounts in the Closing Financial Statements or the 1997 Financial Statements as to which there is disagreement were determined in conformity with GAAP consistently applied and in accordance with consistently applied accounting policies and methods and the accounting policies and procedures set forth in the attached Schedule 4 and, if not, what adjustments would be necessary in order for it to be able to render such an opinion and (B) whether the Total Merger Consideration was determined in accordance with this Agreement and, if not, what adjustments would be necessary in order for it to conclude that it was so determined. The Post-Closing Adjustment shall be completed as soon as practicable thereafter as provided in Sections 2.4(a) through 2.4(b) on the basis of such independent accounting firm's report. Said report shall be final and binding on the parties. The fees and expenses of the independent accounting firm shall be borne equally by ▇▇▇▇▇▇▇▇ and the Shareholders. The portion of said fees and expenses payable by the Shareholders shall be paid initially by ▇▇▇▇▇▇▇▇, subject to the provisions ofright of ▇▇▇▇▇▇▇▇ to reimbursement for such expenses thereafter: first from the Expenses Funds; second, Section 3.2 and/or in the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC event the Expenses Funds are exhausted, from the Initial Payment Funds; and (ii) third, in the Stockholders shall be entitled to receive promptly event the Initial Payment Funds are exhausted, from CCC any Merger Consideration Adjustment owed to the StockholdersShareholders in accordance with their respective Shareholder's Shares. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates ▇▇▇▇▇▇▇▇ and the Financial Adjustment Notice Shareholders Representatives shall give the Escrow Agent such instructions as are necessary to carry out the purpose and intent of this paragraph (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"c).

Post-Closing Adjustment. (a) The Base Merger Consideration Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 3.12.1. (b) Within ninety one hundred twenty (90120) days following the Effective TimeClosing Date, CCC USFloral shall cause CCCPrice Waterhouse LLP ("USFloral's Accountant Accountant") to audit the Surviving Corporation's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") ). The parties acknowledge and agree that for purposes of determining the books net worth of Saint ▇▇▇ as of the ------------------ Company to determine Closing Date, the accuracy value of the information relating to assets of Saint ▇▇▇ shall, except with the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT prior written consent of USFloral, be calculated as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates provided in the course last paragraph of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above)7.9. The Stockholders shall cooperate and shall use their reasonable efforts to cause the officers and employees of Saint ▇▇▇ to cooperate with CCC USFloral and CCCUSFloral's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCCUSFloral's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, Closing the Stockholders shall provide CCCUSFloral's Accountant Accountants with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon on the Post-Closing Audit and the post-closing audits of the Other Group CompaniesChecklist set forth as Schedule 2.1 hereto. In the event that CCCUSFloral's Accountant determines (i) a different amount that the actual Company net worth as of the Closing Date was less than the Group Closing Net Worth (the "Actual Certified Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC USFloral shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, ' Representative (as defined in Section 2.3) setting forth (Ai) the determination made by CCCUSFloral's Accountant of Saint Ann's actual net worth (the "Actual Closing Company Net Worth and the Actual 1997 Adjusted EBITWorth"), (Bii) the amount of the cash portion of the Base Merger Consideration Purchase Price that would have been payable at Closing pursuant to Section 2.2(c1.2(c) had the Actual Closing Company Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used Closing Financial Certificate instead of the Group Certified Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyWorth, and (Ciii) the amount by which the number of shares issued as part of the Base Merger Consideration that Purchase Price would have been issuable reduced at Closing had the Actual Closing Company Net Worth and the Actual Adjusted EBIT been used to determine in the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid calculations pursuant to Section 2.2 1.2(c) (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Purchase Price Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration "). The Purchase Price Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketPurchase Price already taken pursuant to Section 1.2(c)(i). (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, ' Representative (as defined in Section 2.3) shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC USFloral if they the Stockholders dispute such Financial Adjustment Notice. If CCC USFloral has not received notice of any such a dispute within such 30-day period, (i) CCC USFloral shall be entitled to receive promptly pro rata from the Stockholders Juecla (which may, at CCCUSFloral's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, in Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"2.2)

Post-Closing Adjustment. (a) The Base Merger Consideration As promptly as practicable, but no later than 45 days, after the Closing Date, Greystone shall prepare and deliver to ▇▇▇▇▇▇▇ a statement setting forth Greystone’s good faith calculation of: (i) the Net Asset Value, (ii) the Corporate Net Debt (including, specifically, each of the Corporate Debt, Net of Payoffs, and the Corporate Cash), and (iii) the resulting Contribution Amount (together, the “Closing Statement”), together with reasonably supporting evidence of the calculations set forth in the Closing Statement. Each of the foregoing items set forth in the Closing Statement shall be subject to adjustment calculated by Greystone in a manner consistent with the Agreed Accounting Principles and the definitions set forth herein. Following delivery of the Closing Statement and until the Closing Statement has become final and binding as specified set forth in this Section 3.11.6, subject to COVID-19 Measures, upon the written request of ▇▇▇▇▇▇▇, Greystone, the Greystone Contributed Entities and their Subsidiaries shall provide to ▇▇▇▇▇▇▇ reasonable access during normal business hours to the personnel and properties of Greystone, the Greystone Contributed Entities and their Subsidiaries as well as the books and records of the Business and access to Greystone’s internal and external accountants and auditors, in each case, in a manner that does not interfere with the Business or the business of any Greystone Affiliate or the normal business operations of Greystone or any of its Affiliates and, in each case, as may be reasonably required for the review and analysis of the Closing Statement or the amounts reflected therein and the resolution of any disputes in connection therewith, including any documents and work papers used in the preparation of the Closing Statement. Such inspection rights may be exercised by ▇▇▇▇▇▇▇ through any agent, independent public accountant, or other representative designated by ▇▇▇▇▇▇▇ provided that such agent, independent public accountant or other representative either (x) is bound by confidentiality obligations at least as restrictive as those set forth in the Confidentiality Agreement, (y) is subject to a professional duty of confidentiality, or (z) enters into a customary access letter reasonably satisfactory to Greystone. (b) Within ninety (90) days following If ▇▇▇▇▇▇▇ disagrees with the Effective Time, CCC shall cause CCC's Accountant to audit (Closing Statement or the "Post-Closing Audit") the books calculations of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in the Closing Statement, then, ▇▇▇▇▇▇▇ shall inform the Chief Executive Officer by telephone call (Bfollowed by email to memorialize such telephone call) or email (followed by a telephone call for discussion) of such disagreement (the “Informal Notice”) and (C) Greystone and the amounts ▇▇▇▇▇▇▇ shall negotiate in good faith to resolve any disagreement within 60 days after receipt of the cash Informal Notice (the “Good Faith Discussions” and such period, the CCC Common Stock components “Initial Good Faith Discussion Period”). Any item or amount not objected to in the Informal Notice shall become final and binding on the Parties for purposes of this Agreement, except to the extent that an adjustment to a Disputed Item made in accordance with this Section 1.6 requires an offsetting adjustment to be made thereto. If ▇▇▇▇▇▇▇ fails to deliver an Informal Notice to Greystone within 60 days after delivery of the Base Merger Consideration paid pursuant Closing Statement to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock▇▇▇▇▇▇▇, or pay a stock dividend or other stock distribution if ▇▇▇▇▇▇▇ notifies Greystone in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course)writing that it will not deliver an Informal Notice, then the number Closing Statement in its entirety shall be final and binding on the Parties for purposes of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will this Agreement. The Closing Statement shall be appropriately adjusted revised to reflect such split, combination, dividend or other distribution or change. The shares the resolution of CCC Common Stock, if any, each item agreed to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketGood Faith Discussions. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) The Base Merger Consideration As promptly after the Closing as reasonably practicable and, in any event, within two (2) days after the Closing, after using the Estimated Cash Purchase Price for the satisfaction in full and complete discharge (except to the extent the Secured Party later may be required to disgorge any portion of the Secured Party Minimum Payout) of all principal, interest and fee and related claims of the Secured Party against the Debtor (less a 2.5% discount) (such amount, the "Secured Party Minimum Payout"), the Secured Party shall be subject (i) use the remaining portion of the Estimated Cash Purchase Price, if any, to adjustment as specified in this Section 3.1deposit the Escrow Amount (Holdback) into the escrow account established pursuant to the Escrow Agreement (Holdback) and (ii) pay any balance remaining thereafter to the Debtor. (b) Within ninety three (903) business days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders Debtor shall provide CCC's Accountant with deliver to the information and/or documents reasonably requested by themPurchaser the Closing Date A/R Aging Report. CCC's Accountant will test Within twenty- one (21) calendar days after the Company's Closing Net WorthClosing, the Group Closing Net Worth, Debtor shall deliver to the CompanyPurchaser a report setting forth in detail the Debtor's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits calculation of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth Purchased Accounts Receivable Value (the "Actual Closing Net WorthPurchased Accounts Receivable Value Report") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders As promptly after the Closing as reasonably practicable, the Debtor and its representatives shall conduct a physical inventory at the Debtor's plant and prepare and deliver to the Purchaser within fourteen (14) calendar days after the Closing a report of such inventory, which shall contain the Debtor's determination of the Group CompaniesPurchased Inventory Value as of the Closing Date (the "Inventory Report"). The inventory will be conducted by the Debtor and its representatives and may be observed by representatives of the Purchaser, including Purchaser's independent certified public accountants. (d) As promptly after the StockholdersClosing as reasonably practicable, through the Group RepresentativePurchaser and its representatives shall conduct an inventory at the Debtor's plant of those Purchased Fixed Assets having an individual value in excess of $1,000 as reflected on the Appraisal. Within fourteen (14) calendar days after the Closing, the Purchaser shall have thirty prepare and deliver to the Debtor a report of such inventory, which shall contain the Purchaser's determination of those Purchased Fixed Assets that are located at the Debtor's plant in Plainfield, New Jersey (30) days from the receipt "Fixed Asset Report"). The inventory will be conducted by the Purchaser and its representatives and may be observed by representatives of the Financial Adjustment Notice Debtor. (e) Within seven (7) calendar days after (i) receipt by the Purchaser of each of the Closing Date A/R Aging Report, the Purchased Accounts Receivable Value Report and the Inventory Report, or (ii) receipt by the Debtor of the Fixed Asset Report, the party that received such report (the "Notifying Party") shall notify the party that prepared such report (the "Preparing Party") in writing of any objection to notify CCC if they such report, indicating those matters as to which it objects and the reasons for such objections. Any dispute such Financial Adjustment Notice. If CCC has with respect to any of the Closing Date A/R Aging Report, the Purchased Accounts Receivable Value Report, the Inventory Report or the Fixed Asset Report which is not received notice resolved by the parties hereto within seven (7) calendar days after the Notifying Party notifies the Preparing Party of its objections shall be submitted to the Arbitrator for resolution and the parties hereto shall cooperate in connection therewith to the end that any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from resolved as soon as practicable and in any event no later than sixty (60) calendar days after the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, Closing Date. The fees and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amountexpenses, if any, of the Arbitrator shall be shared equally by the Debtor and the Purchaser. If the parties succeed in resolving any dispute by negotiation, or if the Arbitrator renders a decision, then the revised Merger Consideration Adjustment (statement as agreed to by the "Actual Merger ------------- Consideration Adjustment"parties or as determined by the Arbitrator shall be deemed to be the Closing Date A/R Aging Report, the Purchased Accounts Receivable Value Report, the Inventory Report or the Fixed Asset Report, as the case may be, and shall be binding upon the parties.

Post-Closing Adjustment. (a) The Base Merger Consideration shall Within 60 days after the Closing Date, Moldflow will prepare and deliver to Husky written notice (the "Adjustment Notice") containing (A) an unaudited balance sheet of the Business as of the close of business on the Closing Date (the "Closing Balance Sheet"), (B) Moldflow's calculation of the Net Working Capital as at the Closing Date (the "Closing Net Working Capital") determined based on the Closing Balance Sheet and (C) Moldflow's calculation of the amount of any payment required pursuant to Section 2.6(i). Except as set forth in Section 3.4(b) of the Seller Disclosure Schedule, the Closing Balance Sheet will be subject to adjustment prepared in a manner consistent with the Interim Balance Sheet. For the purposes of valuing all non U.S. dollar denominated assets and liabilities on the Closing Balance Sheet, the source of exchange rates will be those found on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ taken as specified in this Section 3.1of the close of business on June 29, 2007. (b) Within ninety (90) days following During the Effective Timeperiod from the Closing Date until the date of delivery of the Closing Balance Sheet, CCC Husky shall cause CCC's Accountant give Moldflow such assistance and access to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information and records relating to the Company's Closing Net Worth Business and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as comprising part of the Base Merger Consideration that would have been issuable at Purchased Assets as Moldflow may reasonably request in order to enable it to prepare the Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketBalance Sheet. (c) The stockholders Forthwith after the Closing Date until the date of delivery of the Group CompaniesClosing Balance Sheet, and in the event that such information is available in the sole discretion of Seller acting reasonably, Seller will use reasonable efforts to provide Buyer with preliminary drafts or portions of certain financial information (the "Preliminary Information") that will be used by Seller to prepare the Closing Balance Sheet. Any such Preliminary Information will be provided to Buyer as it becomes available on an as is basis, will not be audited, will not constitute the Closing Balance Sheet and will be in preliminary form, subject to material change. Buyer expressly agrees that Seller makes no representations and warranties about any such Preliminary Information, which shall be provided on an "as is" basis and that the use of such Preliminary Information by Buyer is at its sole risk. (d) For the purpose of assisting and facilitating Buyer in confirming that the Closing Balance Sheet is being and will be prepared in a manner consistent with the Interim Balance Sheet (except as set forth in Section 3.4(b) of the Seller Disclosure Schedule) including the Stockholdersapplication of Seller's accounting principles, through policies and practices, Moldflow will, at Buyer's request, use commercially reasonable efforts to assist Buyer and its independent accountant in carrying out the Group Representativespecified procedures listed in Exhibit D (the "Specified Procedures"), shall have thirty provided that: (30A) days from the receipt covenant to assist Buyer and its independent accountant in Section 2.6(d) in no way changes the basis for the preparation of the Financial Closing Balance Sheet set out in Sections 2.6 and 3.4(b) and does not expand or change the scope of the representation and warranty of Moldflow in Section 3.4; (B) Moldflow shall only be obligated to provide such assistance if requests for assistance hereunder do not unduly interfere with the ordinary conduct of business by the Seller; and (C) Moldflow shall not be responsible for the costs of Husky's independent accountant in carrying out the Specified Procedures. Notwithstanding the foregoing, nothing herein obligates Moldflow to disclose any information, records, files or other data to Buyer or its independent accountant to the extent such disclosure is prohibited by any applicable Laws or if the consent of any Person or Governmental Authority is required to permit Moldflow to release such information, records, files or data to Husky and such consent has not been obtained following commercially reasonable efforts diligently made by Moldflow to obtain it. (e) Within 30 days after delivery of the Adjustment Notice, Husky will deliver to Moldflow a written response in which Husky will either: (i) agree in writing with Moldflow's calculation of the Closing Net Working Capital as set forth in the Adjustment Notice, in which case such calculation of the Closing Net Working Capital will be final and binding on the parties for purposes of Section 2.6(i); or (ii) dispute Moldflow's calculation of the Closing Net Working Capital as set forth in the Adjustment Notice by delivering to notify CCC if they dispute Moldflow a written notice (a "Dispute Notice") setting forth in reasonable detail the basis for each such Financial disputed item and certifying that all such disputed items are being disputed in good faith. (f) If Husky fails to take either of the foregoing actions within 30 days after delivery of the Adjustment Notice, then Husky will be deemed to have irrevocably accepted Moldflow's calculation of the Closing Net Working Capital as set forth in the Adjustment Notice, in which case, such calculation of the Closing Net Working Capital will be final and binding on the parties for purposes of Section 2.6(i). (g) If Husky delivers a Dispute Notice to Moldflow within 30 days after delivery of the Adjustment Notice, then Husky and Seller will attempt in good faith, for a period of 30 days, to agree in writing on the calculation of the Closing Net Working Capital for purposes of Section 2.6(i). Any resolution by Husky and Moldflow during such 30-day period as to any disputed items will be final and binding on the Parties for purposes of Section 2.6(i). If CCC has Husky and Moldflow do not received notice resolve all disputed items by the end of any 30 days after the date of delivery of the Dispute Notice, then Husky and Moldflow will submit the remaining items in dispute to Deloitte & Touche USA LLP for resolution, or if that firm is unwilling or unable to serve, Husky and Moldflow will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of, or adviser to, either Husky or Moldflow and is otherwise independent of each of the Parties. If Husky and Moldflow are unable to jointly select such dispute independent accounting firm within 10 days after such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from Husky, on the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined inone hand, and subject to Moldflow, on the provisions other hand, will each select an independent accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which firm is not the regular auditing firm of, Section 3.2 and/or or adviser to, either Husky or Moldflow; provided, that if either Husky, on the Contingent Merger Consideration) any Merger Consideration Adjustment owed one hand, or Moldflow, on the other hand, fail to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of select such a dispute to CCC within such 30independent accounting firm during this 10-day period, then CCC's Accountant shall select a New the Parties agree that the independent accounting firm selected by the other Party is deemed to be the independent accounting firm selected by the Parties for purposes of this Section 2.6 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the "Independent Accounting Firm"). Husky and Moldflow will instruct the Independent Accounting Firm to review render its determination with respect to the books items in dispute referred to in the Dispute Notice in a written report that specifies the conclusions of the Group Companies includingIndependent Accounting Firm as to each such item in dispute and the resulting calculation of the Closing Net Working Capital. Husky and Moldflow will instruct the Independent Accounting Firm to render its determination as soon as practicable after referral of the items to such firm but in any event within 30 days following such referral. The determinations of the Independent Accounting Firm with respect to the Closing Net Working Capital as set forth in its report will be final and binding on the Parties for purposes of Section 2.6(i). Moldflow will revise the Closing Balance Sheet and the calculation of the Closing Net Working Capital as appropriate to reflect the resolution of the issues in dispute pursuant to this Section 2.6(g). The fees and expenses of the Independent Accounting Firm will be shared by Husky and Moldflow in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Husky and Moldflow, respectively. (h) For purposes of complying with this Section 2.6, the Surviving CorporationParties will furnish to each other and to the Independent Accounting Firm as soon as practicable such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. Either Party may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the Party provided to the Independent Accounting Firm pursuant to this Section 2.6. (i) If the Closing Net Working Capital as finally determined pursuant to this Section 2.6 is less than the Interim Net Working Capital, then Moldflow will pay to Husky the Financial Certificates amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the Financial Adjustment Notice date of such payment at a rate of 5% per annum. If the Closing Net Working Capital as finally determined pursuant to this Section 2.6 is greater than the Interim Net Working Capital, then Husky will pay to Moldflow the amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and related informationincluding the date of such payment at a rate of 5% per annum. (j) Any payment to determine Husky pursuant Section 2.6(i) will be effected by wire transfer of immediately available funds from Moldflow to an account designated by Husky, and any payment to Moldflow pursuant to Section 2.6(i) will be effected by wire transfer of immediately available funds to an account designated by Moldflow. Such payments will be made within five Business Days following the amount, if any, final determination of the revised Merger Consideration Adjustment Closing Net Working Capital in accordance with this Section 2.6. (k) The payment pursuant to Section 2.6(i) (other than the portion thereof that is attributable to the payment of interest pursuant to Section 2.6(i)) will be treated by the Parties as an adjustment to the Initial Purchase Price. The Initial Purchase Price as so adjusted is referred to in this Agreement as the "Actual Merger ------------- Consideration AdjustmentPurchase Price."

Post-Closing Adjustment. (a) The Base Merger Aggregate Consideration shall be subject to adjustment after the Closing Date as specified in this Section 3.11.7. (ba) Within ninety (90) days following the Effective Time, CCC ADAC shall, or shall cause CCC's Accountant to audit PriceWaterhouseCoopers LLP or any successor accountant appointed by ADAC (the "Post-Closing AuditADAC'S ACCOUNTANT") to, audit the Company's books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Closing Financial Certificates Certificate (as defined in Section 7.20) the "POST-CLOSING AUDIT"). The parties acknowledge and on agree that, for purposes of determining the financial certificates net worth of the Other Group Companies. In determining Company as of the accuracy Closing Date, the value of such information reflected on the Financial Certificates assets of the Company shall, except with the prior written consent of ADAC, be calculated as provided in the course second sentence of Section 5.12. The Sellers shall cooperate and shall use their reasonable efforts to cause the officers and employees of the Post- Closing Audit, CCCCompany to cooperate with ADAC or ADAC's Accountant shall apply the same accounting methodology used by the Company or the StockholdersAccountant, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCCADAC or ADAC's Accountant Accountant, as applicable, to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two (2) weeks after the ClosingClosing the Sellers, through the Stockholders Sellers' Representative, as defined in Section 1.13, shall provide CCCADAC or ADAC's Accountant Accountant, as applicable, with the information and/or documents reasonably requested by them. CCCADAC or ADAC's Accountant will test Accountant, as the Company's Closing Net Worthcase may be, in order to facilitate the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon completion of the Post-Closing Audit and by ADAC or ADAC's Accountant, as the post-closing audits of case may be, within the Other Group Companiesaforementioned time period. In the event that CCCADAC or ADAC's Accountant determines that the actual Company net worth, calculated in accordance with GAAP consistently applied, and as modified in accordance with Schedule II (the "ACTUAL COMPANY NET WORTH"), as of the Closing Date was less than the Certified Closing Net Worth, ADAC shall deliver a written notice (the "FINANCIAL ADJUSTMENT NOTICE") to the Sellers' Representative setting forth (i) a different the determination made by ADAC or ADAC's Accountant, as applicable, of the Actual Company Net Worth and (ii) the maximum amount than that the Group Aggregate Consideration could have been reduced pursuant to Section 1.6(b) had the Actual Company Net Worth been reflected on the Closing Financial Certificate instead of the Certified Closing Net Worth (the "Actual Closing Net WorthAGGREGATE CONSIDERATION ADJUSTMENT") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Aggregate Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect the Aggregate Consideration already taken pursuant to clause (i) of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketSection 1.6(b). (cb) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, Sellers' Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC ADAC if they the Shareholders dispute such Financial Adjustment Notice. If CCC ADAC has not received notice of any such a dispute within such 30-day period, (i) CCC ADAC shall be entitled to receive promptly pro rata from the Stockholders shareholders of the Company (which may, without limitation, at CCCADAC's sole discretion, be offset against any Contingent Merger Amount or Contingent Payment Amount (as defined in Section 9.10) or recovered from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (iiEscrow Amount) the Stockholders shall be entitled to receive promptly from CCC any Merger Aggregate Consideration Adjustment owed to the StockholdersAdjustment. If, however, the Stockholders (through the Group Representative) have Sellers' Representative has delivered notice of such a dispute to CCC ADAC within such 30-day period, then CCC's Accountant ADAC and the Sellers' Representative shall mutually select a New Accounting Firm in good faith an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the books of the Group Companies includingCompany's books, the Surviving CorporationClosing Financial Certificate, the Financial Certificates and the Financial Adjustment Notice (and related information) information to determine the amount, if any, of the revised Merger Aggregate Consideration Adjustment. The independent accounting firm shall be directed to consider only those books, records, agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to ADAC or ADAC's Accountant in connection with the transactions contemplated hereby, or (ii) reviewed by ADAC or ADAC's Accountant, as applicable, during the course of the Post-Closing Audit. The independent accounting firm shall make its determination of the Aggregate Consideration Adjustment, if any, within thirty (30) days of its selection. The determination by the independent accounting firm of the Aggregate Consideration Adjustment shall be final and binding on the parties hereto, and upon such determination, ADAC shall be entitled to receive from the shareholders of the Company (which may, without limitation, at ADAC's sole discretion, be offset against any Contingent Merger Amount or Contingent Payment Amount or recovered from the "Actual Merger ------------- Escrow Amount) the Aggregate Consideration Adjustment". The costs of the independent accounting firm shall be borne by the party (either ADAC or the Shareholders as a group) whose determination of the Company's net worth, calculated in accordance with GAAP consistently applied, and as modified in accordance with Schedule II, as of the Closing was further from the determination of the independent accounting firm, or equally by ADAC and the Shareholders in the event that the determination by the independent accounting firm is equidistant between the Certified Closing Net Worth and the Actual Company Net Worth; PROVIDED, HOWEVER, that if ADAC's determination of the Company's net worth, calculated in accordance with GAAP consistently applied, and as modified in accordance with Schedule II, as of the Closing was further from the determination of the independent accountant than the Certified Closing Net Worth or equidistant with the Certified Closing Net Worth from the determination of the independent accountant (and not closer), in each case because of any book, record, agreement, contract, commitment or other document (or summary thereof) that was either not (i) delivered or made available to ADAC or ADAC's Accountant in connection with the transactions contemplated hereby or (ii) reviewed by ADAC or ADAC's Accountant, as applicable, during the course of the Post-Closing Audit, then the Shareholders shall bear the full cost of the independent accounting firm.

