Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 days following the Closing Date, the Seller Parties shall prepare and deliver to the Company a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event 1.6.2.1 No later than 90 45 days following the Closing Date, the Seller Parties shall GCI will prepare and deliver to the Company a statement of (the “Closing Date ValueStatement”) showing, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed a calculation of Shareholders’ Equity as of immediately prior to the statement Closing (the “Closing Date Shareholders’ Equity”). 1.6.2.2 Within 45 days after the date GCI delivers to the Company the Closing Date Statement, if the Company disagrees in good faith with GCI’s calculation of Closing Date Value. If on or prior Shareholders’ Equity as set forth in the Closing Date Statement, then the Company may give BUS_RE\1394606.17 written notice (the “Objection Notice”) to GCI within such 45-day period (i) setting forth the 30th day after Buyer's receipt from the Seller Parties of the statement Company’s determination of Closing Date Value, Buyer notifies Shareholders’ Equity and (ii) specifying in reasonable detail the Seller Parties of its objections to the statement Company’s basis for disagreement with GCI’s determination of Closing Date Value, Buyer Shareholders’ Equity. The failure by the Company to deliver an Objection Notice within such 45-day period shall constitute the acceptance of GCI’s computation of Closing Date Shareholders’ Equity. If the Company and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt GCI are unable to resolve their differencesany matter raised in the Objection Notice with respect to the determination of Closing Date Shareholders’ Equity within 30 days after delivery of the Objection Notice, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining the items in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm binding arbitration in accordance with Section 10.1. The final computation of independent accountants independent ofClosing Date Shareholders’ Equity, and reasonably satisfactory todetermined by reference to either GCI’s computation of Closing Date Shareholders’ Equity, Seller Partiesagreement of the parties or binding arbitration, Buyer and their respective Affiliates (such firm being as the case may be, is referred to herein as the "CPA Firm")“Final Shareholders’ Equity.” 1.6.2.3 If, after the Final Shareholders’ Equity has been determined, the Cash Consideration is less than the Estimated Cash Consideration, the Sellers shall promptly pay to GCI, within 10 five days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA FirmFinal Shareholders’ Equity has been determined, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed equal to such party shall be paid within five (5) Business Days after the end difference plus interest accruing on such amount at a rate of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate 8% per annum from the Closing Date up until such amount is paid, by wire transfer of immediately available funds to and including an account designated by GCI. If the date of payment. (g) Any payments made in respect of Estimated Cash Consideration is less than the Post-Closing Adjustment or Unresolved Changes Cash Consideration, GCI shall be deemed to be adjustments promptly pay to the Purchase Price for all Tax purposesCompany, within five days after the Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the Closing Date until such amount is paid, by wire transfer of immediately available funds to the account designated by the Company.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within 60 days following after the Closing Date, the Seller Parties shall prepare and deliver to the Company a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and Buyer will prepare a report (the Seller Parties. The statement of Closing Date Value shall be set "Final Adjustments Report"), prepared in good faith and on a reasonable basis, setting forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation adjustments described above including any adjustments based on Company's and Buyer's actual collection of the statement Customer Accounts Receivable and Other Receivables as of the date one day before such Report. The Final Adjustments Report shall make such changes to the Preliminary Adjustments Report as are necessary to recalculate as of the Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each all of the Seller Parties, adjustments and prorations to the Purchase Price set forth herein (which were calculated in the Preliminary Adjustments Report generally as of the last day of the quarter prior to the Closing Date). The Company and Buyer shall cooperate fully with provide each other and provide the other parties and their respective authorized representatives with full reasonable access to all records which they have in their possession which pertain to such collections for the books and records period after the Closing Date, which are necessary for a review of the Company Group used Post-Period Adjustment Report. The Purchase Price as determined pursuant to the Preliminary Adjustments Report shall be compared to the Purchase Price as determined pursuant to the Final Adjustments Report and, within 10 business days following acceptance of the Final Adjustments Report by Buyer and the Company, any adjustment amount to be paid pursuant to such report shall be paid to the proper party from the Escrow described in Section 2.5. To the extent the parties are unable to agree on the Final Adjustments Report within 90 days after the Closing Date, all issues in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and Report which are not agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") upon shall be submitted to a nationally recognized the national accounting firm of independent accountants independent ofDeloitte & Touche, and reasonably satisfactory to, Seller Parties, LLP together with a written statement of the issues by Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA FirmCompany, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event such accounting firm shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties final and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Partiesparties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon The 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 practicable, but in no event later than 90 days following of the Closing Dateshall be equal to 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 defined below) pursuant to the Post-Closing Audit (as defined below), the Seller Parties shall prepare and deliver to the Company a statement of