Post-Closing Adjustment. (a) The Base Merger Consideration parties agree that no later than seventy-five (75) days after the Transfer Date (or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of Purchaser and the Company with their obligations set forth in next two succeeding sentences), the Company shall deliver to Purchaser, in the form received by the Company from Gannett (i) a statement of the actual Net Financial Assets as of 11:59 p.m., New York City time, on the day immediately preceding the Transfer Date (the "CLOSING STATEMENT") certified by PriceWaterhouseCoopers L.L.P., independent accountants for Gannett, to be prepared (except as otherwise provided in Section 9 of the Disclosure Schedule to the Gannett Purchase Agreement) in conformity with GAAP and on a basis consistent with the basis used in preparing the Unaudited Financial Statements as of, and for the year ended, December 27, 1997, referred to in Section 3.5 of the Gannett Purchase Agreement, except to the extent of any position taken as the result of such statements being prepared on a consolidated basis, and (ii) a determination of the amount by which the actual Net Financial Assets are less than or greater than the Estimated Net Financial Assets. Purchaser shall provide the Company and Gannett, and Gannett's independent accountants, access at all reasonable times to the relevant personnel, properties, books and records of the Business for such purposes and to assist the Company and Gannett, and Gannett's independent accountants, in preparing the Closing Statement. Purchaser's assistance shall include, without limitation, the closing of the books of the Business as of the Transfer Date, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Business, and such other assistance as the Company, Gannett or Gannett's independent accountants may reasonably request. During the twenty-five (25) day period following the delivery by the Company of the Closing Statement referred to in the first sentence of this Section 2.4(a), Purchaser and its independent accountants will be permitted to review the working papers of the Company and of Gannett and its independent accountants relating to the preparation of the Closing Statement to the same extent as such working papers have been made available to the Company by Gannett pursuant to the Gannett Purchase Agreement. If, within twenty-five (25) days after - 12 - delivery by the Company of the Closing Statement, Purchaser notifies the Company that it disagrees with the Closing Statement, the Company shall attempt to resolve the disagreement with Gannett. In the event the Company and Purchaser cannot agree with respect to the Closing Statement within five (5) days of the notice of disagreement provided by Purchaser to the Company, then the determination shall be subject submitted for resolution promptly to adjustment an independent nationally recognized accounting firm (the "ACCOUNTING FIRM"), jointly selected by the Company and Purchaser, whose determination (the "ACCOUNTING FIRM DETERMINATION") shall be instructed by the parties to be made within twenty (20) days and be binding upon all parties hereto, and the fees and expenses of which shall be borne equally by Purchaser and the Company to the extent that such fees and expenses are allocable to the transactions contemplated by this Agreement. The Purchaser agrees that the accounting firm selected by Gannett and the Company pursuant to Section 2.3(a) of the Gannett Purchase Agreement shall be the Accounting Firm hereunder as specified long as such firm has not been engaged by Gannett or the Company during the three (3) year period prior to the date hereof. In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) Purchaser agrees with the determination of the final Net Financial Assets set forth in the Closing Statement without submitting the matter for an Accounting Firm Determination, the Net Financial Assets set forth in the Closing Statement shall be the final determination of the Net Financial Assets. The amount of Net Financial Assets as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, as definitively determined pursuant to this Section 3.12.4(a) is referred to herein as the "ACTUAL NET FINANCIAL ASSETS". (b) Within ninety If the Actual Net Financial Assets are greater than the Estimated Net Financial Assets, then Purchaser shall pay the Company in cash, within two (902) days Business Days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books determination of the ------------------ Company Actual Net Financial Assets, an amount equal to determine such difference, plus interest on the accuracy amount of such difference at the information relating rate of eight percent (8%) per annum from the Transfer Date to the date of such payment to the Company's Closing . If the Actual Net Worth and Financial Assets are less than the Company's 1997 Adjusted EBIT as set forth on the Estimated Net Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing AuditAssets, CCC's Accountant shall apply the same accounting methodology used by then the Company or shall pay the Stockholders, as applicable, Purchaser in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, cash within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i2) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) Business Days following the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBITFinancial Assets, (B) an amount equal to such difference, plus interest on the amount of such difference at the cash portion rate of eight percent (8%) per annum from the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments Transfer Date to the Base Merger Consideration pursuant date of such payment to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) abovePurchaser. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to this Section 2.2 (a), as adjusted pursuant to Sections 2.2(c2.4(b) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC wire transfer of immediately available funds for credit to the Stockholders. Any decrease recipient at a bank account identified by such recipient in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketwriting. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. (b) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Post-Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the StockholdersShareholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders Shareholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders Shareholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group ------------------------ 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly ------------------------- deliver a written notice with ---- supporting documentation (the "Financial --------- Adjustment Notice") to the stockholders --------------------------- shareholders of the Group Companies, including the Stockholders----------------- Shareholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration -------------------- Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such ---------- Merger Consideration Adjustment shall be owed by CCC to the StockholdersShareholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders Shareholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders shareholders of the Group Companies, including the StockholdersShareholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders Shareholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders Shareholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the StockholdersShareholders. If, however, the Stockholders Shareholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) As soon as practicable but in no event later than thirty (30) days following the Closing Date, Sellers’ Agent shall, with the assistance of the Companies’ Auditors, deliver to Buyer a calculation of the LLC Closing Adjusted Working Capital (the “LLC Closing Adjusted Working Capital Statement”). The Base Merger Consideration LLC Closing Adjusted Working Capital Statement shall be subject set forth in sufficient detail to adjustment inform Buyer as specified in this Section 3.1to the substance of the calculation. Sellers’ Agent shall provide the LLC Closing Adjusted Working Capital Statement to Buyer together with back-up documentation reasonably necessary to evaluate or understand the LLC Closing Adjusted Working Capital Statement at the time of its delivery (the “LLC Closing Adjusted Working Capital Statement Date”). (b) Within ninety (90) days following During the Effective Timeperiod of any review or dispute as provided in this Section 2.3, CCC Buyer and Sellers shall, and shall cause CCC's Accountant each of their Affiliates to: (i) provide each other Party and its representatives with reasonable access to audit its and its Affiliates’ relevant books, records and employees (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(bany of such books, records or employees relate to the LLC Closing Adjusted Working Capital Statement) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence relevant work papers of accountants or auditors and other assistance permit copies to CCC's Accountant to facilitate the completion be made of any of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT foregoing documentation; and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice cooperate fully with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companieseach other Party and its authorized representatives, including the Stockholders, setting forth (A) the determination made by CCC's Accountant provision on a timely basis of all information relevant for purposes of the Actual LLC Closing Net Worth and Adjusted Working Capital Statement. (c) Buyer may, by notice given to Sellers’ Agent within twenty (20) days after the Actual 1997 LLC Closing Adjusted EBITWorking Capital Statement Date (the “LLC Resolution Period”), dispute any items in such LLC Closing Adjusted Working Capital Statement (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at “LLC Closing pursuant to Section 2.2(c) had the Actual Statement Dispute Notice”). Such LLC Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments Statement Dispute Notice shall set forth in reasonable detail Buyer’s objections to the Base Merger Consideration pursuant LLC Closing Adjusted Working Capital Statement and Buyer shall be deemed to Sections 2.2(chave agreed with all other items contained in the LLC Closing Adjusted Working Capital Statement (the “LLC Resolved Items”). If Buyer does not deliver a LLC Closing Statement Dispute Notice to Sellers’ Agent within twenty (20) and 2.2(d)days after the LLC Closing Adjusted Working Capital Statement Date, respectively, and (C) the number calculation of shares issued as part of the Base Merger Consideration that would have been issuable at LLC Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration Working Capital as set forth in the LLC Closing Adjusted Working Capital Statement shall be final and binding on Buyer and Sellers. If Buyer delivers a LLC Closing Statement Dispute Notice, Buyer and Sellers’ Agent shall use their respective commercially reasonable efforts to attempt in good faith to resolve the disputed items identified in the LLC Closing Statement Dispute Notice. (Bd) above. The differences between Any amounts remaining in dispute at the respective amounts set forth in (B) and (C) and the amounts conclusion of the cash LLC Resolution Period (“LLC Unresolved Items”) shall be submitted by Buyer and Sellers’ Agent to the CCC Common Stock components CPA Firm within ten (10) days after the expiration of the Base Merger Consideration paid pursuant LLC Resolution Period. Each Party agrees to Section 2.2 (a)provide the CPA Firm, as adjusted pursuant with copies to Sections 2.2(c) or 2.2(d)the other Party, is referred such work papers and other documents and information related to hereafter the LLC Unresolved Items as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from CPA Firm may reasonably request if available to such Merger Consideration Adjustment shall be owed by CCC Party or its Affiliates (or their accountants or auditors). All fees and expenses relating to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockwork, if any, to be issued performed by the CPA Firm shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Sellers (in respect accordance with each Seller’s ownership of the Merger Consideration Adjustment particular LLCs to which the dispute relates). The CPA Firm shall be registered under the 1933 Act act as an arbitrator and approved for quotation not as an expert, to determine, based on the Nasdaq National Market. (c) The stockholders provisions of this Section 2.3, only the LLC Unresolved Items in the LLC Closing Adjusted Working Capital Statement and no other matter whatsoever, other than as expressly set forth herein or in a subsequent express written agreement by Buyer and Sellers’ Agent acting on behalf of Sellers. Sellers’ Agent and Buyer shall request that the CPA Firm provide its determination of the Group Companies, including the Stockholders, through the Group Representative, shall have LLC Unresolved Items within thirty (30) days from after the receipt submission of the Financial Adjustment Notice LLC Unresolved Items to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice the CPA Firm, and a calculation of any such dispute within such 30-day periodthe LLC Closing Adjusted Working Capital Statement, based upon the amount of LLC Resolved Items and the CPA Firm’s determination of the LLC Unresolved Items, shall be set forth in a written statement delivered to Sellers’ Agent and Buyer by the CPA Firm and shall be final, binding and conclusive on Buyer and Sellers. (e) Within five (5) Business Days following the earlier of: (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets an agreement or deemed agreement by Buyer and Sellers as defined in, and subject to the provisions ofLLC Closing Adjusted Working Capital, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and or (ii) the Stockholders CPA Firm’s determination of all LLC Unresolved Items: (i) if LLC Closing Adjusted Working Capital is greater than LLC Estimated Adjusted Working Capital, Buyer shall deliver by wire transfer of immediately available funds the amount of the LLC Difference to Sellers, which shall be entitled payable to receive promptly from CCC any Merger Consideration Adjustment owed each Seller pro-rata in accordance with such Seller’s right, title and interest in and to the Stockholders. IfLLC Interests to which such LLC Difference relates; and (ii) if LLC Closing Adjusted Working Capital is less than LLC Estimated Adjusted Working Capital, however, the Stockholders Sellers shall deliver (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books in accordance with each Seller’s ownership of the Group Companies including, particular LLCs to which the Surviving Corporation, dispute relates) by wire transfer of immediately available funds the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, amount of the revised Merger Consideration LLC Difference to Buyer. (f) Any payments made to Sellers pursuant to this Section 2.3 shall be made by wire transfer of immediately available U.S. Dollar funds to an account or accounts indicated by the Sellers’ Agent. Any payments made to Buyer pursuant to this Section 2.3 shall be made by wire transfer of immediately available U.S. Dollar funds to an account indicated by Buyer. (g) Any payments made in respect of the LLC Post-Closing Adjustment (shall be deemed to be adjustments to the "Actual Merger ------------- Consideration Adjustment"purchase price of the LLC Interests for all tax purposes.

Post-Closing Adjustment. (a) The Base Merger Consideration Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 3.11.3. (b) Within ninety one hundred twenty (90120) days following the Effective TimeClosing Date, CCC Buyer, at its option, shall cause CCCPriceWaterhouseCoopers ("Buyer's Accountant Accountant") to audit the Company's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC parties acknowledge and CCC's Accountant after agree that for purposes of determining the net worth of the Company as of the Closing Date in furnishing informationDate, documents, evidence and other assistance to CCC's Accountant to facilitate the completion value of the Post-Closing Audit within the aforementioned time period. Without limiting the generality assets of the foregoingCompany shall, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant except with the information and/or documents reasonably requested by them. CCC's Accountant will test prior written consent of Buyer and Stockholder, be calculated as provided in the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits last paragraph of the Other Group CompaniesSection 6.9. In the event that CCCBuyer's Accountant determines (i) a different amount that the actual Company net worth as of the Closing Date was less than the Group Closing Net Worth (the "Actual Certified Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC Buyer shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the StockholdersStockholder, setting forth (Ai) the determination made by CCCBuyer's Accountant of the actual Company net worth (the "Actual Closing Company Net Worth and the Actual 1997 Adjusted EBITWorth"), (Bii) the amount of the cash portion of the Base Merger Consideration Cash Purchase Price that would have been payable at Closing pursuant to Section 2.2(c1.2(c) had the Actual Closing Company Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used Closing Financial Certificate instead of the Group Certified Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyWorth, and (Ciii) the number of shares issued as part of amount by which the Base Merger Consideration that Cash Purchase Price would have been issuable reduced at Closing had the Actual Closing Company Net Worth and the Actual Adjusted EBIT been used to determine in the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid calculations pursuant to Section 2.2 1.2(c) (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Purchase Price Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration "). The Purchase Price Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketCash Purchase Price already taken pursuant to Section 1.2(c)(i). (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, Stockholder shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC Buyer if they dispute the Stockholder disputes such Financial Adjustment Notice. If CCC Buyer has not received notice of any such a dispute within such 30-day period, (i) CCC Buyer shall be entitled to receive promptly pro rata from the Stockholders Stockholder (which may, at CCCBuyer's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, in Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"1.4)

Post-Closing Adjustment. (a) The Base Merger Consideration Promptly, but in any event within forty-five (45) days after the Closing Date, Parent and its auditors shall be subject prepare, or shall cause the Company to adjustment prepare, and deliver to the Representative a statement, duly certified by Parent as specified accurately setting forth Parent’s good faith determination of the Working Capital of the Acquired Companies (in this Section 3.1each case as of the close of business on the Business Day immediately prior to the Closing and determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Most Recent Balance Sheet and the Working Capital Schedule attached hereto), together with (x) the consolidated balance sheet of the Acquired Companies from which such determinations were derived and (y) such other relevant information on which the calculations reflected thereon are based (such statement, together with such accompanying balance sheet and other information, the “Closing Statement”). (b) Within ninety (90) days following If the Effective TimeRepresentative disagrees with Parent’s determination of Working Capital, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT in each case as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in Closing Statement, the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoingRepresentative may, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the after receipt of the Financial Adjustment Closing Statement, deliver a written notice (the “Dispute Notice”) to Parent setting forth the Representative’s calculation of each disputed amount (each an “Item of Dispute”). The Representative shall have access to all books and records and work papers (including those of Parent’s and the Acquired Companies’ accountants and auditors) relating to the Closing Statement and all other items reasonably requested by the Representative related thereto during normal business hours, subject to entering into such confidentiality agreements as may be reasonably required by such accountants and auditors in order to provide such access. If the Representative does not deliver a Dispute Notice to notify CCC if they dispute such Financial Adjustment NoticeParent within thirty (30) days after delivery by Parent to the Representative of the Closing Statement, the Closing Statement shall be conclusive and binding upon each of the Parties. If CCC has the Representative delivers a Dispute Notice to Parent within thirty (30) days after delivery by Parent of the Closing Statement, Parent and the Representative shall work in good faith to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Closing Statement shall be modified to the extent necessary to reflect such resolution. If any Item of Dispute remains unresolved as of the twentieth (20th) day after delivery by the Representative of the Dispute Notice, Parent and the Representative shall jointly retain an independent valuation firm of recognized national standing to resolve such remaining disagreement who shall be KPMG LLP; provided that, if such firm is unable or unwilling to serve, or if Parent and the Representative are unable to agree with such firm on terms for its engagement that are reasonably satisfactory to Parent and the Representative, then an alternative firm that is a nationally recognized valuation firm shall be selected by lot, after excluding one firm designated by Parent and one firm designated by the Representative (the firm actually retained pursuant to this sentence, the “Valuation Firm”). Parent and the Representative shall request that the Valuation Firm render a determination as to each unresolved Item of Dispute within thirty (30) days after its retention, and Parent and the Representative shall, and Parent shall cause the Acquired Companies and each of their respective agents and representatives to, cooperate fully with the Valuation Firm so as to enable it to make such determination as quickly and accurately as reasonably practicable, including the provision by Parent and the Acquired Companies of all books and records and work papers (including those of their accountants and auditors) relating to the Closing Statement and all other items reasonably requested by the Valuation Firm (in each case in such a manner so as not received notice of to waive or eliminate any privilege applicable to any such dispute within information). The Valuation Firm shall consider only those items and amounts that were set forth on the Closing Statement and the Dispute Notice and that remain unresolved by Parent and the Representative. In resolving any Item of Dispute, the Valuation Firm may not assign a value to any item greater than the greatest value for such 30-day perioditem claimed by either Party, (ior less than the smallest value for such item claimed by either Party, on the Closing Statement or the Dispute Notice, as applicable. The Valuation Firm’s determination(s) CCC shall be entitled based upon the definitions of Working Capital included herein. The Valuation Firm’s determination of each Item of Dispute submitted to receive promptly pro rata from it shall be in writing, shall conform with this Section 3.05 and shall be conclusive and binding upon each of the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined inParties, and subject the Closing Statement shall be modified to the provisions ofextent necessary to reflect such determination(s). The fees, Section 3.2 and/or costs and expenses of the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders Valuation Firm shall be entitled allocated between Parent on the one hand, and the Representative on the other hand, based upon the percentage which the portion of the contested amount not awarded to receive promptly from CCC any Merger Consideration Adjustment owed each such Party bears to the Stockholdersamount actually contested by such Party. If, however, The Working Capital as finally determined pursuant to this Section 3.05 is referred to herein as the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "“Actual Merger ------------- Consideration Adjustment"Working Capital”.

Post-Closing Adjustment. (a) The Base Merger Consideration Immediately following the completion and filing by the Company of its regular Annual Statement with the Tennessee Insurance Division as set forth below, there shall be subject a "Post- Closing Adjustment" whereby the amounts of the Reserves and Policy Assets that were estimated and used to adjustment effect the Closing will be replaced by the actual amounts of the Reserves and Policy Assets as specified of December 31, 1997, such that the Net Transfer Amount shall be recalculated, using the format of Schedule 4.3 attached hereto. The December 31, 1997, Reserves and Policy Assets shall be determined as set forth in this Section 3.1. 10.5. Using the format of Schedule 4.3, the parties shall calculate the amount that should have been transferred at Closing if the amount of the Reserves and Policy Assets as of December 31, 1997, had been known at Closing. If the Net Transfer Amount is more than the Closing Net Transfer Amount, the Company shall transfer additional assets to Reinsurer equal in amount to such differential (b"Adjusting Transfer Amount"), together with interest on the Adjusting Transfer Amount (at the rate of the 6.2% per annum) Within ninety (90) days following from the Effective Time, CCC shall cause CCC's Accountant Date to audit (the "Post-Closing AuditAdjustment Date" (as hereinafter defined). If the Net Transfer Amount is less than the Closing Net Transfer Amount, Reinsurer shall transfer assets to the Company equal in amount to such differential (") Adjusting Transfer Amount"), together with interest on the books Adjusting Transfer Amount (at the rate of the ------------------ Company to determine 6.2% per annum) from the accuracy of the information relating Effective Date to the Company's "Post-Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates Adjustment Date" (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) abovehereinafter defined). The Stockholders assets comprising such Adjusting Transfer Amount shall cooperate with CCC and CCC's Accountant after consist of (i) bonds having an NAIC designation of 1, (ii) accrued investment income attributable to said bonds, (iii) Policy Assets attributable to the Policies (that is, an adjustment, up or down, of such Policy Assets to bring the Policy Assets component of the Closing Date Transfer Amount in furnishing informationline with the actual Policy Assets attributable to the Policies at December 31, documents, evidence and other assistance to CCC's Accountant to facilitate the completion 1997,) and/or cash. The purpose of this Section 4.3 is that the Post-Closing Audit within Adjustment shall put the aforementioned time period. Without limiting parties in the generality respective positions they would have been in if the Closing had used the Reserves and Policy Assets determined as of December 31, 1997, instead of the foregoing, within two weeks amounts that were used to accommodate an earlier Closing. The Post-Closing Adjustment shall take place on the first business day falling next after the Closing, expiration of ten (10) days following the Stockholders shall provide CCC's Accountant date on which the Company files its 1997 Annual Statement with the information and/or documents reasonably requested by them. CCC's Accountant will test Tennessee Insurance Division, referred to herein as the Company's "Post-Closing Net WorthAdjustment Closing Date." The Adjusting Transfer Amount shall bear interest at the rate of 10% per annum, the Group Closing Net Worthcompounded annually, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon beginning on the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Adjustment Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration AdjustmentDate until paid." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) Within 60 days following the Closing, TPI shall, at its expense and with cooperation from Newco's employees and access to Newco's books and records, prepare or cause to be prepared, and deliver to PCA and Newco a statement (the "Closing Working Capital Statement") which shall set forth the Net Working Capital of the Containerboard Business as of the Determination Date (the "Closing Working Capital") and as of the date of the Most Recent Statement of Assets and Liabilities. The Base Merger Consideration amounts so computed shall be subject used to adjustment as specified determine the amount of the payment between TPI and Newco in accordance with this Section 3.12.5 (the "Post Closing Adjustment"). The Closing Working Capital Statement shall be prepared using the same principles, practices and procedures that were used in preparing the Most Recent Statement of Assets and Liabilities. Notwithstanding the foregoing, the following paragraphs (i) through (viii) shall take precedence over such principles, practices and procedures in the preparation of the Closing Working Capital Statement: (i) The Current Assets included in the Closing Working Capital Statement will be adjusted to exclude the Retained Assets, the LIFO reserve and any current assets related to Tenneco defined benefit pension plans and shall not be taken into account in computing the Post Closing Adjustment. (ii) The Current Liabilities included in the Closing Working Capital Statement will be adjusted to exclude the Retained Liabilities. Any current liabilities related to Tenneco's defined benefit pension plans shall not be taken into account in computing the Post Closing Adjustment. (iii) The Most Recent Statement of Assets and Liabilities does not, and the Closing Working Capital Statement will not, include any accrual or deferral related to federal, state, local or foreign income Taxes. (iv) The Closing Working Capital Statement shall not include any dollar amounts related to the Existing Financing Arrangements. (v) The Closing Working Capital Statement shall not include any dollar amounts related to the New Financing Arrangements. No Post Closing Adjustment shall result from the purchase during the period from the date of the Most Recent Statement of Assets and Liabilities to the Determination Date of any assets which were leased at the date of the Most Recent Statement of Assets and Liabilities. (vi) The Closing Working Capital Statement shall not include any liabilities related to bonuses or incentive compensation earned in 1998. (vii) Any change in accounting principles after the date of the Most Recent Statement of Assets and Liabilities (including any changes required by GAAP) will not apply in determining the Closing Working Capital Statement. (viii) The Closing Working Capital Statement shall exclude any increase or decrease in Current Assets or Current Liabilities resulting directly from accounting for the Transaction. (b) Within ninety (90) PCA and PCA's accountants and Newco and Newco's accountants shall have 30 days following after the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books delivery by TPI of the ------------------ Company Closing Working Capital Statement to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after review the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesWorking Capital Statement. In the event that CCC's Accountant PCA or Newco determines (i) a different amount than that the Group Closing Net Worth Working Capital as derived from the Closing Working Capital Statement has not been determined on the basis set forth herein, PCA or Newco shall inform TPI in writing (the "Actual Closing Net WorthObjection") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant a specific description of the Actual Closing Net Worth basis of the Objection and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant Closing Working Capital which PCA or Newco believes should be made, which Objection must be delivered to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, TPI on or prior to before the payment last day of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period. TPI shall then have 30 days to review and respond to the Objection. TPI and PCA and Newco shall attempt in good faith to reach an agreement with respect to any matters in dispute. If TPI and PCA and Newco are unable to resolve all of their disagreements with respect to the determination of the foregoing items within 45 days following the delivery of Objection, they shall refer their remaining differences to a "Big Five" firm of independent public accountants as to which TPI and PCA and Newco mutually agree (the "CPA Firm"), who shall, acting as experts and not as arbitrators, determine in accordance with this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Working Capital as derived from the Closing Working Capital Statement requires adjustment. TPI and PCA and Newco shall direct the CPA Firm to use its best efforts to render its determination within 30 days after such submission. The CPA Firm's determination shall be conclusive and binding upon ▇▇▇▇▇, ▇▇▇ ▇▇▇ TPI. The fees and disbursements of the CPA Firm shall be paid by Newco. PCA, Newco and TPI shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the Closing Working Capital Statement and all other items reasonably requested by the CPA Firm. The "Final Working Capital Statement" shall be (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which mayClosing Working Capital Statement in the event that no Objection is delivered by PCA or Newco during the 30-day period specified above, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and or (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to Closing Working Capital Statement, as adjusted by either (x) the Stockholders. Ifagreement of TPI, however, PCA and Newco or (y) the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"CPA Firm.

Post-Closing Adjustment. (a) Promptly after the Closing Date, Seller shall cause to be prepared and delivered to Restoration statements of operations, changes in shareholder's equity and cash flow and a balance sheet of the Company as of and for the fiscal year ended January 31, 1998 (the "Year-End Financial Statements") and a balance sheet of the Company as of March 20, 1998 (the "Closing Balance Sheet"), in each case in accordance with GAAP applied on a basis consistent with the Financial Statements for the Company referred to in Section 3.04. The Base Merger Consideration Year-End Financial Statements shall be subject audited and the Closing Balance Sheet shall be reviewed by Deloitte & Touche LLP ("Deloitte"), independent accountants for Restoration, to adjustment confirm that such Year-End Financial Statements and the Closing Balance Sheet have been prepared in accordance with GAAP and fairly present the financial position of the Company as specified of such dates and its results of operations and cash flows for such periods. Restoration shall deliver copies of the audited Year-End Financial Statements and the reviewed Closing Balance Sheet to Seller and Seller's independent accountants, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇ ("▇▇▇▇▇▇"), not later than 45 days after the Closing Date. Seller shall cooperate and cause its accountants to cooperate with Restoration and its auditors in this Section 3.1connection with such audit and review. (b) Within ninety (90) 7 days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books after its receipt of the ------------------ Company audited Year-End Financial Statements and the Closing Balance Sheet, Seller shall advise Restoration whether Seller has any exceptions to determine such audited Year-End Financial Statements, the accuracy Closing Balance Sheet or the conduct of the information relating audit. Unless Seller shall deliver to Restoration within such 7-day period a letter of Seller specifying in reasonable detail any such exceptions, the Company's Closing Net Worth shall be conclusive and binding on Seller and Restoration and shall provide the Company's 1997 Adjusted EBIT as set basis for the adjustment specified in subsection (c) below. If within such 7-day period Seller shall deliver to Restoration a letter of Seller setting forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of any such information reflected on the Financial Certificates exceptions which, in the course of the Post- Closing Auditaggregate, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, would result in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after a material adjustment in the Closing Date in furnishing informationBalance Sheet, documents, evidence Seller -------- and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC Restoration shall promptly deliver a written notice with ---- supporting documentation (endeavor to resolve the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as matters set forth in (B) abovesuch letter; and if Seller and Restoration shall fail to reach an agreement with respect to such matters on or before the 14th day after receipt by Restoration of such Seller letter, then Seller and Restoration shall engage a third firm of independent public accountants of recognized national standing who shall promptly make an independent determination of such matters as to which disagreement remains and shall deliver its written opinion thereon to Seller and Restoration. The differences between the respective amounts set forth in (B) and (C) and the amounts opinion of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment third firm shall be owed by CCC conclusive and binding on Seller and Restoration and shall provide the basis for the adjustment specified in subsection (c) below with respect to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time remaining disagreement between Seller and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketRestoration. (c) The stockholders If the Net Worth shall be less than $1,450,000, Seller shall pay, within 5 days after the date on which the Closing Balance Sheet shall become conclusive and binding in accordance with subsection (b) above, to Restoration an amount equal to the difference between $1,450,000 and such Net Worth. If the Net Worth shall be greater than $1,450,000, there shall be no further action or payment by either party. (d) One half of the Group Companies, including fees and disbursements of Deloitte incurred in connection with the Stockholders, through the Group Representative, audit described in Section 2.04(a) shall have thirty (30) days from the receipt be paid by Restoration. The remaining half of the Financial Adjustment Notice Deloitte fees and disbursements to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice a maximum amount of any such dispute within such 30-day period, (i) CCC $30,000 shall be entitled paid by Seller. The fees incurred by ▇▇▇▇▇▇ as they relate to receive promptly pro rata from helping the Stockholders (which mayCompany maintain and close its books at February 1, at CCC's sole discretion1997, be from December 31, 1997, January 31, 1998 and as of the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders Closing Date shall be entitled borne by the Company up to receive promptly from CCC any Merger Consideration Adjustment owed maximum of $30,000. All additional costs in excess of the aforementioned $30,000 related to maintaining and closing the StockholdersCompany's books at February 1, 1997, December 31, 1997, January 31, 1997 and as of the Closing Date and all costs relating to ▇▇▇▇▇▇'▇ review of the audited Year-End Financial Statements and the Closing Balance Sheet shall be borne by Seller. If, however, the Stockholders (through the Group Representative) have delivered notice The fees and disbursements of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amountthird firm, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"shall be equally shared by Seller and Restoration.

Post-Closing Adjustment. (a) Not later than ninety (90) days after the Closing Date or such other time as is mutually agreed by the Parties, Purchaser shall prepare or cause to be prepared, and deliver to Parent a revised Closing Date Statement and a revised statement of the Adjustment Amount as of the Closing Date (the “Revised Adjustment Amount”), together with such reasonably detailed data appropriate to support such revised Closing Date Statement and Revised Adjustment Amount. The Base Merger Consideration Revised Adjustment Amount shall be subject prepared in accordance with GAAP, consistent with the Accounting Principles. In connection with the preparation of such revised Closing Date Statement and the calculation of the Revised Adjustment Amount, Sellers shall: (A) provide Purchaser and its Affiliates (including the Acquired Subsidiaries) and their authorized representatives with reasonable access, during normal business hours, upon reasonable notice and without unreasonably interfering with Sellers’ operations of their businesses, to adjustment the relevant books, records and facilities of the Business and the relevant employees, consultants and representatives of Parent or its Affiliates who were involved in the preparation of the Closing Date Statement and Revised Adjustment Amount; and (B) cooperate in good faith with Purchaser and its Affiliates (including the Acquired Subsidiaries) and their authorized representatives, in each case, as specified in this Section 3.1reasonably requested by Sellers to evaluate, assess and prepare the Closing Date Statement and Revised Adjustment Amount. (b) Within ninety For thirty (9030) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books delivery of the ------------------ Company to determine the accuracy of the information relating Revised Adjustment Amount, Purchaser shall provide Sellers and their Affiliates and their authorized representatives with reasonable access to the Company's Closing Net Worth relevant books, records, facilities, employees and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates representatives of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents Purchaser reasonably requested by them. CCC's Accountant will test Sellers to evaluate and assess the Company's preparation of the revised Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT Date Statement and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits calculation of the Other Group CompaniesRevised Adjustment Amount. (c) Within thirty (30) days following receipt of the Revised Adjustment Amount, Parent shall deliver to Purchaser in writing either its (i) agreement as to the calculation of the Revised Adjustment Amount or (ii) dispute thereof, specifying in reasonable detail the nature of its dispute. To be effective, any such notice of dispute shall include a copy of the Revised Adjustment Amount, marked to indicate those specific line items that are in dispute (the “Disputed Line Items”) and shall be accompanied by Parent’s calculation of the Revised Adjustment Amount. In the event that CCC's Accountant determines Parent does not provide a notice of dispute within such thirty (i30) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )day period, CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- Parent, on behalf of the Group CompaniesSellers, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed deemed to have accepted in full the Revised Adjustment Amount as prepared by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment Purchaser, which shall be owed by final and binding for the Stockholders to CCCpurposes hereunder. If, on or prior to During the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from after the receipt delivery of the Financial Adjustment Notice such dispute notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of Purchaser, Purchaser and Parent shall attempt in good faith to resolve any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from and finally determine the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration final Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the StockholdersAmount. If, at the end of such thirty (30)-day period, Purchaser and Parent have failed to reach agreement with respect to the final Adjustment Amount, the matter shall be submitted to KPMG LLP, which shall act as arbitrator. If KPMG LLP is unable to serve, Purchaser and Parent shall jointly select another nationally recognized accounting firm that is not the independent auditor for either Parent or Purchaser and is otherwise neutral and impartial; provided, however, the Stockholders that if Parent and Purchaser are unable to select such other accounting firm within thirty (through the Group Representative30) have delivered days after delivery of written notice of such a dispute disagreement, each of Purchaser and Parent shall cause its respective selected nationally recognized accounting firm to CCC within such 30-day period, then CCC's select another firm meeting the requirements set forth above or a neutral and impartial certified public accountant with significant relevant experience. The accounting firm or accountant so selected shall be referred to herein as the “Accountant.” The Accountant shall select a New Accounting Firm to review determine the books final Adjustment Amount in accordance with the terms and conditions of this Agreement. In making such determination, the Accountant may only consider Disputed Line Items and must resolve the matter in accordance with the terms and provisions of this Agreement; provided that the determination of the Group Companies includingAccountant will neither be more favorable to Purchaser than reflected in the Closing Date Statement or the Revised Adjustment Amount nor more favorable to Parent than reflected in Parent’s dispute notice. The Accountant shall deliver to Parent and Purchaser, the Surviving Corporation, the Financial Certificates as promptly as practicable and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"in any event within thirty

Post-Closing Adjustment. (a) The Base Within 75 days after the Closing Date, Parent will prepare and deliver to the Members’ Representative written notice (the “Adjustment Notice”) containing an unaudited consolidated balance sheet of the Company as of the close of business on the Closing Date (the “Closing Balance Sheet”), including detailed supporting calculations of (i) the Indebtedness of the Company as of the Closing Date less any Parent Expense Excess (the “Closing Indebtedness”), (ii) the Working Capital of the Company as of the Closing Date (“Closing Working Capital”) and (iii) Parent’s calculation of the amount of any Initial Merger Consideration adjustment required pursuant to Section 2.03(i) (“Adjustment Amount”), if any. If Parent represents that no Adjustment Amount is due and required, the Adjustment Notice shall so state. The Closing Balance Sheet, including the Closing Indebtedness and Closing Working Capital, will be prepared in accordance with GAAP (subject to adjustment any adjustments that relate to Transaction Expenses as specified permitted herein) in this Section 3.1a manner consistent with the methods and practices used to prepare the Estimated Balance Sheet, Estimated Indebtedness and Estimated Working Capital. (b) Within ninety (90) 30 days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books after delivery of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the ClosingAdjustment Notice, the Stockholders shall provide CCC's Accountant with Members’ Representative will deliver to Parent a written response in which the information and/or documents reasonably requested by them. CCC's Accountant Members’ Representative will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines either: (i) a different amount than agree in writing with the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration Balance Sheet as set forth in (B) above. The differences between the respective amounts set forth Adjustment Notice, in (B) which case such calculations of Closing Indebtedness, Closing Working Capital and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common StockAmount, if any, to will be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act final and approved for quotation binding on the Nasdaq National Marketparties for purposes of Section 2.03(i); or (ii) dispute Parent’s determination that no Adjustment Amount is due and required or Parent’s calculation of Closing Indebtedness, Closing Working Capital or Adjustment Amount, if any, as set forth in the Adjustment Notice by delivering to Parent a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) The stockholders If the Members’ Representative fails to take either of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) foregoing actions within 30 days from the receipt after delivery of the Financial Adjustment Notice, then the Company will be deemed to have irrevocably accepted Parent’s calculation of 10 Closing Indebtedness, Closing Working Capital and/or Adjustment Amount, if any, as set forth in the Adjustment Notice, in which case such calculation of Closing Indebtedness, Closing Working Capital and Adjustment Amount will be final and binding on the parties for purposes of Section 2.03(i). (d) If the Members’ Representative delivers a Dispute Notice to notify CCC if they dispute such Financial Parent within 30 days after delivery of the Adjustment Notice, then Parent and the Members’ Representative will attempt in good faith, for a period of 30 days, to agree on the calculations of Closing Indebtedness, Closing Working Capital and Adjustment Amount for purposes of Section 2.03(i). Any resolution by Parent and the Members’ Representative during such 30-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.03(i). If CCC has Parent and the Members’ Representative do not received notice resolve all disputed items by the end of any 30 days after the date of delivery of the Dispute Notice, then Parent and the Members’ Representative will submit the remaining items in dispute to H▇▇▇ & Associates, LLP, or if that firm is unwilling or unable to serve, Parent and the Members’ Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which is not the regular auditing firm of Parent or the Company. If Parent and the Members’ Representative are unable to jointly select such dispute independent accounting firm within 10 days after such 30-day period, Parent and the Members’ Representative will each select an independent accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which is not the regular auditing firm of Parent or the Company (i) CCC shall be entitled such selected independent accounting firm, whether pursuant to receive promptly pro rata from this sentence or the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, howeverpreceding sentence, the Stockholders “Independent Accounting Firm”). The Independent Accounting Firm will act as arbitrator to determine (through based solely upon presentations made by Parent and the Group RepresentativeMembers’ Representative and not by independent audit or review) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New only those items still in dispute. The Purchaser and the Members’ Representative will instruct the Independent Accounting Firm to review render its determination with respect to the books items in dispute in a written report that specifies the conclusions of the Group Companies includingIndependent Accounting Firm as to each item in dispute and the resulting calculations and determination of the Closing Indebtedness, Closing Working Capital and the Adjustment Amount. The Parent and the Members’ Representative will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. The determinations of the Independent Accounting Firm with respect to the Closing Indebtedness, Closing Working Capital and Adjustment Amount will be final and binding on the parties for purposes of Section 2.03(i). Parent and the Members’ Representative will revise the Closing Balance Sheet and the calculation of the Closing Indebtedness, Closing Working Capital and Adjustment Amount as appropriate to reflect the resolution of the issues in dispute pursuant to this Section 2.03. The procedures for payment of an Adjustment Amount, whether in favor of Parent or in favor of Members, are as set forth in Section 2.03(i) hereof. The fees and expenses of the Independent Accounting Firm will be shared by Parent and the Members in inverse proportion to the relative amounts of the disputed amount (as ultimately resolved) determined to be for the account of Parent and the Members, respectively. For example, if the final Adjustment Amount is forty percent (40%) of the Parent’s original Adjustment Amount as determined in accordance with Section 2.03(a), the Surviving CorporationMembers shall pay forty percent (40%) of the fees and expenses of the Independent Accounting Firm and Parent shall pay the remaining sixty percent (60%) of such fees and expenses. (e) For purposes of complying with this Section 2.03, Parent and the Members’ Representative will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and as are available to that party (or its independent public accountants) and each such party will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. Parent must require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the matters, including financial information contained in the Adjustment Notice and Dispute Notice, provided to the Independent Accounting Firm pursuant to this Section 2.03. (f) If the Closing Indebtedness as finally determined in accordance with this Section 2.03 is equal to $60,000,000, then no adjustment shall be made. If the Closing Indebtedness as finally determined pursuant to this Section 2.03 is less than the $60,000,000, then the Parent shall pay the Members the amount of such difference pursuant to Section 2.03(i) below. If the Closing Indebtedness as finally determined pursuant to this Section 2.03 is 11 greater than the $60,000,000, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (g) If the Closing Working Capital is less than 13.0% of the average annualized monthly revenues of the Company using the three (3) completed months immediately preceding the Closing Date (the “Target Working Capital”), an example of the calculation of which is set forth on Schedule 2.03(g) for the period ending June 30, 2006, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (h) All payments required to be made by the Members, on a pro rata basis in proportion to each Member’s share (carried to five decimal places) of the Company Interests, pursuant to Sections 2.03(f) and 2.03(g) will be satisfied by payment from the Escrow Shares (based on the Escrow Per Share Market Value (as defined below) of the Parent Common Stock at such time) in accordance with the terms of the Escrow Agreement or otherwise as permitted by Section 2.03(d) above. The Members will be severally, but not jointly, liable for any amount by which any payments required under Sections 2.03(f) or 2.03(g) exceed the Escrow Fund. All payments to be made by the Parent pursuant to Section 2.03(f) will be satisfied by issuance of additional shares of Parent Common Stock and Parent Warrants to the Members, issued and distributed to the Members on a pro rata basis in proportion to each Member’s share (carried to five decimal places) of the Company Interests based upon the Exchange Value. All adjustments to the Initial Merger Consideration pursuant to this Section 2.03 will be applied to the Initial Merger Consideration to be received by each Member pro-rata based in proportion to each Member’s share (carried to five decimal point places) of the Initial Merger Consideration. The term “Escrow Per Share Market Value” shall mean for any date, the Financial Certificates and price determined by calculating the Financial Adjustment Notice (and related information) to determine the amount, if any, average of the revised Merger Consideration Adjustment closing per share prices of the Parent Common Stock on the American Stock Exchange (“AMEX”) (as reported on AMEX) or such other stock exchange on which Parent Common Stock may then be trading (based on a Trading Day closing at 4:02 p.m. New York City time) for the "Actual Merger ------------- Consideration Adjustment"twenty days prior to any distribution date as described in the Escrow Agreement.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. Within sixty (b60) Within ninety (90) calendar days following the Effective TimeClosing Date, CCC SBI at its own expense, shall cause CCCPricewaterhouseCoopers ("SBI's Accountant Accountant") to audit (the "Post-Closing Audit") the books of the ------------------ Company AGI to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on in the AGI Closing Financial Certificates Certificate (as defined in Section 7.209.2(j) and on the financial certificates of the Other Group Companiesherein). In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Post-Closing Audit, CCCSBI's Accountant shall apply generally accepted accounting principles consistently applied throughout the same accounting methodology used by the Company or the Stockholdersperiods involved ("GAAP"), as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology subject to the extent inconsistent with GAAP (as modified treatment of contingencies and direct ▇▇▇▇ receivables required by Section 2.2(b7.9(d) above)of this Agreement. The Stockholders Shareholders shall cooperate with CCC SBI and CCCSBI's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCCSBI's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesAudit. In the event that CCCSBI's Accountant determines that (i) a different amount the actual Working Capital (as defined below) of AGI on the Closing Date was less than $1,000, (ii) AGI had long term liabilities on the Group Closing Date, or (iii) the actual Tangible Net Worth (as defined below) of AGI on the Closing Date was less than $100,000 (each of (i) - (iii) a "Financial Requirement Deficiency" and together "Financial Requirement Deficiencies") or that the actual Tangible Net Worth of AGI on the Closing Date was greater than $100,000 (such difference the "Actual Closing Excess Tangible Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC then SBI shall promptly deliver a written notice to that effect with ---- supporting documentation to the Shareholder Representative setting forth such Financial Requirement Deficiency or Deficiencies of AGI and/or any Excess Tangible Net Worth, as the case may be, on the Closing Date (the "Financial Adjustment Notice"). As used in this agreement, "Working Capital" means current assets less current liabilities and "Tangible Net Worth" means total assets (excluding all intangible items) less total liabilities; also provided that, any receivables relating to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant loans to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment employees will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketexcluded from assets. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) As soon as practicable (and in no event later than 60 days after the Closing), Buyer will prepare and deliver or cause to be prepared and delivered to the Shareholders a balance sheet of the Company as of the close of business on August 31, 1999 (the "CLOSING BALANCE SHEET") and a proposed statement of the shareholders' equity of the Company as of the close of business on August 31, 1999 (the "CLOSING SHAREHOLDERS' EQUITY STATEMENT"). The Base Merger Consideration shall Closing Balance Sheet and the Closing Shareholders' Equity Statement (i) will reflect, respectively, the financial position of the Company and the components and calculation of the shareholders' equity of the Company in each case as of the close of business on August 31, 1999, after giving effect to the Reorganization and the Assignment, and (ii) will be subject to adjustment as specified prepared and determined on a basis consistent with the policies, principles and methodology used in connection with the preparation of the Reviewed Balance Sheet (the policies, principles and methodology in clause (ii) of this Section 3.12.4(a) being referred to herein as the "BALANCE SHEET PRINCIPLES"). The Reviewed Balance Sheet and Base Shareholders' Equity will be adjusted as if the Assignment and the Reorganization had occurred as of the Balance Sheet Date, but will not be adjusted as a result of the transactions contemplated by Section 5.10. Notwithstanding anything contained herein to the contrary, there will be no changes in reserve or accrual policies between the Balance Sheet Date and the Closing Date without the prior written consent of Buyer. The shareholders' equity of the Company as of the close of business on August 31, 1999 determined in accordance with this Section 2.4 is referred to herein as the "CLOSING SHAREHOLDERS' EQUITY." (b) Within ninety If, within 30 days after the date of Buyer's delivery of the Closing Balance Sheet and the Closing Shareholders' Equity Statement, the Shareholders disagree in good faith with the preparation and determination of the Closing Balance Sheet and the Closing Shareholders' Equity Statement as proposed by Buyer in accordance with this Agreement, the Shareholders will give written notice to Buyer within such 30 day period (90i) setting forth the Shareholders' proposed changes to the Closing Balance Sheet as prepared by Buyer and the determination by the Shareholders of the Closing Shareholders' Equity and (ii) specifying in detail the Shareholders' basis for disagreement with Buyer's preparation and determination of the Closing Balance Sheet and the Closing Shareholders' Equity. The failure by the Shareholders to so express disagreement and provide such specification within such 30 day period will constitute the acceptance of Buyer's preparation of the Closing Balance Sheet and the computation of the Closing Shareholders' Equity. If Buyer and the Shareholders are unable to resolve any disagreement between them with respect to the preparation of the Closing Balance Sheet and the determination of the Closing Shareholders' Equity within 30 days following after the Effective Timegiving of notice by the Shareholders to Buyer of such disagreement, CCC shall cause CCC's Accountant the items in dispute will be referred for determination to audit PricewaterhouseCoopers LLP (the "Post-Closing AuditACCOUNTANTS") as promptly as practicable, but not later than five days after the books expiration of such 30 day period. Buyer and the Shareholders will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter (but in no event later than 30 days after the submission to the Accountants of the ------------------ Company notice of disagreement referred to in the immediately preceding sentence), including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The Accountants will make a determination as to each of the items in dispute (but only those items in dispute), which determination will be in writing, furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), made in accordance with this Agreement, and conclusive and binding upon each of the parties hereto. Nothing herein will be construed to authorize or permit the Accountants to determine (i) any question or matter whatsoever under or in connection with this Agreement, except the accuracy determination of what adjustments, if any, must be made in one or more disputed items reflected in the Closing Balance Sheet and the Closing Shareholders' Equity Statement delivered by Buyer in order for the Closing Shareholders' Equity to be determined in accordance with the provisions of this Agreement or a Closing Shareholders' Equity that is not equal to one of, or between, the Closing Shareholders' Equity as determined by the Shareholders and as determined by Buyer. The fees and expenses of the information relating Accountants will be paid by the party whose last written settlement offer related to all items in dispute, in the aggregate, submitted to the Company's Closing Net Worth Accountants upon the referral of the matter to the Accountants in accordance with this Section 2.4(b) (each, a "LAST OFFER") varies by the greatest absolute amount from the determination by the Accountants of all such disputed items. No party will disclose to the Accountants, and the CompanyAccountants will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any party. (c) During the period that the Shareholders' advisors and personnel are conducting their review of Buyer's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates preparation of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course Closing Balance Sheet and determination of the Post- Closing AuditShareholders' Equity, CCCthe Shareholders' and their representatives will have reasonable access during normal business hours to the work papers, prepared by or on behalf of Buyer and its representatives in connection with Buyer's Accountant shall apply preparation of the same accounting methodology used by Closing Shareholders' Equity Statement and determination of the Closing Shareholders' Equity; PROVIDED, HOWEVER, that the Shareholders will conduct such review in a manner that does not unreasonably interfere with the conduct of the business of the Company or the Stockholders, as applicable, result in preparing such information; provided that CCC's Accountant shall not be obligated substantial out-of-pocket costs to apply such methodology to Buyer. To the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after any such work papers are in the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion control of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks Shareholders after the Closing, the Stockholders shall provide CCC's Accountant with Shareholders will grant Buyer and its representatives reciprocal access rights for the information and/or documents reasonably requested by them. CCC's Accountant will test purpose of finalizing the Company's preparation of the Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT Balance Sheet and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits determination of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) aboveShareholders' Equity. The differences between the respective amounts set forth Shareholders and Buyer agree in (B) good faith to use all reasonable efforts to provide such information and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to access described in this Section 2.2 (a2.4(c), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) As promptly as practicable, but no later than sixty (60) days after the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) setting forth (i) the Seller’s good faith calculation of (A) the Closing Date Cash; (B) Closing Working Capital; (C) Closing Date Debt and (D) Closing Transaction Expenses and (ii) the Seller’s resulting calculation of the Closing Working Capital Adjustment Amount, the Post-Closing Adjustment and the Purchase Price, together with reasonable supporting documentation. The Base Merger Consideration shall be subject Preliminary Closing Statement, as updated and adjusted pursuant to adjustment and as specified it becomes final and binding in accordance with this Section 3.14.03 is referred to as the “Final Closing Statement.” The Buyer and its accountants will each make available to the Seller such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Buyer and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for Seller to prepare the Preliminary Closing Statement. (b) Within ninety The Buyer will have forty-five (9045) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit"“Review Period”) the books from receipt of the ------------------ Company Preliminary Closing Statement to determine review the accuracy same. During the Review Period, the Buyer and its Representatives shall be permitted to review the Seller’s work papers, and any books and records of the information relating Seller and its Affiliates used in the preparation of the Preliminary Closing Statement, and the work papers of the Seller’s accountants related to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates preparation of the Other Group Companies. In determining Preliminary Closing Statement and, upon reasonable notice, shall be provided with access to the accuracy of employees and officers responsible for and knowledgeable about any such information reflected on the Financial Certificates in the course information, books, records or work papers of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC Seller and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketits Affiliates. (c) The stockholders Buyer and the Seller each agree that, following the Closing through the date that the Final Closing Statement becomes conclusive and binding upon the parties in accordance with this Section 4.02, it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Preliminary Closing Statement is based or on which the Final Closing Statement is to be based that are inconsistent with or that would impede or delay the final determination of the Group Companiesamount of the Closing Date Cash, including Closing Date Debt, the StockholdersClosing Working Capital or Closing Transaction Expenses or the preparation of the Dispute Notice or the Final Closing Statement, through in each case, in the Group Representativemanner and utilizing the methods required by this Agreement. (d) If the Buyer disputes any item set forth in the Preliminary Closing Statement, the Buyer shall, prior to 11:59 p.m. New York City time on the last day of the Review Period, deliver written notice to the Seller of the same, specifying in reasonable detail the basis for such dispute and the Buyer’s proposed modifications to the Preliminary Closing Statement (such notice, the “Dispute Notice”). Upon the expiration of the Review Period, any matters that are not subject to a timely delivered Dispute Notice shall be deemed to have been agreed to and shall be conclusive and binding upon the parties and shall be reflected in the Final Closing Statement. If the Buyer does not timely deliver a Dispute Notice, the Preliminary Closing Statement shall be deemed the Final Closing Statement. During the thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"30)-day period immediately following the

Post-Closing Adjustment. (a) Within 60 days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the "Final Statement"), setting forth Seller's good faith determination of the difference between (x) the Purchase Price (based on the actual amounts of the items in clauses (i) - (vii) of Section 1.2(a)) and (y) the amount of the Closing Payment (the "Final Adjustment Amount"). The Base Merger Consideration Final Statement shall be subject reflect, among other things, the EBITDA for the year ended December 31, 1997 computed from Seller's 1997 Financial Statements (hereinafter defined), the Net Working Capital calculation set forth in Section 1.2(a)(vi) and the actual cost to adjustment purchase or install the Critical Expenditures. During the 30-day period following delivery of the Final Statement to Purchaser, Seller shall provide Purchaser (or any auditor designated by Purchaser) with access during normal business hours to such books, records, working papers or other information as specified is reasonably necessary in this Section 3.1the review of the Final Statement and the calculation of the Final Adjustment Amount to enable Purchaser to verify the accuracy of the Final Statement, including but not limited to the 1997 Financial Statements, the work papers of KPMG Peat Marwick related thereto and access to authorized representatives of KPMG Peat Marwick with respect thereto. The Final Statement shall become final and binding upon all parties hereto on the thirty-first day following delivery thereof (without counting such day of delivery) to Purchaser unless the Purchaser gives written notice of disagreement with the Final Statement (a "Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted, and relate solely to the review of the Final Statement and the calculation of the Final Adjustment Amount, including (but not limited to) any adjustments required as a result of the audit performed by KPMG Peat Marwick on Seller's 1997 Financial Statements. (b) Within ninety If a Notice of Disagreement is given by Purchaser in a timely manner, then the Final Statement shall become final and binding upon all parties hereto on the earlier of (90x) days the date Seller and Purchaser resolve in writing any differences they may have with respect to all matters specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved in writing by the Arbitrator (as hereinafter defined). During the 30-day period following the Effective Timedelivery of a Notice of Disagreement, CCC Seller and Purchaser shall cause CCC's Accountant seek in good faith to audit resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement and each shall provide the other with reasonable access to such books, records, working papers or other information as is reasonably necessary in the preparation or calculation of (i) the Final Adjustment Amount, (ii) the Final Statement, (iii) any Notice of Disagreement or (iv) otherwise with respect to any thereof. At the end of such 30-day period if there has been no resolution of the matters specified in the Notice of Disagreement, Seller and Purchaser shall submit to an arbitrator (the "Post-Closing AuditArbitrator") for review and resolution any and all matters arising under this Section which remain in dispute. The Arbitrator shall be the books Los Angeles, California office of a nationally recognized independent public accounting firm mutually selected by Seller and Purchaser that is not the principal outside accounting firm for Seller or Purchaser. If Seller and Purchaser are unable to agree upon an Arbitrator, their respective principal outside accounting firms shall mutually select another nationally recognized independent public accounting firm to act as Arbitrator hereunder. The Arbitrator shall be provided with all books, records, working papers or other information, and access to authorized representatives of Purchaser, Seller or KPMG Peat Marwick, as is reasonably necessary for its review and resolution of such matters in dispute. The Arbitrator shall render a decision resolving each of the ------------------ Company matters submitted to determine the accuracy Arbitrator within 30 days following submission thereto (or as soon thereafter as reasonably practicable). All fees and expenses of the information relating Arbitrator pursuant to this Agreement with respect to such dispute shall be borne by the party who the Arbitrator determines was not the one closer in the aggregate to being correct with respect to the Company's Closing Net Worth and matters being disputed. All determinations made by the Company's 1997 Adjusted EBIT as Arbitrator pursuant to this Section 1.6 shall be set forth in writing and shall be final, conclusive and binding on the Financial Certificates (as defined in Section 7.20) parties hereto and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated subject to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketjudicial review. (c) The stockholders of Within five business days after the Group CompaniesFinal Statement becomes final and binding upon the parties, including Seller or Purchaser, as the Stockholders, through the Group Representativecase may be, shall have thirty (30) days from pay the receipt of the Financial Final Adjustment Notice Amount. All payments pursuant to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC this Section 1.6 shall be entitled by wire transfer of immediately available funds to receive promptly pro rata from an account designated by the Stockholders (which may, recipient at CCC's sole discretion, be from the Pledged Assets as defined in, and subject least two business days prior to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice date of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"payment.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 3.1. (b) Within ninety one hundred twenty (90120) days following the Effective Time, CCC USFloral shall cause CCCPrice Waterhouse LLP ("USFloral's Accountant Accountant") to audit the Surviving Company's books at USFloral's expense to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") ). The parties acknowledge and agree that for purposes of determining the books net worth of the ------------------ Company to determine the accuracy as of the information relating to Closing Date, the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates value of the Other Group Companies. In determining assets of the accuracy Company shall, except with the prior written consent of such information reflected on the Financial Certificates USFloral, be calculated as provided in the course last paragraph of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above)8.9. The Stockholders shall cooperate and shall use their reasonable efforts to cause the officers and employees of the Company to cooperate with CCC USFloral and CCCUSFloral's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCCUSFloral's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting In the generality event that USFloral's Accountant determines that the actual Company net worth as of the foregoing, within two weeks after Closing Date was less than the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Certified Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC USFloral shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group CompaniesStockholders' Representative, including the Stockholdersas defined in Section 3.3, setting forth (Ai) the determination made by CCCUSFloral's Accountant of the actual Company net worth (the "Actual Closing Company Net Worth and the Actual 1997 Adjusted EBITWorth"), (Bii) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Company Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used Closing Financial Certificate instead of the Group Certified Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyWorth, and (Ciii) the amount by which the number of shares issued as part of the Base Merger Consideration that would have been issuable reduced at Closing had the Actual Closing Company Net Worth and the Actual Adjusted EBIT been used to determine in the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid calculations pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as (the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such "). The Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketalready taken pursuant to Section 2.2(c)(i). (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, ' Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC USFloral if they the Stockholders dispute such Financial Adjustment Notice. If CCC USFloral has not received notice of any such a dispute within such 30-day period, (i) CCC USFloral shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCCUSFloral's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, in Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"3.2)

Post-Closing Adjustment. (a) The Base Merger Consideration Within seventy-five (75) days after the Initial Closing Date, Buyer shall be subject prepare and deliver to adjustment Seller: (i) an unaudited balance sheet of Nutra (the “Closing Balance Sheet”) as specified of, and at the close of business on the date immediately prior to, the Initial Closing Date; and (ii) a final closing statement (the “Final Closing Statement”), reflecting Buyer’s calculation of (A) Net Working Capital (“Initial Closing Net Working Capital”), (B) the aggregate amount of all Indebtedness of Nutra (“Initial Closing Indebtedness”), (C) a calculation of Cash of Nutra (“Initial Closing Cash”), (D) a calculation of Unpaid Nutra Transaction Expenses (“Initial Closing Unpaid Nutra Transaction Expenses”), in each case, calculated as of immediately prior to the Initial Closing (without giving effect to the transactions contemplated in connection with the Initial Closing) consistent (except as provided in this Section 3.12.08) with the Closing Balance Sheet, and (E) a calculation of the Adjustment Amount. (b) Within ninety (90) days following The Closing Balance Sheet and Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the Effective Time, CCC shall cause CCC's Accountant to audit principles applied in connection with the preparation of the most recent balance sheet included in the Financial Statements (the "Post-Closing Audit"“Reference Balance Sheet”); provided that (x) the books Closing Balance Sheet shall not give effect to the Initial Purchase, including any payments of cash in respect of the ------------------ Company Preliminary Purchase Price or any financing transactions in connection therewith or, after the Initial Closing, any other action or omission by Buyer or Nutra that is not in the ordinary course of business consistent with past practice, (y) the treatment of leases as capital leases or operating leases shall be identical to determine their treatment in the accuracy Reference Balance Sheet, and (z) the Closing Balance Sheet shall not reflect any expense or Liability for which Buyer is responsible under this Agreement. Following the Initial Closing, Buyer shall provide Seller and its Representatives reasonable access during normal business hours to the records, properties, personnel and (subject to the execution of the information customary work paper access letters if requested) auditors of Nutra relating to the Company's preparation of the Closing Balance Sheet and the Final Closing Statement and shall cause the personnel of Nutra to reasonably cooperate with Seller in connection with its review of the Closing Balance Sheet and the Final Closing Statement. (c) If Seller shall disagree with such calculations of Initial Closing Net Worth and Working Capital, Initial Closing Indebtedness, Initial Closing Cash or Initial Closing Unpaid Nutra Transaction Expenses, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates particulars of such disagreement, within thirty (as defined in Section 7.2030) and on the financial certificates days after its receipt of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC Balance Sheet and CCC's Accountant after the Final Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesStatement. In the event that CCC's Accountant determines Seller does not provide a notice of disagreement within such thirty (30)-day period, the GNC Parties and Buyer shall be deemed to have agreed to the Closing Balance Sheet and Final Closing Statement and the calculations of Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash, and Initial Closing Unpaid Nutra Transaction Expenses delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any notice of disagreement is timely provided, Buyer and Seller shall use reasonable best efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash or Initial Closing Unpaid Nutra Transaction Expenses. If, at the end of such period, they are unable to resolve such disagreements in writing, then any such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Buyer and Seller (such firm, subject to the following proviso, the “Auditor”); provided, that if Seller and Buyer cannot agree on the Auditor, either party may request that the American Arbitration Association (the “AAA”) choose the Auditor, in which case the AAA’s choice of the Auditor will be binding and the expenses of the AAA will be shared 50% by Buyer and 50% by the GNC Parties. Each of Buyer and Seller shall promptly provide their respective assertions regarding Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash and Initial Closing Unpaid Nutra Transaction Expenses and, to the extent relevant thereto, the Closing Balance Sheet in writing to the Auditor and to each other. The Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the Parties agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Auditor). The Auditor shall base its determination solely on (i) a different amount than the Group Closing Net Worth (written submissions of the "Actual Closing Net Worth") or Parties and shall not conduct an independent investigation and (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT extent (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice"if any) to which Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash or Initial Closing Unpaid Nutra Transaction Expenses require adjustment (only with respect to the stockholders --------------------------- remaining disagreements submitted to the Auditor) in order to be determined in accordance with Section 2.08(b) (including the definitions of the Group Companies, including the Stockholders, setting forth (A) the defined terms used in Section 2.08(b)). The determination made by CCC's Accountant of the Actual Closing Net Worth Auditor shall be final, conclusive and binding on the Actual 1997 Adjusted EBIT, (B) the amount parties. All fees and expenses of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments Auditor relating to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockwork, if any, to be issued performed by the Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and Seller, on the other hand, in respect proportion to the allocation of the Merger Consideration Adjustment shall be registered under dollar value of the 1933 Act amounts in dispute as between Buyer and approved for quotation Seller (set forth in the written submissions to the Auditor) made by the Auditor such that the party prevailing on the Nasdaq National Marketgreater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Seller challenges items underlying the calculations of Initial Closing Net Working Capital, Initial Closing Indebtedness, Initial Closing Cash and Initial Closing Unpaid Nutra Transaction Expenses in the net amount of $1,000,000, and the Auditor determines that Buyer has a valid claim for $400,000 of the $1,000,000, Buyer shall bear 60% of the fees and expenses of the Auditor and the GNC Parties shall bear the remaining 40% of the fees and expenses of the Auditor. (cd) The stockholders of the Group Companies, including the Stockholders, through the Group Representative“Adjustment Amount,” which may be positive or negative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, mean (i) CCC shall be entitled to receive promptly pro rata from 57.14% multiplied by (the Stockholders Initial Closing Net Working Capital (which mayas finally determined in accordance with Section 2.08(c)), at CCC's sole discretionminus Estimated Initial Closing Net Working Capital), be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and plus (ii) the Stockholders Estimated Initial Closing Indebtedness, minus Initial Closing Indebtedness (as finally determined in accordance with Section 2.08(c))), plus (iii) 57.14% multiplied by (the Initial Closing Cash (as finally determined in accordance with Section 2.08(c)), minus Estimated Initial Closing Cash), plus (iv) Estimated Unpaid Nutra Transaction Expenses, minus Initial Closing Unpaid Nutra Transaction Expenses (as finally determined in accordance with Section 2.08(c)). If the Adjustment Amount is a positive number, then the Preliminary Purchase Price shall be entitled to receive promptly from CCC any Merger Consideration increased by the Adjustment owed Amount, and if the Adjustment Amount is a negative number, then the Preliminary Purchase Price shall be decreased by the absolute value of the Adjustment Amount (such adjusted Preliminary Purchase Price, the “Final Purchase Price”). The Adjustment Amount shall be paid in accordance with Section 2.08(e) and shall be deemed an adjustment for Tax purposes to the Stockholders. If, howeverPreliminary Purchase Price. (e) If the Adjustment Amount is a negative number, the Stockholders GNC Parties shall promptly (but in any event within five (5) Business Days) pay or cause to be paid such amount to Buyer (or its designee(s)), in cash. If the Adjustment Amount is a positive number, subject to Section 9.07, Buyer shall promptly (but in any event within five (5) Business Days) pay such amount to Seller (or its designee(s)), in cash. Any payment pursuant to this Section 2.08(e) shall be made by Buyer or the GNC Parties, as the case may be, by wire transfer of immediately available funds within five (5) Business Days of the final determination of the Adjustment Amount in accordance with Section 2.08(c) to such account or accounts of such other Party as may be designated by such other Party in writing. In the event of a failure to timely make such payment, interest shall accrue on such amount for the period commencing on the payment due date through the Group Representativedate on which such payment is made calculated at the Prime Rate. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of three hundred and sixty-five (365) days and the actual number of days elapsed. Further, in the event of a failure by the GNC Parties to make such payment, Buyer shall have delivered notice the right to withhold an amount equal to the aggregate dollar value of such Adjustment Amount against any future Special Distributions or any Final Subsequent Purchase Price on a dispute to CCC within such 30dollar-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"for-dollar basis.

Post-Closing Adjustment. (a) The Base Within 75 days after the Closing Date, Parent will prepare and deliver to the Members’ Representative written notice (the “Adjustment Notice”) containing an unaudited consolidated balance sheet of the Company as of the close of business on the Closing Date (the “Closing Balance Sheet”), including detailed supporting calculations of (i) the Indebtedness of the Company less Members’ Subordinated Debt as of the Closing Date (the “Closing Indebtedness”), (ii) the Members’ Equity of the Company as of the Closing Date (the “Closing Members’ Equity”), (iii) the Working Capital of the Company as of the Closing Date (“Closing Working Capital”) and (iv) Parent’s calculation of the amount of any Initial Merger Consideration adjustment required pursuant to Section 2.03(i) (“Adjustment Amount”), if any. If Parent represents that no Adjustment Amount is due and required, the Adjustment Notice shall so state. The Closing Balance Sheet, including the Closing Indebtedness, Closing Members’ Equity and Closing Working Capital, will be subject prepared in accordance with GAAP in a manner consistent with the methods and practices used to adjustment as specified in this Section 3.1prepare the Estimated Balance Sheet, Estimated Indebtedness, Estimated Working Capital, and Estimated Members’ Equity. (b) Within ninety (90) 30 days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books after delivery of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the ClosingAdjustment Notice, the Stockholders shall provide CCC's Accountant with Members’ Representative will deliver to Parent a written response in which the information and/or documents reasonably requested by them. CCC's Accountant Members’ Representative will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines either: (i) a different amount than agree in writing with the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration Balance Sheet as set forth in (B) above. The differences between the respective amounts set forth Adjustment Notice, in (B) which case such calculations of Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common StockAmount, if any, to will be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act final and approved for quotation binding on the Nasdaq National Marketparties for purposes of Section 2.03(i); or (ii) dispute Parent’s calculation of Closing Indebtedness, Closing Members’ Equity, Closing Working Capital or Adjustment Amount, if any, as set forth in the Adjustment Notice by delivering to Parent a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) The stockholders If the Members’ Representative fails to take either of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) foregoing actions within 30 days from the receipt after delivery of the Financial Adjustment Notice, then the Company will be deemed to have irrevocably accepted Parent’s calculation of Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and/or Adjustment Amount, if any, as set forth in the Adjustment Notice, in which case such calculation of Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount will be final and binding on the parties for purposes of Section 2.03(i). (d) If the Members’ Representative delivers a Dispute Notice to notify CCC if they dispute such Financial Parent within 30 days after delivery of the Adjustment Notice, then Parent and the Members’ Representative will attempt in good faith, for a period of 30 days, to agree on the calculations of Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount for purposes of Section 2.03(i). Any resolution by Parent and the Members’ Representative during such 30-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.03(i). If CCC has Parent and the Members’ Representative do not received notice resolve all disputed items by the end of any 30 days after the date of delivery of the Dispute Notice, then Parent and the Members’ Representative will submit the remaining items in dispute to H▇▇▇ & Associates, LLP, or if that firm is unwilling or unable to serve, Parent and the Members’ Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which is not the regular auditing firm of Parent or the Company. If Parent and the Members’ Representative are unable to jointly select such dispute independent accounting firm within 10 days after such 30-day period, Parent and the Members’ Representative will each select an independent accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which is not the regular auditing firm of Parent or the Company (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Firm”). The Independent Accounting Firm will act as arbitrator to determine (based solely upon presentations made by Parent and the Members’ Representative and not by independent audit or review) only those items still in dispute. The Purchaser and the Members’ Representative will instruct the Independent Accounting Firm to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting calculations and determination of the Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and the Adjustment Amount. The Purchaser and the Members’ Representative will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. The determinations of the Independent Accounting Firm with respect to the Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount will be final and binding on the parties for purposes of Section 2.03(i). Parent will revise the Closing Balance Sheet and the calculation of the Closing Indebtedness, Closing Members’ Equity, Closing Working Capital and Adjustment Amount as appropriate to reflect the resolution of the issues in dispute pursuant to this Section 2.03 and Parent will provide instructions to the Escrow Agent consistent with such resolution. Any payment from the Escrow Fund for an Adjustment Amount shall be payable (i) CCC shall be entitled to receive promptly pro rata 75% in cash from the Stockholders (which may, at CCC's sole discretion, be Escrow Amount and the cash proceeds from the Pledged Assets as defined in, and subject to sale of any Escrow Shares or Escrow Warrants (the provisions of, Section 3.2 and/or the Contingent Merger Consideration“Proceeds”) any Merger Consideration Adjustment owed to CCC and (ii) 25% in Escrow Shares; provided, that, the Stockholders Members’ Representative may elect to have an Adjustment Amount paid from the Escrow Amount or Proceeds in cash in lieu of Escrow Shares in a percentage greater than 75% of such Adjustment Amount. The fees and expenses of the Independent Accounting Firm will be shared by Parent and the Members in proportion to the relative amounts of the disputed amount (as ultimately resolved) determined to be for the account of Parent and the Members, respectively. For example, if the final Adjustment Amount is forty percent (40%) of the Parent’s original Adjustment Amount as determined in accordance with Section 2.03(a), the Members shall pay forty percent (40%) of the fees and expenses of the Independent Accounting Firm and Parent shall pay the remaining sixty percent (60%) of such fees and expenses. (e) For purposes of complying with this Section 2.03, Parent and the Members’ Representative will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and as are available to that party (or its independent public accountants) and each party will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. Parent must require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the matters, including financial information contained in the Adjustment Notice and Dispute Notice, provided to the Independent Accounting Firm pursuant to this Section 2.03. (f) If the Closing Indebtedness as finally determined in accordance with this Section 2.03 is less than or equal to $13,500,000, then no adjustment shall be entitled made. If the Closing Indebtedness as finally determined pursuant to receive promptly this Section 2.03 is greater than the $13,500,000, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (g) If the Closing Members’ Equity as finally determined in accordance with this Section 2.03 is greater than or equal to $14,200,000 (as determined without deducting the Transaction-Related Members’ Equity Charge), then no adjustment shall be made. If the Closing Members’ Equity as finally determined pursuant to this Section 2.03 is less than the $14,200,000, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (h) If the Closing Working Capital is less than 14.0% of the average annualized monthly revenues of the Company using the three (3) completed months immediately preceding the Closing Date (the “Target Working Capital”), an example of the calculation of which is set forth on Schedule 2.03(h) for the period ending June 30, 2006, then the Members will pay to Parent the amount of such difference pursuant to Section 2.03(i) below. (i) All payments required to be made by the Members, on a pro rata basis in proportion to each Member’s share (carried to five decimal places) of the Company Interests, pursuant to Sections 2.03(f), 2.03(g) and 2.03(h) will first be satisfied by payment from CCC the Escrow Amount and the Escrow Shares (based on the Escrow Per Share Market Value (as defined below) of the Parent Common Stock at such time) in accordance with the terms of the Escrow Agreement. The Members will be severally liable for any amount by which any payments required under Sections 2.03(f), 2.03(g) or 2.03(h) exceed the Escrow Fund. All adjustments to the Initial Merger Consideration Adjustment owed pursuant to this Section 2.03 will be applied to the StockholdersInitial Merger Consideration to be received by each Member pro rata based in proportion to each Member's share (carried to five decimal point places) of the Initial Merger Consideration. If, howeverThe term “Escrow Per Share Market Value” shall mean for any date, the Stockholders (through price determined by calculating the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books average of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, closing per share prices of the revised Merger Consideration Adjustment Parent Common Stock on the American Stock Exchange (“AMEX”) (as reported on AMEX) or such other stock exchange on which Parent Common Stock may then be trading (based on a Trading Day closing at 4:02 p.m. New York City time) for the "Actual Merger ------------- Consideration Adjustment"twenty days prior to any distribution date as described in the Escrow Agreement.

Post-Closing Adjustment. (a) The Base Merger Consideration Promptly, but in any event within sixty (60) calendar days after the Closing Date, Buyer and its auditors shall prepare and deliver to Seller a statement, duly certified by Buyer as accurately setting forth Buyer’s good faith determination in accordance with the Accounting Principles of (i) the Indebtedness of the Company, (ii) the cash of the Company and (iii) the Accounts Payable, (iv) the Accounts Receivable, (v) the Net Accounts and (vi) the Inventory of the Company (in each case as of the close of business) on the Closing Date and determined on a consolidated basis in accordance with the Accounting Principles and the Company Accounts Schedule), together with (x) the consolidated balance sheet and the consolidated trial balance of the Company from which such determinations were derived, and (y) such other relevant information on which the calculations reflected thereon are based, in such detail as shall be subject reasonably acceptable to adjustment Seller (such statement, together with such accompanying balance sheet and other information, the “Closing Statement”). The Parties agree that the purpose of preparing the Closing Statement and determining Accounts Payable, Accounts Receivable, Net Accounts, Inventory, cash and Indebtedness is to measure changes in the components taken into consideration in determining the Closing Consideration. Such process is not intended to permit the introduction of different components, judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the cash, Indebtedness, Accounts Payable, Accounts Receivable, Net Accounts and Inventory from the Accounting Principles and the Company Accounts Schedule, as specified in this Section 3.1applicable. (b) Within ninety If Seller disagrees with Buyer’s determination of the Indebtedness, cash Accounts Payable, Accounts Receivable, Net Accounts and/or Inventory, in each case as reflected on the Closing Statement, Seller may, within sixty (9060) calendar days following after receipt of the Effective TimeClosing Statement, CCC deliver a signed written notice (the “Dispute Notice”) to Buyer setting forth Seller’s objection(s) to the Closing Statement (each an “Item of Dispute”). Buyer will cooperate with Seller to provide it with such other information used in preparing or related to the Closing Statement reasonably requested by Seller including, upon reasonable advance notice, access during normal business hours to relevant records of Buyer. If Buyer does not receive a Dispute Notice within sixty (60) calendar days after delivery by Buyer of the Closing Statement, the Closing Statement shall be conclusive and binding upon each of the Parties. If Buyer receives a Dispute Notice from Seller within sixty (60) calendar days after delivery by Buyer of the Closing Statement, Buyer and Seller shall use reasonable efforts to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Closing Statement shall be modified to the extent necessary to reflect such resolution. If any Item of Dispute remains unresolved as of the 20th calendar day after delivery by Seller of the Dispute Notice, Buyer and Seller shall jointly retain the New York, New York office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to resolve such remaining disagreement; provided that, if the New York, New York office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is then unavailable for such purposes, Buyer and Seller shall jointly retain an independent accounting firm of recognized national standing, excluding for such purpose each Big Four Accounting Firm, to resolve such remaining disagreement; provided, further, that in such case, if Buyer and Seller are unable to agree on the choice of such firm, then such firm will be a nationally recognized independent accounting firm (other than a Big Four Accounting Firm) selected by lot, after excluding one firm designated by Buyer and one firm designated by Seller (the firm actually retained pursuant to this sentence, the “Accounting Firm”). Buyer and Seller shall request that the Accounting Firm render a determination as to each unresolved Item of Dispute within thirty (30) calendar days after its retention, and Buyer and Seller shall, and Buyer shall cause CCC's Accountant the Company and each of their respective agents and representatives to, reasonably cooperate with the Accounting Firm so as to audit enable it to make such determination as quickly and accurately as reasonably practicable, including the provision by Buyer and the Company of all books and records and work papers (the "Post-Closing Audit"including those of their accountants and auditors) the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth Statement and all other items reasonably requested by the Company's 1997 Adjusted EBIT Accounting Firm (in each case in such a manner so as not to waive or eliminate any privilege applicable to any such information). The Accounting Firm shall consider only those items and amounts that were set forth on the Financial Certificates (as defined in Section 7.20) Closing Statement and on the financial certificates of Dispute Notice and that remain unresolved and may not assign a value greater than the Other Group Companies. In determining greatest value claimed by Buyer or Seller for such item or smaller than the accuracy of smallest value claimed by Buyer or Seller for such information reflected on the Financial Certificates item in the course of Written reports submitted to the Post- Accounting Firm. Buyer and Seller agree that any market or business developments after the Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated taken into consideration and that the status of the Target Companies’ affairs and market circumstances at the time of the Closing shall prevail. The Accounting Firm’s determinations shall be based upon the definitions of Indebtedness Accounts Payable, Accounts Receivable, Net Accounts and Inventory included herein. The Accounting Firm’s determination of each Item of Dispute submitted to apply such methodology it shall be in Writing, shall conform with this Section 2.07, and shall be conclusive and binding upon each of the Parties, and the Closing Statement shall be modified to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance necessary to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (Creflect such determination(s) and the amounts Accounting Firm’s final determinations of such matters shall be non-appealable and incontestable by the Parties and each of their respective Affiliates and successors and assigns and not subject to collateral attack for any reason other than manifest error or fraud. The Accounting Firm shall allocate its fees, costs and expenses between Buyer on the one hand, and Seller on the other hand, in proportion to the difference between the Accounting Firm’s determination of the cash Items of Dispute and the CCC Common Stock components value of the Base Merger adjustment to the Closing Consideration paid claimed by each of Buyer and Seller. For example, if it is Buyer’s position that the adjustment owed is $300, Seller’s position that the adjustment owed is $100 and the Independent Accounting Firm’s finding that the adjustment owed is $250, then Buyer shall pay 25% (300-250 / 300-100) of the Accounting Firm’s fees and expenses and Seller shall pay 75% (250-100 / 300-100) of the Accounting Firm’s fees and expenses. The Indebtedness, cash, Accounts Payable, Accounts Receivable and Inventory, in each case as finally agreed upon or determined pursuant to this Section 2.2 (a)2.07, as adjusted pursuant to Sections 2.2(c) or 2.2(d), is are referred to hereafter herein as the "Merger Consideration Adjustment." Any increase in “Actual Indebtedness the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to “Actual Cash,” the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by “Actual Accounts Payable,” the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates “Actual Accounts Receivable” and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "“Actual Merger ------------- Consideration Adjustment"Inventory” respectively.

Post-Closing Adjustment. (a) As promptly as practicable, but in any event within one hundred twenty (120) days following the Closing Date, the Purchaser shall deliver to the Sellers a statement setting forth its calculation of the Adjustment Amount (the “Post-Closing Adjustment Statement”), together with all related work papers and supporting calculations reasonably requested by the Sellers. The Base Merger Consideration Post-Closing Adjustment Statement shall be subject prepared in accordance with the Transaction Accounting Principles. During the 120-day period following the Closing Date until the delivery by the Purchaser to adjustment the Sellers of the Post-Closing Adjustment Statement, the Purchaser and its Representatives respectively, shall be permitted to review the applicable books and records of the Acquired Companies, and the Sellers shall promptly as specified reasonably practicable make available employees and other Representatives of the Acquired Companies as reasonably necessary for the preparation of the Post-Closing Adjustment Statement; provided, that such access shall be during normal business hours and in this Section 3.1a manner that does not interfere with the normal business operations of the Sellers; provided, further, that such access shall not jeopardize the attorney-client privilege or attorney work-product doctrine or any other applicable privilege to which any such books and records, materials and other information is subject. (b) Within ninety During the thirty (90) days following 30)-day period immediately after the Effective Time, CCC shall cause CCC's Accountant delivery by the Purchaser to audit (the "Sellers of the Post-Closing Audit") Adjustment Statement (the books “Review Period”), the Sellers and their respective Representatives shall be permitted to review the applicable supporting documents and work papers used in the preparation of the ------------------ Company Post-Closing Adjustment Statement, and the Purchaser shall as promptly as reasonably practicable make reasonably available the individuals responsible for and knowledgeable about the information used in and necessary for the preparation of the Post-Closing Adjustment Statement to determine respond to the accuracy inquiries of, or requests for information (including any supporting documents used in preparing the Post-Closing Adjustment Statement) by, the Sellers or their respective Representatives; provided, that such access shall be during normal business hours and in a manner that does not interfere with the normal business operations of the Purchaser or the Acquired Companies; provided further, that such access shall not jeopardize the attorney-client privilege or attorney work-product doctrine or any other applicable privilege to which any such books and records, materials and other information is subject. (c) In the event that the Sellers do not agree with any of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates Post-Closing Adjustment Statement, the Sellers shall notify the Purchaser of such disagreement in writing (the “Notice of Disagreement”) as defined promptly as practicable, and in Section 7.20) and any case on or before the financial certificates expiration of the Other Group CompaniesReview Period. In determining The Notice of Disagreement shall set forth in reasonable detail the accuracy basis for such dispute and the amounts involved in such dispute. If the Sellers do not deliver a Notice of such information reflected on Disagreement to the Financial Certificates Purchaser by the end of the Review Period, the Post-Closing Adjustment Statement shall be deemed to be final, including for purposes of Section 2.5(g). (d) During the fifteen (15)-day period immediately following the delivery of a Notice of Disagreement (the “Consultation Period”), the Sellers and the Purchaser shall seek in good faith to resolve all differences that they may have with respect to the matters specified in the course Notice of Disagreement. If, during the Consultation Period, such Parties reach an agreement with respect to all items in dispute as set forth in the Notice of Disagreement, such agreement shall be evidenced in writing and the Post-Closing Adjustment Statement shall be updated to reflect such resolutions and, as so updated, shall be deemed to be final, including for purposes of Section 2.5(g). (e) If, at the end of the Post- Consultation Period, the Sellers and the Purchaser have been unable to resolve all differences that they may have with respect to the matters specified in the Notice of Disagreement, the Sellers and the Purchaser shall submit all matters that remain in dispute with respect to the Notice of Disagreement (along with copies of the Post-Closing AuditAdjustment Statement and Notice of Disagreement marked to indicate those line items that are not then in dispute) to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CCC's Accountant shall apply or another independent certified public accounting firm in the same accounting methodology used United States of good national reputation and mutually acceptable to the Sellers and the Purchaser (the “Independent Accounting Firm”). The Sellers and the Purchaser agree to cooperate with the Independent Accounting Firm during its resolution of the matters that remain in dispute as set forth and marked in the Notice of Disagreement (including by entering into a customary engagement letter with the Company or Independent Accounting Firm); provided, however, that the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant accountants of the Sellers shall not be obligated to apply such methodology make any work papers available to the extent inconsistent Independent Accounting Firm except in accordance with GAAP such accountants’ normal disclosure procedures and then only after the Independent Accounting Firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. The Sellers and the Purchaser shall instruct the Independent Accounting Firm, within fifteen (15) days after referral of the matter to such Independent Accounting Firm, to evaluate the appropriate amount of each line item in the Post-Closing Adjustment Statement as to which the Sellers and the Purchaser disagree (as modified by Section 2.2(b) aboveset out and marked in the Notice of Disagreement submitted to the Independent Accounting Firm). The Stockholders shall cooperate , acting as an expert and not as an arbitrator, of the appropriate amount with CCC respect to each such line item and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion resulting calculation of the Post-Closing Audit within Adjustment Statement in accordance with the aforementioned time Transaction Accounting Principles. In making such determination, the Independent Accounting Firm shall rely solely on the presentations and supporting material provided by the Sellers and the Purchaser, in each case, to the Independent Accounting Firm and the other Party, and not pursuant to any independent review, and the definitions and other applicable provisions of this Agreement. The Independent Accounting Firm shall not consider any issues other than those which remain in dispute between the Sellers and the Purchaser, as set forth and marked in the Notice of Disagreement submitted to the Independent Accounting Firm. The Independent Accounting Firm shall resolve each line item that remains in dispute by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations and supporting material provided by the Sellers and the Purchaser. Such determination of the Independent Accounting Firm shall be conclusive and binding upon the parties absent Fraud or manifest error. A copy of all materials submitted to the Independent Accounting Firm pursuant to this Section 2.5(e) shall be provided by the Sellers or the Purchaser, as applicable, to the other Party concurrently with the submission thereof to the Independent Accounting Firm. During such determination period, the Independent Accounting Firm also shall prepare a statement of the Adjustment Amount based upon all line items not disputed or resolved by the Parties and the amount of each line item determined by the Independent Accounting Firm in accordance with this Section 2.5(e), which statement, absent a showing of Fraud or manifest calculation error, shall be deemed to be final, including for purposes of Section 2.5(g). Without limiting During the generality review by the Independent Accounting Firm, the Sellers and the Purchaser and their respective accountants and other Representatives will each make available to the Independent Accounting Firm interviews with such individuals, and such information, books and records and work papers, as may be reasonably required by the Independent Accounting Firm to fulfill its obligations under this Section 2.5(e); provided, however, that the accountants of the Sellers shall not be obligated to make any work papers available to the Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accounting Firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. Notwithstanding the foregoing, within two weeks after the Closing, scope of the Stockholders disputes to be resolved by the Independent Accounting Firm shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT be limited to fixing mathematical errors and the Group 1997 Adjusted EBIT based upon determining whether any disputed determination of the Post-Closing Audit and Adjustment Statement properly submitted in accordance with the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice terms hereof was properly calculated in accordance with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companiesthis Agreement, including the StockholdersTransaction Accounting Principles. The Independent Accounting Firm is not authorized to, setting forth and shall not, make any other determination, including (A) any determination with respect to any matter included in the determination made by CCC's Accountant Post-Closing Adjustment Statement or the Notice of Disagreement other than those matters that were properly submitted for resolution to the Actual Closing Net Worth and Independent Accounting Firm in accordance with the Actual 1997 Adjusted EBITterms hereof, (B) any determination as to whether the Transaction Accounting Principles were followed with respect to the Financial Statements, (C) any determination as to whether the Target Working Capital Amount or the related calculations to the extent set forth in Exhibit I were properly calculated in accordance with the Transaction Accounting Principles, (D) any determination as to the accuracy of the representations and warranties set forth in this Agreement or (E) any determination as to compliance by any party with any of their respective covenants in this Agreement. Any dispute not within the scope of disputes to be resolved by the Independent Accounting Firm pursuant to this Section 2.5 shall be resolved as otherwise provided in this Agreement. (f) Each of the Sellers and the Purchaser shall bear all the fees and costs incurred by them in connection with the Independent Accounting Firm’s review, except that the fees and expenses relating to the foregoing work by the Independent Accounting Firm shall be borne by the Sellers, on the one hand, and the Purchaser, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation will also be determined by the Independent Accounting Firm calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and be included in the Independent Accounting Firm’s written report. (g) The statement of the Adjustment Amount that is final, as finally determined pursuant to Section 2.5(a), 2.5(c), 2.5(d) or 2.5(e), is referred to as the “Final Adjustment Statement.” The Final Adjustment Statement shall be conclusive and binding on the parties, and judgment may be entered upon the Final Adjustment Statement by any court referred to in Section 10.3. (h) The “Post-Closing Adjustment” shall be equal to (a) the Adjustment Amount (positive or negative) set forth in the Final Adjustment Statement, less (b) the estimated Adjustment Amount set forth in the Estimated Adjustment Statement, if positive, or plus (c) the absolute value of the estimated Adjustment Amount set forth in the Estimated Adjustment Statement, if negative. If the Post-Closing Adjustment is a positive amount, then the Purchaser shall pay in cash to the Sellers (or one or more Affiliates designated by the Sellers) the amount of the cash portion of Post-Closing Adjustment. If the Base Merger Consideration that would have been payable at Post-Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), Adjustment is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course)negative amount, then the number of shares of CCC Common Stock issuable as part Sellers (or one or more Affiliates designated by the Sellers) shall pay in cash to the Purchaser the absolute value of the Merger Consideration Adjustment will be appropriately adjusted to reflect Post-Closing Adjustment. Any such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment payment shall be registered under made within five (5) Business Days after the 1933 Act and approved for quotation on the Nasdaq National Marketfinal Post-Closing Adjustment Statement is delivered. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) As promptly as practicable after the Divestiture Date and in any event within 45 days thereafter, Knewco shall prepare (with Sensormatic's cooperation, as appropriate) its final balance sheet at the Divestiture Date (the "Divestiture Date Balance Sheet"). The Base Merger Consideration Divestiture Date Balance Sheet, which shall be subject prepared in accordance with GAAP and the Allocation Principles, and consistent with the Estimated Balance Sheet, shall reflect, among other things, the net worth of Knewco at the Divestiture Date after giving effect to adjustment the Contribution (but without giving effect to any write-downs described in Section 1.5). If Sensormatic and Knewco are in agreement as specified to the net worth of Knewco, as reflected on the Divestiture Date Balance Sheet, such net worth shall have been finally determined in accordance with this Section 3.17.6 and, accordingly, either Sensormatic or Knewco shall promptly pay to the other the cash payment, if any, required pursuant to Section 7.6(e). If Sensormatic and Knewco are not in agreement on such net worth, they shall promptly thereafter jointly instruct Deloitte & Touche ("Deloitte") to conduct an audit or, if agreed to by the parties, a review of the Divestiture Date Balance Sheet (the "Examination"). The purpose of the Examination shall be to determine the net worth of Knewco at the Divestiture Date after giving effect to the Contribution and the amount of any adjustment in the amount of cash or cash equivalents contributed to Knewco pursuant to this Section 7.6. (b) Within ninety (90) Sensormatic and Knewco shall jointly instruct Deloitte to complete the Examination within 30 days following after the Effective Time, CCC shall cause CCC's Accountant receipt of the Divestiture Date Balance Sheet as prepared by Knewco and to audit render its report thereon (the "Post-Closing AuditReport") the books to Knewco and Sensormatic within such period. The Report shall include, among other things, Deloitte's calculation of the ------------------ Company to determine the accuracy net worth of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT Knewco as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant Divestiture Date Balance Sheet. Sensormatic and Knewco shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated jointly instruct Deloitte to apply such methodology make its work papers with respect to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT Examination and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit Report available to Knewco and the post-closing audits of the Other Group Companies. In the event that CCCits advisers and to Sensormatic, Ernst & Young and Sensormatic's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketadvisers. (c) The stockholders content and conclusions of the Group Companies, including Report shall be conclusive and binding on Sensormatic and Knewco unless either one notifies the Stockholders, through other and Deloitte that it disputes the Group Representative, shall have thirty (30) Report within 30 days from the receipt after Deloitte's delivery of the Financial Adjustment Notice Report to notify CCC it. If either Sensormatic or Knewco timely disputes the Report, they shall promptly attempt to resolve any differences between them with respect to the Report. If they are unable to do so within 30 days after the date of the notice of dispute, either Sensormatic or Knewco or both of them jointly may submit the dispute to Price Waterhouse or, if they dispute are unable or unwilling to act, such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall other "Big Six" public accounting firm as may be entitled to receive promptly pro rata from selected by the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment American Arbitration Association (the "Actual Merger ------------- Consideration AdjustmentSecond Auditor")

Post-Closing Adjustment. (a) The Base Merger Consideration Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 3.11.3. (b) Within ninety one hundred twenty (90120) days following the Effective TimeClosing Date, CCC Buyer, at its option, shall cause CCCPriceWaterhouseCoopers ("Buyer's Accountant Accountant") to audit the Company's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC parties acknowledge and CCC's Accountant after agree that for purposes of determining the net worth of the Company as of the Closing Date in furnishing informationDate, documents, evidence and other assistance to CCC's Accountant to facilitate (i) the completion value of the Post-Closing Audit within the aforementioned time period. Without limiting the generality assets of the foregoingCompany shall, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant except with the information and/or documents reasonably requested by them. CCC's Accountant will test prior written consent of Buyer, be calculated as provided in the Company's Closing Net Worth, last paragraph of Section 6.9 and(ii) no effect shall be given to the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group CompaniesContingent Litigation Liability. In the event that CCCBuyer's Accountant determines (i) a different amount that the actual Company net worth as of the Closing Date was less than the Group Closing Net Worth (the "Actual Certified Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC Buyer shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group CompaniesStockholders' Representative, including the Stockholdersas defined in Section 1.6, setting forth (Ai) the determination made by CCCBuyer's Accountant of the actual Company net worth (the "Actual Closing Company Net Worth and the Actual 1997 Adjusted EBITWorth"), (Bii) the amount of the cash portion of the Base Merger Consideration Cash Purchase Price that would have been payable at Closing pursuant to Section 2.2(c1.2(c) had the Actual Closing Company Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used Closing Financial Certificate instead of the Group Certified Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectivelyWorth, and (Ciii) the number of shares issued as part of amount by which the Base Merger Consideration that Cash Purchase Price would have been issuable reduced at Closing had the Actual Closing Company Net Worth and the Actual Adjusted EBIT been used to determine in the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid calculations pursuant to Section 2.2 1.2(c) (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Purchase Price Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration "). The Purchase Price Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment take account of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketCash Purchase Price already taken pursuant to Section 1.2(c)(i). (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, ' Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC Buyer if they the Stockholders dispute such Financial Adjustment Notice. If CCC Buyer has not received notice of any such a dispute within such thirty (30-) day period, (i) CCC Buyer shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCCBuyer's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, in Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"1.4)

Post-Closing Adjustment. (a) Seller, at its expense, shall prepare, in accordance with the accounting principles and procedures set forth in Exhibit E hereto (the "Closing Balance Sheet Principles"), an estimated balance sheet of the Business as of the close of business on the Closing Date (the "Preliminary Closing Balance Sheet"). In addition, Seller shall prepare a report as of the Closing Date (the "Preliminary Closing Report") setting forth its estimate of the net assets of the Business as of the Closing Date (the "Preliminary Net Assets") as calculated in accordance with the Closing Balance Sheet Principles. Not later than two (2) business days prior to the Closing Date, Seller shall deliver to Buyer (i) the Preliminary Closing Balance Sheet and the Preliminary Closing Report and (ii) its estimate of the amount of the Closing Cash Payment. The Base Merger Consideration Closing Cash Payment shall be subject equal to adjustment as specified in this Section 3.1$150,000,000 (i) plus the amount, if any, by which the Preliminary Net Assets exceeds $58,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets. (b) Within ninety (90) days As promptly as practicable following the Effective TimeClosing Date, CCC Seller, at its expense, shall cause CCC's Accountant to audit be prepared in accordance with the Closing Balance Sheet Principles, a balance sheet of the Business as of the close of business on the Closing Date. This balance sheet (the "Post-Final Closing AuditBalance Sheet") shall be prepared by Seller and examined in accordance with the books of the ------------------ Company Closing Balance Sheet Principles and U.S. generally accepted auditing standards by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent auditors for Seller ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), and delivered to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the StockholdersBuyer, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant soon after the Closing Date as possible, but in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks no event later than sixty (60) days after the ClosingClosing Date, the Stockholders and shall provide CCC's Accountant with the information and/or documents reasonably requested be accompanied by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth report prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Actual Final Closing Net WorthReport") or (ii) ------------------ a different amount than setting forth the Group 1997 Adjusted EBIT net assets of the Business as of the Closing Date (the "Actual 1997 Adjusted -------------------- EBIT" Final Net Assets"). At Buyer's expense, CCC shall promptly deliver a written notice with ---- supporting documentation Buyer and Price Waterhouse LLP, independent auditors for Buyer (the "Financial Adjustment NoticePrice Waterhouse") shall have the opportunity to participate in the stockholders --------------------------- physical inventory taken in connection with the preparation and examination of the Group CompaniesFinal Closing Balance Sheet, including the Stockholders, setting forth (A) the determination made by CCC's Accountant and to review such of the Actual Closing Net Worth worksheets and other documents created or utilized by Seller and the Actual 1997 Adjusted EBIT, (B) related work papers of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the amount preparation and examination of the cash portion of the Base Merger Consideration that would have been payable at Final Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued Balance Sheet as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment Buyer shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketreasonably request. (c) The stockholders Recording fees, transfer taxes, and escrow fees incurred in connection with the conveyance of the Group CompaniesShares, Property, Real Property Leases, Subsidiary Real Property Leases (as hereafter defined) or personal property, including such taxes as are imposed by the Stockholders, through the Group RepresentativeAustralian and New Zealand taxing authorities, shall have thirty (30) days from be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the receipt Final Closing Balance Sheet. Costs associated with obtaining title insurance of the Financial Adjustment Notice Property shall be the responsibility of Buyer. Sales and use taxes and all other similar taxes (other than income and franchise taxes) and all interest and penalties thereon incurred in connection with conveyance of the Property, Real Property Leases, Subsidiary Real Property Leases or personal property shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Seller shall provide copies of the current or most recent property tax bills for the Property and, if available, for any leased properties, to Buyer prior to the Closing Date. After the Closing Date, any bills or requests for payment received by either Seller or Buyer in connection with the Business attributable to Taxes which have not been accrued on the Final Closing Balance Sheet and reflect in whole or part liabilities retained or assumed, respectively, by Seller on the one hand, or Buyer on the other, shall be allocated between Buyer and Seller in the manner described in Section 5.9 hereof, or as otherwise appropriate under the terms of this Agreement; provided, however, that neither party shall pay such ▇▇▇▇ without the prior written consent of the other party, which consent shall not be unreasonably withheld. (d) Buyer shall have 30 days following delivery to Buyer of the Final Closing Balance Sheet during which to notify CCC if Seller of any dispute of any item contained in the Final Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute and shall be accompanied by a certificate of Price Waterhouse that they dispute such Financial Adjustment Noticeconcur with each of the posi- tions taken by Buyer in the notice that the Final Closing Balance Sheet was not prepared in accordance with the Closing Balance Sheet Principles. If CCC has not received notice Buyer fails to notify Seller of any such dispute within such 30-day period, the Final Closing Balance Sheet shall be deemed to be the agreed upon Final Closing Balance Sheet. In the event that Buyer shall so notify Seller of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, the Final Closing Balance Sheet shall be prepared in accordance with the agreement of Buyer and Seller. (e) If Buyer and Seller are unable to resolve any such dispute within 15 days (or such longer period as Buyer and Seller shall mutually agree in writing) of Buyer's delivery of such notice, such dispute shall be resolved by the Independent Accounting Firm (as hereafter defined), and such determination shall be final and binding on the parties. Seller and Buyer shall mutually select the Independent Accounting Firm, but if Seller and Buyer cannot mutually agree on the identity of the Independent Accounting Firm, then Seller and Buyer shall each submit to the other party's independent auditor the name of a national accounting firm other than the firm whose report accompanied the Final Closing Balance Sheet or Buyer's objections thereto and other than any firm that has in the prior two years provided services to Seller, Buyer or any of their respective Affiliates, and the Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. (If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then an arbitrator shall be selected to serve as such, such selection to be according to the above procedures.) Any expenses relating to the engagement of the Independent Accounting Firm shall be shared equally by Buyer and Seller. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the Final Closing Balance Sheet to it and, in any case, as promptly as practicable after such submission. The Final Closing Balance Sheet shall then be prepared by the Buyer and Seller based on the determination of the Independent Accounting Firm. (f) The Purchase Price shall be equal to the Closing Cash Payment (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine plus the amount, if any, by which the Final Net Assets exceed the Preliminary Net Assets or (ii) minus the amount, if any, by which the Preliminary Net Assets exceed the Final Net Assets. Buyer or Seller, as the case may be, shall, within 10 business days after the final determination of the revised Merger Consideration Adjustment (Final Closing Balance Sheet pursuant to Sections 2.6(c) and 2.6(d) hereof, make payment by wire transfer in immediately available funds of the "Actual Merger ------------- Consideration Adjustment"amount of such difference as determined pursuant to the preceding sentence, together with interest thereon at a rate equal to the prime rate per annum on the date immediately preceding the date on which payment is to be made, as quoted by NationsBank, N.A., from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) The Base Merger Consideration As promptly as reasonably practicable, but in any event not later than 60 days after the Closing Date, the Purchaser shall deliver to the Seller (A) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Closing, which balance sheet shall be subject prepared in accordance with GAAP from the books and records of the Company and the Subsidiaries using the same accounting principles, procedures, policies, and methods that were used to adjustment prepare the Balance Sheet (including the exclusion of footnotes), except as specified in described on SCHEDULE 1.01(A)-2 (the "CLOSING DATE BALANCE SHEET") and (B) a written statement of the Net Working Capital (the "CLOSING DATE NET WORKING CAPITAL STATEMENT"); provided, however, that if there is any discrepancy between the accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet and the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate, the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate shall be used to prepare the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement with respect to such discrepancy, except that for purposes of calculating Net Working Capital immediately prior to the Closing under this Section 3.12.03(d), deferred revenue and accrued liabilities with respect to existing lease obligations shall be accounted for consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet. (bii) Within ninety The Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (90and the Closing Date Net Working Capital set forth therein) shall be final and binding on the parties unless, within 15 days following after delivery thereof to the Effective TimeSeller, CCC shall cause CCCwritten notice is given by the Seller to the Purchaser of its objection, setting forth in reasonable detail the Seller's Accountant to audit basis for objection (the "PostOBJECTION NOTICE"). If the Objection Notice is given, the Purchaser and the Seller shall consult with each other in good faith with respect to the objection. If the Purchaser and the Seller are unable to reach agreement within 30 days after the Objection Notice has been given, the dispute shall be submitted, as promptly as reasonably practicable, for resolution to Deloitte & Touche LLP, or such other nationally-Closing Auditrecognized accounting firm that is acceptable to the Purchaser and the Seller (the "NEUTRAL ACCOUNTANT"). The Purchaser and the Seller agree to execute, if requested by the Neutral Accountant, a reasonable engagement letter with the Neutral Accountant. The Neutral Accountant shall make a determination, based solely on presentations by the Seller and the Purchaser and not by independent review, as to (and only as to) the books each of the ------------------ Company items in dispute, and shall be instructed that, in resolving such items in dispute, it must select a position with respect to determine the accuracy Closing Date Balance Sheet and the Closing Date Net Working Capital Statement that is either exactly the Purchaser's position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement or exactly the Seller's position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, or that is between such position of the information Purchaser and such position of the Seller. The Neutral Accountant shall furnish its determination as to the items in dispute (which determination shall have been made in accordance with this Agreement) to the Seller and to the Purchaser in writing together with a revised version of the Closing Date Net Working Capital Statement, which shall have been revised by the Neutral Accountant to reflect its determination. The determination of the Neutral Accountant and the revised version of the Closing Date Net Working Capital Statement reflecting the Neutral Accountant's determination shall be final, conclusive and binding upon, and non-appealable by, the Purchaser and the Seller. In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and similar materials prepared in connection with the Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet, and the Closing Date Net Working Capital Statement. All fees and expenses relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockwork, if any, to be issued performed by the Neutral Accountant will be allocated between the Purchaser and the Seller in respect the same proportion that the aggregate amount of the Merger Consideration Adjustment disputed items so submitted to the Neutral Accountant that is unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant) bears to the total amount of such disputed items so submitted. The Purchaser and the Seller shall be registered under each use reasonable efforts to cause the 1933 Act and approved for quotation on the Nasdaq National Market. Neutral Accountant to render its decision as soon as reasonably practicable (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have but in no event later than thirty (30) days from following the receipt expiration of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day periodperiod provided above for the Purchaser and the Seller to resolve disputes before submission to the Neutral Accountant), including by promptly complying with all reasonable requests by the Neutral Accountant for information, books, records, and similar items. The Closing Date Net Working Capital Statement as finally determined pursuant to this Section 2.03(d) shall be referred to as the "FINAL CLOSING DATE NET WORKING CAPITAL STATEMENT," and the Closing Date Net Working Capital as set forth in the Final Closing Date Net Working Capital Statement shall be the "FINAL CLOSING DATE NET WORKING CAPITAL." (iii) During the period following the delivery of the Closing Date Balance Sheet until the Final Closing Date Net Working Capital Statement is finally determined, to the extent reasonably necessary, the Purchaser shall and shall cause the Company and any other Affiliates of the Purchaser to (A) provide the Seller and the Seller's authorized representatives with reasonable access to the financial books and records of the Company and the Subsidiaries, (iB) CCC provide the Seller as promptly as practicable after the delivery of the Closing Date Balance Sheet with financial information for the Company for the period ending on the Closing Date, and (C) cooperate fully with the Seller and the Seller's authorized representatives. (iv) If the Final Closing Date Net Working Capital is: (A) greater than the Estimated Closing Date Net Working Capital, the Purchaser shall pay to the Seller a dollar amount equal to the difference between the Final Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (B) less than the Estimated Closing Date Net Working Capital, the Seller shall pay to the Purchaser a dollar amount equal to the difference between the Estimated Closing Date Net Working Capital and the Final Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (C) equal to the Estimated Closing Date Net Working Capital, no payment shall be entitled required to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject made pursuant to the provisions of, this Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"2.03(d)(iv).

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. (b) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after At the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been Primestar Valuation ----------------------- used to determine the need for any adjustments number of Consideration Shares issuable to ASkyB shall be based on all Primestar Subscribers at the Closing Date, including, without limitation, those Primestar Subscribers who become subscribers 90 days or less prior to the Base Merger Consideration Closing Date, or, in the case of those subscribers receiving one (or two) initial "free" month(s) for promotional purposes, 120 days or less (or 150 Days or less, as set forth in applicable) prior to the Closing Date (B) above. The differences between such subscribers being referred to herein as the respective amounts set forth in (B) and (C) and "Recent Primestar Subscribers"); provided that, for Recent Primestar Subscribers, the amounts requirements of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 clauses (a), as adjusted pursuant to Sections 2.2(c(b) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment and (c) of the Merger Consideration Adjustmentdefinition of Primestar Subscriber shall not be taken into account. On the 151st day following the Closing Date, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable Primestar Subscribers as part of the Merger Consideration Adjustment will Closing Date shall be adjusted to take into account which Recent Primestar Subscribers shall be given full credit, one-half credit or no credit (based on the definition of Primestar Subscriber, including clauses (a), (b) and (c), and based on whether or not, and when, the Recent Primestar Subscribers have made payment for their subscriptions, and the Primestar Valuation shall be recomputed accordingly (the "Adjusted Primestar Valuation")), in accordance with Section 1.52 above. Following such recomputation, to the extent that the Adjusted Primestar Valuation is less than the original Primestar Valuation then, on such 151st day following the Closing Date, the conversion price on the Newco Preferred Stock, and the conversion price under the Convertible Notes (if any) shall be appropriately adjusted to reflect such splitadjusted, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, so that (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from aggregate number of Conversion Shares issuable under the Pledged Assets as defined in, Newco Preferred Stock and subject the Convertible Notes is equal to the provisions ofnumber required pursuant to Section 3.2, Section 3.2 and/or determined using the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC Adjusted Primestar Valuation for the Primestar Valuation, and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to aggregate number of Conversion Shares issuable under the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books Newco Preferred Stock does not exceed 20% of the Group Companies including, the Surviving Corporation, the Financial Certificates issued and the Financial Adjustment Notice (and related information) to determine the amount, if any, outstanding capital stock of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Newco.

Post-Closing Adjustment. (a1) The Base Merger Consideration Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 3.11.3. (b2) Within ninety one hundred twenty (90120) days following the Effective TimeClosing Date, CCC Buyer shall cause CCCPriceWaterhouseCoopers LLP ("Buyer's Accountant Accountant") to audit the Company's books to determine the accuracy of the information set forth on the Closing Financial Certificate (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC parties acknowledge and CCC's Accountant after agree that for purposes of determining the net worth of the Company as of the Closing Date Date, the value of the assets of the Company shall, except with the prior written consent of Buyer and Stockholder, be calculated as provided in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the last paragraph of Section 6.9. Within five (5) days after completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoingAudit, within two weeks after the Closing, the Stockholders Buyer shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the StockholdersStockholder, setting forth (Ai) the determination made by CCCBuyer's Accountant of the actual Company net worth (i.e. total assets minus total liabilities) as of the Closing Date (the "Actual Closing Company Net Worth") and if the Actual Company Net Worth and is in excess of the Net Worth Target, the amount of the actual Net Worth Increase, provided that such actual Net Worth Increase shall be limited to a maximum of $500,000(the "Actual 1997 Adjusted EBITNet Worth Increase"), (Bii) the amount of the cash portion of the Base Merger Consideration Cash Purchase Price that would have been payable at Closing pursuant to Section 2.2(c1.2(c) or that would be payable after the Closing pursuant to Section 1.2(d) to reflect the Actual Net Worth Increase, if any, in each case had the Actual Closing Company Net Worth and been reflected on the Actual 1997 Adjusted EBIT been used Closing Financial Certificate instead of the Group Certified Closing Net Worth, (iii) if there is no Actual Net Worth and Increase, the Group 1997 Adjusted EBIT to determine amount by which the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that Cash Purchase Price would have been issuable reduced at Closing had the Actual Closing Company Net Worth and the Actual Adjusted EBIT been used in the calculations pursuant to determine Section 1.2(c) (the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B"Purchase Price Reduction") and (Civ) and if there is an Actual Net Worth Increase, the amounts amount thereof to be paid after the Closing. The Purchase Price Reduction shall take account of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stockreduction, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketCash Purchase Price already taken pursuant to Section 1.2(c)(i). (c3) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, Stockholder shall have thirty (30thirty(30) days from the receipt of the Financial Adjustment Notice to notify CCC Buyer if they dispute the Stockholder disputes such Financial Adjustment Notice. If CCC Buyer has not received notice of any such a dispute within such 30-thirty(30) day period, (i) CCC if there is no Actual Net Worth Increase, Buyer shall be entitled to receive promptly pro rata from the Stockholders Stockholder (which may, at CCCBuyer's sole discretion, be from the Pledged Assets as defined inin Section 1.4) the Purchase Price Reduction, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) if there is an Actual Net Worth Increase, the Stockholders Stockholder shall be entitled to receive promptly from CCC any Merger Consideration the Buyer, the amount of the Actual Net Worth Increase, in each case within five (5) days after the earlier to occur of (x) expiration of such thirty (30) day period, or (y) written notice from Stockholder of the acceptability of the Financial Adjustment owed to the StockholdersNotice. If, however, the Stockholders (through the Group Representative) have Stockholder has delivered notice of such a dispute to CCC Buyer within such 30-thirty(30) day period, then CCCBuyer and Stockholder shall use their good faith efforts to resolve such dispute, but if they have been unable to do so within twenty (20) days of receipt of Stockholder's Accountant notice of dispute, then KPMG Peat Marwick, an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years, shall select a New Accounting Firm be engaged to review the books of the Group Companies includingCompany's books, the Surviving Corporation, the Closing Financial Certificates Certificate and the Financial Adjustment Notice (and Notice(and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment Purchase Price Reduction, and the amount, if any, of the Actual Net Worth Increase. The independent accounting firm shall make its determination of the Purchase Price Reduction, if any, and the Actual Net Worth Increase, if any, within thirty(30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination (i) if there is no Actual Net Worth Increase, the "Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4) the Purchase Price Reduction and (ii) if there is an Actual Merger ------------- Consideration Adjustment"Net Worth Increase, the Stockholder shall be entitled to receive from Buyer the amount of the Actual Net Worth Increase, in each case within five (5) days after the final determination is reported by such independent accounting firm. The costs of the independent accounting firm shall be borne proportionately by Buyer and the Stockholder based on the differential amounts of their respective determinations of the Company's net worth at Closing from the determination of the independent accounting firm, or equally by Buyer and the Stockholder in the event that the determination by the independent accounting firm is equidistant between the Certified Closing Net Worth and the Actual Company Net Worth.

Post-Closing Adjustment. (ai) The Base Merger Consideration shall Within *** (***) days after the Effective Date, Seller will prepare and deliver to Buyer (A) a balance sheet of the Company at and as of the Closing Time, which balance sheet will be subject to adjustment as specified prepared in accordance with the Applicable Accounting Principles (“Closing Time Balance Sheet”), with reasonable supporting documentation, (B) a statement setting forth its calculation of Closing Working Capital, which statement will be prepared in accordance with the Applicable Accounting Principles and will be substantially in the form of Schedule 2.3(a)(i)(1) (the “Closing Working Capital Statement”), and (C) a certificate of the Chief Executive Officer or Chief Financial Officer of Seller that each of the Closing Time Balance Sheet and Closing Working Capital Statement was prepared using the Applicable Accounting Principles. For purposes of facilitating interpretation of this Section 3.12.3(a)(i), Schedule 2.3(a)(i)(2) contains an illustrative Closing Working Capital Statement calculating Closing Working Capital as of the Interim Balance Sheet Date in accordance with the Applicable Accounting Principles. Seller and its accountants will have full access to the relevant books and records of the Company, the personnel of, and work papers prepared by, Buyer, the Company and/or either of their accountants to the extent that they relate to the Closing Time Balance Sheet and/or the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s and/or the Company’s possession) relating to the Closing Time Balance Sheet and/or the Closing Working Capital Statement as Seller may reasonably request for the purpose of preparing the Closing Time Balance Sheet and/or the Closing Working Capital Statement. (bii) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "The “Post-Closing Audit"Adjustment” will be an amount equal to (A) the books of Closing Working Capital, minus (B) the ------------------ Company Target Working Capital, minus (C) any Taxes that are due and payable for periods prior to determine and through the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing AuditClosing, CCC's Accountant shall apply the same accounting methodology used but which have not been paid by the Company or the StockholdersSeller or which otherwise remain outstanding at the time when any Post-Closing Adjustment amount is due and payable. If the Post-Closing Adjustment is a positive number, as applicable, Buyer will pay to Seller an amount in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology Australian dollars equal to the extent inconsistent with GAAP (as modified by Post-Closing Adjustment within the timeframe described in Section 2.2(b) above2.3(f). The Stockholders shall cooperate with CCC and CCC's Accountant after If the Post-Closing Date Adjustment is a negative number, Seller will pay to Buyer an amount in furnishing information, documents, evidence and other assistance Australian dollars equal to CCC's Accountant to facilitate the completion absolute value of the Post-Closing Audit Adjustment within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" timeframe described in Section 2.3(f), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (ai) The Base Merger Consideration shall be subject to adjustment As promptly as specified reasonably practicable, but in this Section 3.1. (b) Within no event later than ninety (90) days following the Effective TimeClosing Date, CCC Parent shall cause CCC's Accountant to audit be prepared in accordance with the Specified Accounting Principles and the sample calculation attached as Schedule 1.01(a) and delivered to the Securityholder Representative a statement (the "Post-“Parent Closing Audit"Statement”) setting forth in reasonable detail Parent’s proposed good faith calculation of the Adjustment Amount (including proposed good faith and reasonably detailed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses) (the “Parent Closing Date Calculations”), together with reasonably detailed supporting documentation for such calculations; provided, that in the event Parent does not deliver the Parent Closing Statement in accordance with the foregoing sentence, the Adjustment Amount shall be deemed to equal zero and shall be deemed final and binding on Parent, the Securityholder Representative and the Securityholders as the Adjustment Amount for all purposes of this Agreement. (ii) During the thirty (30) day period commencing upon receipt by the Securityholder Representative of the Parent Closing Statement (the “Review Period”), Parent shall provide the Securityholder Representative and any accountants or advisors retained by the Securityholder Representative with reasonable access to the books and records of the ------------------ Company for the purposes of (A) enabling the Securityholder Representative and its accountants and advisors to calculate, and to review the Parent Closing Statement, including the Parent Closing Date Calculations and Parent’s calculation of, the Adjustment Amount as reflected in the Parent Closing Statement and (B) identifying any dispute related to the calculation of the Adjustment Amount set forth in the Parent Closing Statement. (iii) If the Securityholder Representative disputes the Parent Closing Statement, the Parent Closing Date Calculations or the Adjustment Amount set forth in the Parent Closing Statement, then the Securityholder Representative shall deliver a written notice (an “Adjustment |US-DOCS\123754940.16|| Dispute Notice”) to Parent prior to the expiration of the Review Period. The Adjustment Dispute Notice shall set forth, in reasonable detail, the basis for the dispute and the Securityholder Representative’s proposed determination of the Adjustment Amount (including, as applicable, proposed calculations of Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses). (iv) If the Securityholder Representative does not deliver an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, the Adjustment Amount set forth in the Parent Closing Statement shall be deemed final and binding on Parent, the Securityholder Representative and the Securityholders as the Adjustment Amount for all purposes of this Agreement. (v) If the Securityholder Representative delivers an Adjustment Dispute Notice to Parent prior to the expiration of the Review Period, then the Securityholder Representative and Parent shall meet, confer and exchange any additional relevant information reasonably requested by the other Party regarding the computation of the Adjustment Amount for a period of twenty (20) days following the delivery of the Adjustment Dispute Notice to Parent, and use reasonable best efforts to resolve by written agreement (the “Agreed Modifications”) any differences as to the Adjustment Amount. In the event Parent and the Securityholder Representative so resolve any such differences, the Adjustment Amount set forth in the Parent Closing Statement, as adjusted by the Agreed Modifications shall be final and binding as the Adjustment Amount for all purposes of this Agreement. If the Securityholder Representative and Parent are unable to reach agreement on the calculation of the Adjustment Amount within the twenty (20) day period following the delivery of the Adjustment Dispute Notice to Parent, then either the Securityholder Representative or Parent may submit the objections to an independent nationally recognized “Big 4” accounting firm (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall determine the accuracy Closing Working Capital, Closing Indebtedness, Closing Cash and Unpaid Company Transaction Expenses in accordance with the respective definitions thereof and the other applicable provisions of this Agreement, (y) shall limit its review to matters still in dispute as specifically set forth in the Adjustment Dispute Notice (and only to the extent such matters are still in dispute) and (z) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by Parent and the Securityholder Representative to resolve the unresolved objections as promptly as reasonably practicable in accordance with the terms of this Agreement, and, in any event, within thirty (30) days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to the Securityholder Representative and Parent. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Parent, the Securityholder Representative and their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of the information relating Adjustment Amount. The determination of the Adjustment Amount made by the Designated Accounting Firm shall be final and binding on Parent, the Securityholder Representative and the Securityholders for all purposes of this Agreement, absent manifest error. The Expert Calculations (A) shall reflect in detail the differences, if any, between the calculation of the Adjustment Amount reflected in the Adjustment Dispute Notice and the calculation of the Adjustment Amount set forth in the Parent Closing Statement and (B) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Securityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Securityholder |US-DOCS\123754940.16|| Representative as the case may be. The fees and expenses of the Designated Accounting Firm shall be borne by Parent, on the one hand, and the Securityholder Representative, on behalf of the Securityholders, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Designated 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 Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the Company's Closing Net Worth Designated Accounting Firm. (vi) If the Adjustment Amount, as finally determined in accordance with this Section 2.07(b), is a negative number, then Parent and the Company's 1997 Adjusted EBIT Securityholder Representative shall provide a joint written instruction to the Escrow Agent instructing it to distribute the amount of such Adjustment Amount as set forth on instructed by Parent rom the Financial Certificates Escrow Fund. In the event there is an insufficient amount in the Escrow Fund to satisfy the Adjustment Amount, Parent shall be entitled to recover directly from the Joined Securityholder Indemnitors (as defined in Section 7.20proportion to their respective Pro Rata Shares) and on the financial certificates any unsatisfied portion of the Other Group Companies. In determining Adjustment Amount. (vii) If the accuracy Adjustment Amount, as finally determined in accordance with this Section 2.07(b), is a positive number, then Parent shall promptly pay or cause to be paid the Adjustment Amount in a combination of such information reflected on the Financial Certificates cash and Parent Stock (solely in the course case of payments made to holders of shares of Company Capital Stock who were Accredited Investors in accordance with Section 2.04(a)(i)) to the Securityholders (in proportion to their respective pro rata allocation of the Post- Closing Audit, CCC's Accountant shall apply Aggregate Merger Consideration Value and with the same accounting methodology used by allocation of the Company or the StockholdersAdjustment Amount to Parent Stock and cash, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated the same proportion as the Parent Stock and cash paid to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion each holder of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable Company Capital Stock at Closing pursuant to in accordance with Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d2.04(a)(i), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (cviii) The stockholders of To the Group Companiesextent permitted under applicable Tax law, including the Stockholders, through the Group Representative, shall have thirty (30any amount paid to Company Stockholders pursuant to this Section 2.07(b) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets treated as defined in, and subject an adjustment to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Aggregate Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Value for all Tax purposes.

Post-Closing Adjustment. (a) Seller, at its expense, shall prepare, in accordance with the accounting principles and procedures set forth in Exhibit E hereto (the "CLOSING BALANCE SHEET PRINCIPLES"), an estimated balance sheet of the Business as of the close of business on the Closing Date (the "PRELIMINARY CLOSING BALANCE SHEET"). In addition, Seller shall prepare a report as of the Closing Date (the "PRELIMINARY CLOSING REPORT") setting forth its estimate of the net assets of the Business as of the Closing Date (the "PRELIMINARY NET ASSETS") as calculated in accordance with the Closing Balance Sheet Principles. Not later than two (2) business days prior to the Closing Date, Seller shall deliver to Buyer (i) the Preliminary Closing Balance Sheet and the Preliminary Closing Report and (ii) its estimate of the amount of the Closing Cash Payment. The Base Merger Consideration Closing Cash Payment shall be subject equal to adjustment as specified in this Section 3.1$150,000,000 (i) plus the amount, if any, by which the Preliminary Net Assets exceeds $58,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets. (b) Within ninety (90) days As promptly as practicable following the Effective TimeClosing Date, CCC Seller, at its expense, shall cause CCC's Accountant to audit be prepared in accordance with the Closing Balance Sheet Principles, a balance sheet of the Business as of the close of business on the Closing Date. This balance sheet (the "Post-Closing AuditFINAL CLOSING BALANCE SHEET") shall be prepared by Seller and examined in accordance with the books of the ------------------ Company Closing Balance Sheet Principles and U.S. generally accepted auditing standards by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, independent auditors for Seller ("ARTH▇▇ ▇▇▇E▇▇▇▇"), and delivered to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the StockholdersBuyer, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant soon after the Closing Date as possible, but in furnishing informationno event later than sixty (60) days after the Closing Date, documents, evidence and other assistance to CCC's Accountant to facilitate shall be accompanied by a report prepared by Arth▇▇ ▇▇▇e▇▇▇▇ (▇▇e "FINAL CLOSING REPORT") setting forth the completion net assets of the Post-Closing Audit within the aforementioned time period. Without limiting the generality Business as of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth Date (the "Actual Closing Net WorthFINAL NET ASSETS"). At Buyer's expense, Buyer and Price Waterhouse LLP, independent auditors for Buyer ("PRICE WATERHOUSE") or (ii) ------------------ a different amount than shall have the Group 1997 Adjusted EBIT (opportunity to participate in the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice physical inventory taken in connection with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- preparation and examination of the Group CompaniesFinal Closing Balance Sheet, including the Stockholders, setting forth (A) the determination made by CCC's Accountant and to review such of the Actual Closing Net Worth worksheets and other documents created or utilized by Seller and the Actual 1997 Adjusted EBIT, (B) related work papers of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ connection with the amount preparation and examination of the cash portion of the Base Merger Consideration that would have been payable at Final Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued Balance Sheet as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment Buyer shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Marketreasonably request. (c) The stockholders Recording fees, transfer taxes, and escrow fees incurred in connection with the conveyance of the Group CompaniesShares, Property, Real Property Leases, Subsidiary Real Property Leases (as hereafter defined) or personal property, including such taxes as are imposed by the Stockholders, through the Group RepresentativeAustralian and New Zealand taxing authorities, shall have thirty (30) days from be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the receipt Final Closing Balance Sheet. Costs associated with obtaining title insurance of the Financial Adjustment Notice Property shall be the responsibility of Buyer. Sales and use taxes and all other similar taxes (other than income and franchise taxes) and all interest and penalties thereon incurred in connection with conveyance of the Property, Real Property Leases, Subsidiary Real Property Leases or personal property shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Seller shall provide copies of the current or most recent property tax bills for the Property and, if available, for any leased properties, to Buyer prior to the Closing Date. After the Closing Date, any bills or requests for payment received by either Seller or Buyer in connection with the Business attributable to Taxes which have not been accrued on the Final Closing Balance Sheet and reflect in whole or part liabilities retained or assumed, respectively, by Seller on the one hand, or Buyer on the other, shall be allocated between Buyer and Seller in the manner described in Section 5.9 hereof, or as otherwise appropriate under the terms of this Agreement; PROVIDED, HOWEVER, that neither party shall pay such bill ▇▇▇hout the prior written consent of the other party, which consent shall not be unreasonably withheld. (d) Buyer shall have 30 days following delivery to Buyer of the Final Closing Balance Sheet during which to notify CCC if Seller of any dispute of any item contained in the Final Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute and shall be accompanied by a certificate of Price Waterhouse that they dispute such Financial Adjustment Noticeconcur with each of the posi- tions taken by Buyer in the notice that the Final Closing Balance Sheet was not prepared in accordance with the Closing Balance Sheet Principles. If CCC has not received notice Buyer fails to notify Seller of any such dispute within such 30-day period, the Final Closing Balance Sheet shall be deemed to be the agreed upon Final Closing Balance Sheet. In the event that Buyer shall so notify Seller of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, the Final Closing Balance Sheet shall be prepared in accordance with the agreement of Buyer and Seller. (e) If Buyer and Seller are unable to resolve any such dispute within 15 days (or such longer period as Buyer and Seller shall mutually agree in writing) of Buyer's delivery of such notice, such dispute shall be resolved by the Independent Accounting Firm (as hereafter defined), and such determination shall be final and binding on the parties. Seller and Buyer shall mutually select the Independent Accounting Firm, but if Seller and Buyer cannot mutually agree on the identity of the Independent Accounting Firm, then Seller and Buyer shall each submit to the other party's independent auditor the name of a national accounting firm other than the firm whose report accompanied the Final Closing Balance Sheet or Buyer's objections thereto and other than any firm that has in the prior two years provided services to Seller, Buyer or any of their respective Affiliates, and the Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. (If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then an arbitrator shall be selected to serve as such, such selection to be according to the above procedures.) Any expenses relating to the engagement of the Independent Accounting Firm shall be shared equally by Buyer and Seller. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the Final Closing Balance Sheet to it and, in any case, as promptly as practicable after such submission. The Final Closing Balance Sheet shall then be prepared by the Buyer and Seller based on the determination of the Independent Accounting Firm. (f) The Purchase Price shall be equal to the Closing Cash Payment (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine plus the amount, if any, by which the Final Net Assets exceed the Preliminary Net Assets or (ii) minus the amount, if any, by which the Preliminary Net Assets exceed the Final Net Assets. Buyer or Seller, as the case may be, shall, within 10 business days after the final determination of the revised Merger Consideration Adjustment (Final Closing Balance Sheet pursuant to Sections 2.6(c) and 2.6(d) hereof, make payment by wire transfer in immediately available funds of the "Actual Merger ------------- Consideration Adjustment"amount of such difference as determined pursuant to the preceding sentence, together with interest thereon at a rate equal to the prime rate per annum on the date immediately preceding the date on which payment is to be made, as quoted by NationsBank, N.A., from the Closing Date to the date of payment.

Post-Closing Adjustment. (ai) The Base Merger Consideration shall be subject to adjustment As promptly as specified practicable, but in this Section 3.1. (b) Within no event later than ninety (90) calendar days following the Effective TimeClosing Date, CCC Acquiror shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating be prepared, in accordance with GAAP and, to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Auditextent consistent with GAAP, CCC's Accountant shall apply using the same accounting methodology principles, methodologies and judgments as used by the Company in the preparation of the Estimated Closing Statement, and delivered to the Members, a statement (the “Acquiror Closing Statement”) setting forth in reasonable detail Acquiror’s good-faith calculation of the Net Working Capital and attaching all relevant backup materials and schedules. (ii) From and after the delivery of the Acquiror Closing Statement, Acquiror shall provide the Members and any accountants or advisors retained by the Members or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology Company pre-Closing with reasonable access to the extent inconsistent books and records of the Company and cause appropriate representatives of Acquiror to be reasonably available to discuss the Acquiror Closing Statement and respond to reasonable questions of the Members and its accountant with GAAP regard thereto, solely for the purposes of: (A) enabling the Members and its accountants and advisors to calculate and to review Acquiror’s calculations as modified reflected in the Acquiror Closing Statement and (B) identifying any dispute related to the calculations set forth in the Acquiror Closing Statement. (iii) If the Members dispute the calculation of the Net Working Capital set forth in the Acquiror Closing Statement, then the Members shall deliver a written notice (an “Adjustment Dispute Notice”) to Acquiror during the 45-day period commencing upon receipt by Section 2.2(b) abovethe Members of the Acquiror Closing Statement (the “Review Period”). The Stockholders Adjustment Dispute Notice shall cooperate set forth, in reasonable detail, the basis for the dispute of such calculation including their proposed calculation along with CCC and CCC's Accountant after a brief explanation. (iv) If the Closing Date in furnishing information, documents, evidence and other assistance Members do not deliver an Adjustment Dispute Notice meeting the requirements of Section 2.5(b)(iii) to CCC's Accountant Acquiror prior to facilitate the completion expiration of the Post-Closing Audit within the aforementioned time period. Without limiting the generality Review Period, Acquiror’s calculations of the foregoing, within two weeks after the ClosingNet Working Capital shall be deemed final and binding on Acquiror, the Stockholders Company and the Members for all purposes of this Agreement. (v) If the Members deliver an Adjustment Dispute Notice to Acquiror prior to the expiration of the Review Period with respect to Acquiror’s calculation of the Net Working Capital, then the Members and Acquiror shall provide CCC's Accountant with the jointly meet, confer and exchange any additional relevant information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing other party regarding the computation of Net Worth, Working Capital for a period of thirty (30) calendar days after the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits end of the Other Group CompaniesReview Period, and use reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences as to the Net Working Capital. In the event Acquiror and the Members so resolve any such differences, Acquiror’s calculations set forth in the Acquiror Closing Statement, as adjusted by the Agreed Adjustments, shall be final and binding for purposes of this Agreement. If the Members and Acquiror are unable to reach agreement on any disputed item within the 30 calendar day period, then either the Members or Acquiror may submit the objections to a nationally recognized accounting firm that CCC's Accountant determines regularly audits U.S. publicly listed companies, which is agreed upon by Acquiror and the Members within sixty (i60) calendar days after the Closing and has not previously represented the Company, the Acquiror, the Sponsor or any of their Affiliates (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 30th day. The Designated Accounting Firm shall act as an expert and not an arbitrator and shall be directed by ▇▇▇▇▇▇▇▇ and the Members to resolve the unresolved objections as promptly as reasonably practicable in accordance with GAAP and the terms of this Agreement, and, in any event, within forty five (45) calendar days of such referral, and, upon reaching such determination, to deliver a different amount than the Group Closing Net Worth copy of its calculations (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice"“Expert Calculations”) to the stockholders --------------------------- Members and Acquiror. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Acquiror, the Members and their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of the Group CompaniesNet Working Capital. The determination of Net Working Capital made by the Designated Accounting Firm shall be final and binding on Acquiror and the Members for all purposes of this Agreement, including absent manifest error. In calculating the StockholdersNet Working Capital, setting forth the Designated Accounting Firm shall be limited to addressing only the particular disputes referred to in the Adjustment Dispute Notice. The Expert Calculations (A) shall reflect in detail the determination made by CCC's Accountant of differences, if any, between the Actual Closing Net Worth disputed items reflected therein and the Actual 1997 Adjusted EBITdisputed items set forth in the Acquiror Closing Statement, and (B) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Acquiror or the Members, as the case may be, and no lower than the lower amount calculated by Acquiror or the Members, as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid by ▇▇▇▇▇▇▇▇ and the Members in inverse proportion as they may prevail (based on the disputed items as resolved by the Designated Accounting Firm as compared to the disputed items proposed by ▇▇▇▇▇▇▇▇ and the Members, respectively), as determined by the Designated Accounting Firm. (vi) If the Net Working Capital, as finally determined in accordance with this Section 2.5, is less than the estimated Net Working Capital (the amount of such excess, the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course“Overpayment Amount”), then the number Members shall promptly, and in any event within three (3) Business Days after such final determination, deliver an amount in cash equal to their Pro Rata Shares of shares of CCC Common Stock issuable such Overpayment Amount to Acquiror. (vii) If the Net Working Capital, as part of finally determined in accordance with this Section 2.5, is greater than the Merger Consideration Adjustment will be appropriately adjusted estimated Net Working Capital (such amount, “Shortfall Amount”), then Acquiror shall promptly cause the Company to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, distribute to be issued each Member in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice Member’s Pro Rata Share of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Shortfall Amount.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. (b) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after Following the Closing, the Stockholders if appropriate, there shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments be an adjustment to the Base Merger Consideration as follows: (a) Within sixty (60) days following the Closing, the Shareholder Representatives shall deliver to Parent a balance sheet of the Company as of the time immediately prior to the Effective Date, which shall be prepared in accordance with GAAP, subject to the adjustments and exceptions set forth on Schedule 2.5, and applied consistently with the manner GAAP is applied in the Preliminary Closing Date Balance Sheet (the "Closing Date Balance Sheet"), together with a certificate signed by the Shareholder Representatives certifying that the Closing Date Balance Sheet (A) is complete and accurate in all material respects and has been derived from the books and records of the Company, (B) above. The differences between presents fairly in all material respects the respective amounts financial condition of the Company as of the date thereof without giving effect to the consummation of the Closing in accordance with GAAP, subject to the exceptions and subject to the adjustments and exceptions set forth in (B) on Schedule 2.5, and (C) has been prepared in accordance with GAAP, subject to the adjustments and exceptions set forth on Schedule 2.5. (b) Parent shall have thirty (30) days to review and approve the amounts Closing Date Balance Sheet following the receipt thereof. Subject to its right to dispute any item(s) included in the Closing Date Balance Sheet as provided below: (i) to the extent of any Debt (other than the mortgage Debt with a balance as of July 31, 2002 of $1,105,366 set forth on the interim balance sheets dated July 31, 2002 previously delivered to Parent) reflected on the Closing Date Balance Sheet exceeds the amount shown on the Preliminary Closing Date Balance Sheet, (ii) to the extent Shareholders' Equity (as finally determined pursuant to Section 2.5(c)) reflected on the Closing Date Balance Sheet (determined in a manner consistent with Section 2.4(a)(ii)) is less than the amount shown on the Preliminary Closing Date Balance Sheet, (iii) to the extent the cash and cash equivalents reflected on the CCC Common Stock components Closing Date Balance Sheet (determined in a manner consistent with Section 2.4(a)(iii)) are less than the amount shown on the Preliminary Closing Date Balance Sheet, (iv) to the extent non-cash working capital levels reflected on the Closing Date Balance Sheet (determined in a manner consistent with Section 2.4(a)(v)) are less than that set forth on the on the Preliminary Closing Date Balance Sheet, and (v) to the extent the estimated liability for all transfer, sales and use, registration, stamp and similar Taxes and Taxes resulting from the application of Section 1374 of the Base Merger Consideration paid pursuant to Section 2.2 Code (a)or any analogous provision of state or local law) imposed on the Company, or for which the Company may be liable, as adjusted pursuant a result of any transaction contemplated by this Agreement reflected on the Closing Date Balance Sheet is greater than that set forth on the Preliminary Closing Date Balance Sheet, such amounts shall be released to Sections 2.2(cParent from the Escrow Fund in accordance with the Escrow Terms. In the event Parent does not dispute any item(s) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase included in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment Closing Date Balance Sheet as provided below, the Closing Date Balance Sheet shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, final and binding on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketParent. (c) The stockholders Parent may dispute any amounts reflected on the Closing Date Balance Sheet; provided that any such amounts exceed $25,000 in the aggregate and, provided further, Parent shall deliver to the Shareholder Representatives a Dispute Notice setting forth each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days of Parent's receipt of the Group CompaniesClosing Date Balance Sheet. Amounts not in dispute shall be paid as set forth herein. In the event of such a dispute, including the Stockholders, through the Group Representative, Shareholder Representatives shall have thirty (30) days from the receipt of the Financial Adjustment Dispute Notice to notify CCC if they dispute such Financial Adjustment respond to the items in the Dispute Notice. If CCC has not received notice of any after such dispute within such thirty (30-) day period, there remains a dispute as to the Closing Date Balance Sheet that exceeds $25,000, the Shareholder Representatives and Parent shall attempt in good faith for thirty (i30) CCC additional days to agree upon the matters in dispute. If Parent and the Shareholder Representatives should so agree, a written statement to such effect shall be entitled signed by both parties and shall be conclusively binding on all parties. In the event the dispute cannot be resolved, the matter shall be referred to receive promptly pro rata from an independent "Big Four" public accounting firm mutually agreed upon by the Stockholders Parent and the Shareholder Representatives (the "Accountants"), which mayshall resolve the dispute and shall render its decision (together with a brief explanation of the basis therefor) to Parent and the Shareholder Representatives not later than thirty (30) days following submission of the dispute to it; provided, at CCC's sole discretionhowever, be from that if Parent and the Pledged Assets Shareholder Representatives are unable to mutually agree upon an independent public accounting firm, then Parent and the Shareholder Representatives shall each choose an independent "Big Four" public accounting firm and those firms shall appoint a third independent "Big Four" public accounting firm to act as defined inthe Accountants. The Accountants shall apply GAAP, and subject to the provisions ofadjustments and exceptions set forth on Schedule 2.5, Section 3.2 and/or as such adjustments may be applicable to the Contingent Merger Consideration) issues at hand and shall not have the power to alter, amend, add to or subtract from any Merger Consideration Adjustment owed term of this Agreement. The Accountants' determination of the disputed items in respect of the Closing Date Balance Sheet will become final and binding on Parent and the Shareholders on the Business Day after the date upon which a written report setting forth such determination is delivered to CCC Parent and (ii) the Stockholders Shareholder Representatives. The fees and expenses of the Accountants shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed shared equally by Parent, on the one hand, and Shareholders on the other hand. Parent, on the one hand, or Shareholders, on the other hand, as the case may be, shall make appropriate payment to the Stockholdersother with respect to any amounts payable pursuant to this Section 2.5, provided that Parent may cause any amounts owing from the Shareholders (which amounts are undisputed, agreed to by the Shareholder Representatives or finally determined by the Accountants) to be released from the Escrow Fund in accordance with the Escrow Terms and the Escrow Agreement. If, howeverNotwithstanding the foregoing, the Stockholders (through Shareholders shall have the Group Representative) have delivered notice right and option to pay any and all amounts payable pursuant to this Section 2.5 by delivery of such Securities constituting a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books part of the Group Companies includingStock Consideration and having a value equal to the amount payable (with such Securities being valued at the Per Share Value as of the Effective Date). (d) Interest shall accrue on amounts due pursuant to this Section 2.5 from and after the Closing Date until the date of payment at the Prime Rate. (e) Following the Closing, Parent will make the work papers and the books, records, and financial staff of the Company and the Surviving Corporation available to the Shareholders and their accountants and other representatives at all reasonable times and upon prior notice at any time during the review by the Shareholders of the Closing Date Balance Sheet, the Surviving Corporation, the Financial Certificates proposed adjustments and the Financial Adjustment Notice (and related information) to determine the amount, if any, resolution by such parties of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"any objections thereto.

Post-Closing Adjustment. (a) The Base Merger Consideration shall be subject to adjustment as specified in this Section 3.1. (b) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the StockholdersShareholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders Shareholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders Shareholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ ------------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with supporting ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- shareholders of the --------------------------- Group Companies, including the StockholdersShareholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base ------------------------------- Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the StockholdersShareholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders Shareholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders shareholders of the Group Companies, including the StockholdersShareholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders Shareholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders Shareholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the StockholdersShareholders. If, however, the Stockholders Shareholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"

Post-Closing Adjustment. (a) Within three days of their approval and in any event as soon as practicable following the end of the Determination Period, the Companies shall provide Purchaser with each of the Companies’s respective financial statements (including statement of income, balance sheet and statement of cash flows) relating to the Determination Period, signed and certified by the Companies’ officers (the “Determination Period Financials”). The Base Merger Consideration Determination Period Financials shall be subject to adjustment as specified prepared in this Section 3.1accordance with generally accepted accounting principles. (b) Within ninety (90) days following the Effective Time, CCC shall cause CCC's Accountant to audit (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines the Companies actual SDE, as reflected in the Determination Period Financials (ithe “Actual SDE”) a different amount is lower than the Group Closing Net Worth SDE Target, then the Companies Valuation shall be recalculated based on the formula included in Section ‎1.1(a) (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 “Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (CCompanies Valuation”) and the amounts of Pro Valuation, Pro PPS, Purex Valuation and Purex PPS shall be adjusted accordingly (the cash “Adjustment”, the “Adjusted Pro Valuation”, the “Adjusted Pro PPS” the “Adjusted Purex Valuation” and the CCC Common Stock components “Adjusted Purex PPS” respectively). For the avoidance of doubt, the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase Closing Inventory shall remain unchanged in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment event of the Merger Consideration an Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders Following the Adjustment, each of the Group Companies, including Companies shall issue to the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt Purchaser additional shares of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, Purex and Pro as follows: (i) CCC Pro shall issue to the Purchaser such number of additional Pro Common Stock equal to (x) the number of Pro Primary Shares that would have been issued to the Purchaser based on Adjusted Pro PPS; less (y) the number of Pro Primary Shares actually issued to Purchaser upon the Closing (the “Pro Adjustment Shares”). The percentage received by dividing the Pro Adjustment Shares by Pro’s issued outstanding share capital on a fully diluted basis shall be entitled referred to receive promptly pro rata from herein as the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration “Pro Adjustment owed to CCC and Percentage”. (ii) Purex shall issue to the Stockholders Purchaser such number of additional Purex Common Stock equal to (x) the number of Purex Primary Shares that would have been issued to the Purchaser based on the Adjusted Purex PPS; less (y) the number of Purex Primary Shares issued to Purchaser upon the Closing (the “Purex Adjustment Shares”). The percentage received by dividing the Purex Adjustment Shares by Purex’s issued outstanding share capital on a fully diluted basis shall be entitled referred to receive promptly from CCC any Merger Consideration herein as the “Purex Adjustment owed Percentage”; (d) For the avoidance of doubt, in the event that the Actual SDE is equal to or exceeds the Stockholders. IfSDE Target, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute no adjustment shall be affected pursuant to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"this Section ‎1.2

Post-Closing Adjustment. (a) The Base Merger Consideration Within thirty (30) days of the Closing Date (the "Delivery Date"), (i) GTI shall deliver to Seller a balance sheet prepared for GTI on a consolidated basis in accordance with US GAAP and reviewed in accordance with FASB 100 as of the Closing Date, together with a supporting schedule setting forth a determination of the Indebtedness for GTI on a consolidated basis as of the Closing Date (the "GTI Closing Statement"), and (ii) Seller shall deliver to GTI a balance sheet prepared for the Company and the Company Subsidiaries on a consolidated basis in accordance with US GAAP and reviewed in accordance with FASB 100 as of the Closing Date, together with a supporting schedule setting forth a determination of the Indebtedness for the Company and the Company Subsidiaries on a consolidated basis as of the Closing Date (the "Company Closing Statement", and together with the GTI Closing Statement, the "Closing Statements"). In preparing the GTI Closing Statement, any adjustment caused to the financial results of GTI that arises from the acquisition by GTI or any Subsidiary(ies) of GTI of the telephone service provider, Sibchallenge TeleCom, and an Internet service provider, Tel, in Krasnoyarsk, Russian Federation, shall not be taken into account, and the GTI Closing Statement shall be subject prepared as if such acquisitions did not (or will not) occur, provided that if such adjustment would negatively affect the net cash position of GTI and its consolidated Subsidiaries by more than US$20,000,000, then the amount in excess of US$20,000,000 by which such adjustment would affect such net cash position shall be taken into account in preparing the GTI Closing Statement. In preparing the Company Closing Statement, any adjustment caused to adjustment the financial results of the Company and the Company Subsidiaries that results from (A) the payment of fees to PricewaterhouseCoopers and American Appraisal for their services in connection with the Buyer's evaluation of the Acquisition, which in any event shall not exceed US$190,000 in the aggregate, and (B) the payment of any fees of PricewaterhouseCoopers for its services in connection with the preparation of the financial materials to be provided by the Seller in connection with GTI's proxy statement seeking shareholder approval of the issuance of the GTI Shares, which in any event shall not exceed US$100,000 in the aggregate, shall not be taken into account, and the Company Closing Statement shall be prepared as specified if such fees had not been paid. GTI will cause its employees (and the employees of its Subsidiaries and Affiliates) to assist Seller in this Section 3.1the preparation of the Company Closing Statement and to assist Seller's auditor in connection with its review of the Company Closing Statement; provided, that such assistance will not unreasonably interfere with the normal work duties of such employees. GTI will cause Seller and Seller's auditor to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, accounting books and records of the Company and the Company Subsidiaries for such purposes. (b) Within ninety (90) days following The Closing Statements will be deemed to be the Effective Timefinal, CCC shall cause CCC's Accountant to audit binding and conclusive Closing Statements (the "Post-Final Closing AuditStatements") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth for all purposes on the Financial Certificates tenth (as defined in Section 7.2010th) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant Business Day after the Closing Delivery Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net WorthNotice Deadline") unless either GTI or (ii) ------------------ a different amount than Seller delivers to the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a other Party written notice with ---- supporting documentation of its disagreement (the a "Financial Adjustment NoticeNotice of Disagreement") to the stockholders --------------------------- of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant of the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment Notice Deadline specifying in reasonable detail the nature of such Party's objections to any item in the Closing Statement prepared by the other Party (the Party delivering a Notice of Disagreement is referred to as a "Disputing Party", and the Party to whom the Notice of Agreement is sent is referred to as a "Receiving Party"). Without prejudice to the Parties' respective rights under Sections 9.1 and 9.2 hereunder, each of GTI and Seller hereby waives the right to assert any objection to any item in the opposing Party's Closing Statement that is not asserted in a Notice of Disagreement delivered to such opposing Party by the Notice Deadline. If a Notice of Disagreement is timely delivered, then the set of Closing Statements that are the subject of such Notice of Disagreement will not be deemed to be final and binding for all purposes until the earlier of (1) the date GTI and Seller resolve in writing all differences they have with respect to the disputed item(s) provided for in the Notice of Disagreement or (2) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as defined below). For the avoidance of doubt, if a Notice of Disagreement is only delivered with respect to one set of Closing Statements as provided above, then the other set of Closing Statements shall be deemed final and binding for all purposes hereof. During the fifteen (15) day period following the Notice Deadline, GTI and Seller will seek in good faith to resolve any differences they may have with respect to the matters specified in any Notice of Disagreement. If, at the end of such fifteen (15) day period, GTI and Seller have not reached agreement on such matters, a Receiving Party will have five (5) Business Days to advise a Disputing Party in writing of its position with respect to each of the Merger Consideration Adjustmentproposed adjustments by the Disputing Party that are in dispute (the "Response Letter"). Promptly following the end of such five (5) Business Day period, CCC should split or combine GTI and Seller will jointly engage an accounting firm of recognized international standing, the CCC Common Stockauditing division of which has not been engaged by, or pay a stock dividend paid, in the aggregate, fees in excess of US$100,000 (or other stock distribution the equivalent thereof in CCC Common Stock, or otherwise change the CCC Common Stock into any other securitiescurrency) by, GTI, Seller or any of their respective Affiliates in any one year within the three year period preceding the Closing Date (the "Unaffiliated Firm"), to resolve the matters which remain in dispute with respect to the disputed Closing Statements. In connection with such engagement, each of GTI and Seller agrees to execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, GTI and/or Seller, as applicable, will provide the Unaffiliated Firm with a copy of this Agreement, the Closing Statements that are the subject of each Notice of Disagreement, each Notice of Disagreement and each Response Letter. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from either GTI or Seller as it deems appropriate, provided, that a copy of any such submission will be provided to the other Party at the same time as it is provided to the Unaffiliated Firm. Neither GTI nor Seller will make (nor permit any of its Subsidiaries or Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm, nor will either such Party communicate (nor permit any of its Subsidiaries or Affiliates to communicate) with the Unaffiliated Firm without providing such other dividend or distribution on Party a reasonable opportunity to participate in such communication with the CCC Common Stock Unaffiliated Firm (other than normal quarterly dividends, as with respect to written submissions in response to the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part written request of the Merger Consideration Adjustment Unaffiliated Firm). From the date that the initial documents are submitted to the Unaffiliated Firm as provided herein, the Unaffiliated Firm will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National Market. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of any such dispute within such 30-day period, (i) CCC shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed to the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books documents provided to it pursuant to this Section 2.8(b). Within such period, the Unaffiliated Firm will furnish simultaneously to both parties its written determination with respect to each of the Group Companies includingitems in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences submitted to it based solely upon the information provided to the Unaffiliated Firm by GTI and Seller pursuant to the terms of this Agreement (and not by independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether the disputed Closing Statements were properly prepared with respect to the individual items on the Closing Statements in dispute (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than the Closing Statements in dispute and amounts set forth therein). In resolving any disputed item, the Surviving CorporationUnaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by either Party or less than the lowest value for such item asserted by either Party. The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding upon GTI and Seller. The fees of the Unaffiliated Firm will be borne by GTI and Seller in the same proportion that the US Dollar amount of disputed items lost by a Party bears to the total US Dollar amount in dispute resolved by the Unaffiliated Firm. Each of GTI and Seller will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with matters contemplated by this Section 2.8(b). (c) Upon resolution of the disputed items (if any) under the Closing Statements as provided in the foregoing Section 2.8(b), the Financial Certificates Closing Statements shall be deemed to be the Final Closing Statements for all purposes hereof. Using the relevant numbers set forth below for September 30, 2003 and December 31, 2003, a straight-line interpolation of Indebtedness for each Party for the period between September 30, 2003 and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment Closing Date shall be calculated (the "Actual Merger ------------- Consideration AdjustmentRequired Indebtedness"). The Required Indebtedness for each Party shall be compared to the appropriate amount of Indebtedness set out in the Final Closing Statements (the "Closing Indebtedness").

Post-Closing Adjustment. (a) The Base Merger Consideration Within 45 days after the Closing Date, the Buyer and each of the Sellers shall be subject have the right to adjustment (i) review the books and records of the Acquired Entities and any other relevant books and records maintained by the Acquired Entities and (ii) determine whether the Estimated Adjusted Purchase Price is correct based on the Buyer’s or the Sellers’ determination, as specified applicable, per good faith calculations, that the value of the amounts included in this Section 3.1the Adjusted Purchase Price Notice are accurate as of the Closing Date. In the event any of the Parties determines that the Adjusted Purchase Price is not accurate, it shall prepare and deliver to the other Parties within 45 days after the Closing Date a written statement (an “Adjustment Statement”) setting forth, in reasonable detail, a calculation of a proposed revised Adjusted Purchase Price (a “Revised Adjusted Purchase Price”) and the amount of the difference between the Estimated Adjusted Purchase Price and such Revised Adjusted Purchase Price (the “Adjustment Amount”) and shall assist the other Parties in verifying the amounts set forth in such Adjustment Statement. (b) Within ninety (90) days following The Buyer or the Effective Time, CCC shall cause CCC's Accountant to audit Sellers may dispute all or any portion of the calculation of such Revised Adjusted Purchase Price and the related Adjustment Amount by written notice (the "Post-Closing Audit") the books of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit, CCC's Accountant shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology to the extent inconsistent with GAAP (as modified by Section 2.2(b) above). The Stockholders shall cooperate with CCC and CCC's Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two weeks after the Closing, the Stockholders shall provide CCC's Accountant with the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon the Post-Closing Audit and the post-closing audits of the Other Group Companies. In the event that CCC's Accountant determines (i) a different amount than the Group Closing Net Worth (the "Actual Closing Net Worth") or (ii) ------------------ a different amount than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" ), CCC shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment “Dispute Notice"”) to the stockholders --------------------------- other Party within 30 days of the Group Companies, including the Stockholders, setting forth (A) the determination made by CCC's Accountant date of receipt of the Actual Closing Net Worth related Adjustment Statement provided to such Party pursuant to Section 2.4(a) setting forth, in reasonable detail, the basis for the dispute. If the Parties do not agree on the calculation of such Adjustment Amount within 30 days of any related Dispute Notice, the Buyer and the Actual 1997 Sellers will select (within 10 days of the expiration of that 30-day period) an accounting firm mutually acceptable to them to resolve any remaining objections. If the Buyer and the Sellers are unable to agree on the choice of an accounting firm within such 10-day period, they will select, within an additional 10 days, a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms) that is a member of the Securities and Exchange Commission’s Practice Division of the American Institute of Certified Public Accountants. The determination of the Revised Adjusted EBITPurchase Price by the accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Buyer and the Sellers for purposes of determining adjustments to the Purchase Price pursuant to this Section 2.4. The cost and expense of such accounting firm shall be borne equally by and between the Buyer and the Sellers. The Revised Adjusted Purchase Price shall be as agreed to by the Parties or determined by an appointed accounting firm in accordance with this Section 2.4, (B) as the case may be. Such Revised Adjusted Purchase Price as so agreed or determined or, in the event no Adjustment Statement is delivered in accordance with Section 2.4(a), the Estimated Adjusted Purchase Price shall be deemed and referred to herein as the “Final Adjusted Purchase Price.” If the amount of the cash portion Final Adjusted Purchase Price is less in value than the amount of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Estimated Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course)Purchase Price, then the number of shares of CCC Common Stock issuable as part Sellers shall pay to the Buyer the amount of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or changedifference between the Estimated Adjusted Purchase Price and the Final Adjusted Purchase Price within two (2) business days by wire transfer of immediately available funds. The shares of CCC Common Stock, if any, to be issued in respect If the amount of the Merger Consideration Adjustment Final Adjusted Purchase Price is greater in value than the amount of Estimated Adjusted Purchase Price, then the Buyer shall be registered under pay to the 1933 Act Sellers the amount of the difference between the Final Adjusted Purchase Price and approved for quotation on the Nasdaq National MarketEstimated Adjusted Purchase Price within two (2) business days by wire transfer of immediately available funds. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify CCC if they dispute such Financial Adjustment Notice. If CCC has not received notice of Revised Adjusted Purchase Price and any such dispute within such 30-day period, (i) CCC adjustments in respect thereof determined in accordance with Section 2.4 shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, made in accordance with GAAP and subject to the provisions of, Section 3.2 and/or the Contingent Merger Consideration) any Merger Consideration Adjustment owed to CCC and (ii) the Stockholders no adjustments shall be entitled to receive promptly from CCC made for changes in any Merger Consideration Adjustment owed to Exchange Rates in effect after the Stockholders. If, however, the Stockholders (through the Group Representative) have delivered notice of such a dispute to CCC within such 30-day period, then CCC's Accountant shall select a New Accounting Firm to review the books of the Group Companies including, the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the revised Merger Consideration Adjustment (the "Actual Merger ------------- Consideration Adjustment"Closing Date.

Post-Closing Adjustment. (a) The Base Merger Consideration has been calculated based on the assumption that the difference between the assets and the liabilities of the Company (the "Net Worth") as of the Closing shall be subject equal to adjustment or greater than $1,400,000 (the "Net Worth Target"). Provided, however, that for purposes of computing the Net Worth Target, and for purposes of determining the Actual Company Net Worth (as specified in this Section 3.1defined below) pursuant to the Post-Closing Audit (as defined below), the adjustments set forth on Schedule 7.8 shall be taken into account. (b) Within ninety (90) 60 days following the Effective Time, CCC MemberWorks shall (at MemberWorks' expense) cause CCCCoopers & Lybr▇▇▇ ▇▇▇, Atlanta, Georgia office ("MemberWorks' Accountant") to examine the Surviving Company's Accountant books to audit determine whether the Net Worth of the Company as of the Closing is equal to the Net Worth Target (the "Post-Closing Audit") ), which examination shall be based on the books same accounting policies and practices as were utilized in the preparation of the ------------------ Company to determine the accuracy of the information relating to the Company's Closing Net Worth and the Company's 1997 Adjusted EBIT as set forth on the Financial Certificates Audited Financials (as defined in Section 7.20) and on the financial certificates of the Other Group Companies. In determining the accuracy of such information reflected on the Financial Certificates in the course of the Post- Closing Audit3.8 hereof), CCC's Accountant but shall apply the same accounting methodology used by the Company or the Stockholders, as applicable, in preparing such information; provided that CCC's Accountant shall not be obligated to apply such methodology subject to the extent inconsistent with GAAP (adjustments as modified by Section 2.2(b) above)set forth on Schedule 7.8 hereof. The Stockholders shall cooperate and shall use their reasonable efforts to cause the officers and employees of the Company to cooperate with CCC MemberWorks and CCC's MemberWorks' Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to CCC's MemberWorks' Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two four weeks after the Closing, Closing the Stockholders shall provide CCC's Accountant MemberWorks' Accountants with such information as may be necessary in order to facilitate the information and/or documents reasonably requested by them. CCC's Accountant will test the Company's Closing Net Worth, the Group Closing Net Worth, the Company's 1997 Adjusted EBIT and the Group 1997 Adjusted EBIT based upon completion of the Post-Closing Audit and by MemberWorks' Accountant within the post-closing audits of the Other Group Companiesaforementioned time period. In the event that CCC's MemberWorks' Accountant determines (i) a different amount than that the Group Closing actual Company Net Worth as of the Closing Date (the "Actual Closing Company Net Worth") or (ii) ------------------ a different amount was less than the Group 1997 Adjusted EBIT (the "Actual 1997 Adjusted -------------------- EBIT" )Net Worth Target, CCC MemberWorks shall promptly deliver a written notice with ---- supporting documentation (the "Financial Adjustment Notice") to the stockholders --------------------------- of the Group Companies, including the Stockholders' Representative (as defined in Section 1.8), setting forth (A) the such determination made by CCC's MemberWorks' Accountant of the Actual Closing Company Net Worth and the Actual 1997 Adjusted EBIT, (B) the amount of the cash portion of the Base Merger Consideration that would have been payable at Closing pursuant to Section 2.2(c) had the Actual Closing Net Worth and the Actual 1997 Adjusted EBIT been used instead of the Group Closing Net Worth and the Group 1997 Adjusted EBIT to determine the need for any adjustments to the Base Merger Consideration pursuant to Sections 2.2(c) and 2.2(d), respectively, and (C) the number of shares issued as part of the Base Merger Consideration that would have been issuable at Closing had the Actual Closing Net Worth and the Actual Adjusted EBIT been used to determine the need for any adjustments to the Base Merger Consideration as set forth in (B) above. The differences between the respective amounts set forth in (B) and (C) and the amounts of the cash and the CCC Common Stock components of the Base Merger Consideration paid pursuant to Section 2.2 (a), as adjusted pursuant to Sections 2.2(c) or 2.2(d), is referred to hereafter as the "Merger Consideration Adjustment." Any increase in the Base Merger ------------------------------- Consideration resulting from such Merger Consideration Adjustment shall be owed by CCC to the Stockholders. Any decrease in such Base Merger Consideration resulting from such Merger Consideration Adjustment shall be owed by the Stockholders to CCC. If, on or prior to the payment of the Merger Consideration Adjustment, CCC should split or combine the CCC Common Stock, or pay a stock dividend or other stock distribution in CCC Common Stock, or otherwise change the CCC Common Stock into any other securities, or make any other dividend or distribution on the CCC Common Stock (other than normal quarterly dividends, as the same may be adjusted from time to time and in the ordinary course), then the number of shares of CCC Common Stock issuable as part of the Merger Consideration Adjustment will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change. The shares of CCC Common Stock, if any, to be issued in respect of the Merger Consideration Adjustment shall be registered under the 1933 Act and approved for quotation on the Nasdaq National MarketWorth. (c) The stockholders of the Group Companies, including the Stockholders, through the Group Representative, ' Representative shall have thirty (30) 15 days from the receipt of the Financial Adjustment Notice to notify CCC MemberWorks if they the Stockholders dispute such the Financial Adjustment Notice, and to provide MemberWorks with an alternative calculation of the Actual Company Net Worth (the "Shareholder Calculation"), which calculation shall be based on the same accounting policies and practices as were utilized in the preparation of the Audited Financials (as defined in Section 3.8 hereof), but shall be subject to the adjustments as set forth on Schedule 7.8 hereof. If CCC MemberWorks has not received notice of any such a dispute within such 3015-day period, (i) CCC MemberWorks shall be entitled to receive promptly pro rata from the Stockholders (which may, at CCC's sole discretion, be from the Pledged Assets as defined in, and subject an amount equal to the provisions of, Section 3.2 and/or amount by which the Contingent Merger Consideration) any Actual Company Net Worth is less than the Net Worth Target (the "Merger Consideration Adjustment owed to CCC and (iiReduction") out of the Stockholders shall be entitled to receive promptly from CCC any Merger Consideration Adjustment owed Escrow Amount pursuant to the StockholdersMemberWorks Escrow Agreement. If, however, the Stockholders (through the Group Representative) have Stockholders' Representative has delivered notice of such a dispute to CCC MemberWorks within such 3015-day period, then CCC's MemberWorks' Accountant shall select a New Accounting Firm an (d) If the Merger Consideration Reduction is less than $150,000, then the difference between $150,000 and the Merger Consideration Reduction will be distributed from the Escrow Amount to review or for the books benefit of the Group Companies including, Former Company Stockholders as soon as practicable after the Surviving Corporation, the Financial Certificates and the Financial Adjustment Notice (and related information) to determine the amount, if any, determination of the revised Merger Consideration Adjustment Actual Company Net Worth. (e) If the "MemberWorks Accountant shall determine that the Actual Merger ------------- Consideration Adjustment"Company Net Worth is equal to or greater than the Net Worth Target, then (i) $150,000 of the Escrow Amount shall be delivered to or for the benefit of the Former Company Stockholders as soon as practicable after the determination of the Actual Company Net Worth, and (ii) the Indemnification Threshold (as defined in Section 9.1) shall be increased in the amount by which the Actual Company Net Worth is greater than the Net Worth Target.