Closing Date Value, which statement adjustments set forth on Schedule 7.8 shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3taken into account. (b) During Within 60 days following the Effective Time, MemberWorks shall (at MemberWorks' expense) cause Coopers & Lybr▇▇▇ ▇▇▇, Atlanta, Georgia office ("MemberWorks' Accountant") to examine the Surviving Company's books to 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 same accounting policies and practices as were utilized in the preparation of the statement of Closing Date Value Audited Financials (as provided defined in Section 2.3(a) and 3.8 hereof), but shall be subject to the period of any review or dispute adjustments as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer set forth on Schedule 7.8 hereof. The Stockholders shall cooperate fully with each other and provide shall use their reasonable efforts to cause the other parties officers and their respective authorized representatives with full access to the books and records employees of the Company Group used to cooperate with MemberWorks and MemberWorks' Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to MemberWorks' Accountant to facilitate the preparation completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within four weeks after the Closing the Stockholders shall provide MemberWorks' Accountants with such statementinformation as may be necessary in order to facilitate the completion of the Post-Closing Audit by MemberWorks' Accountant within the aforementioned time period. In the event that MemberWorks' Accountant determines that the actual Company Net Worth as of the Closing Date (the "Actual Company Net Worth") was less than the Net Worth Target, including MemberWorks shall deliver a written notice (the provision on a timely basis "Financial Adjustment Notice") to the Stockholders' Representative (as defined in Section 1.8), setting forth such determination made by MemberWorks' Accountant of all necessary or useful informationthe Actual Company Net Worth. (c) After The Stockholders' Representative shall have 15 days from the receipt of the statement Financial Adjustment Notice to notify MemberWorks if the Stockholders dispute the Financial Adjustment Notice, and to provide MemberWorks with an alternative calculation of Closing Date Value from Seller Partiesthe Actual Company Net Worth (the "Shareholder Calculation"), Buyer which calculation shall have 30 days to review be based on the statement of Closing Date Value, together with the workpapers used same accounting policies and practices as were utilized in the preparation thereof. Unless Buyer delivers written notice of the Audited Financials (as defined in Section 3.8 hereof), but shall be subject to the Seller Parties adjustments as set forth on or prior Schedule 7.8 hereof. If MemberWorks has not received notice of such a dispute within such 15-day period, MemberWorks shall be entitled to receive an amount equal to the 30th day after Buyer's receipt from amount by which the Seller Parties of Actual Company Net Worth is less than the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice Net Worth Target (the "Resolution PeriodMerger Consideration Reduction")) out of the Escrow Amount pursuant to the MemberWorks Escrow Agreement. If, attempt however, the Stockholders' Representative has delivered notice of such a dispute to resolve their differencesMemberWorks within such 15-day period, and any resolution by them as to any disputed amounts then MemberWorks' Accountant shall be final, binding and conclusive.select an (d) Any amounts remaining in dispute at If the conclusion 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 or for the benefit of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to Former Company Stockholders as the "CPA Firm"), within 10 days soon as practicable after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes Actual Company Net Worth. (e) If the MemberWorks Accountant shall made in accordance with GAAP and in any event shall be no less than determine that the lesser of the amount claimed by either Buyer Actual Company Net Worth is equal to or Seller Parties and shall be no greater than the greater amount claimed by either Buyer Net Worth Target, then (i) $150,000 of the Escrow Amount shall be delivered to or Seller Parties. The CPA Firm's for the benefit of the Former Company Stockholders as soon as practicable after the determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller PartiesActual Company Net Worth, and (ii) the Indemnification Threshold (as defined in Section 9.1) shall be increased in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds Actual Company Net Worth is greater than the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA FirmNet Worth Target. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 days following after the Closing Date, the Seller Parties KM Member shall prepare and deliver to the Company Buyer a written statement setting forth the KM Member’s good faith final calculation of the Purchase Price (the “Final Purchase Price”) based upon (a) the KM Member’s calculation of (i) Closing Date ValueWorking Capital and (ii) the Working Capital Adjustment, which statement shall be audited in each case, together with reasonable supporting documents and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs prepared (x) on a basis consistent with GAAP, (y) in accordance with the principles and expenses of such audit shall be borne equally between using the Company and the Seller Parties. The statement of Closing Date Value shall be same line items set forth in Schedule 3.3(a) and (z) in accordance with the past practices of the Company; provided, however, that in the event of a conflict between foregoing clauses (x), (y) and (z), Schedule 3.3(a) shall prevail, (b) the Long-Term Indebtedness Adjustment, together with reasonable detail to permit supporting documents, and (c) the calculations required by this Section 2.3Interim Capital Contributions, together with reasonable supporting documents (collectively, the “Final Closing Items”). Together with the Final Closing Items, the KM Member shall provide a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. (b) During The KM Member, the preparation Buyer and the Company shall promptly provide to each other all documents reasonably requested by the other to verify any of the statement items set forth in the Final Closing Items calculations. The Buyer shall have the right for 30 days following receipt of the Final Closing Date Value as provided in Section 2.3(a) Items to object to any item therein and the period of any review or dispute as provided in this Section 2.3, each proposed calculation of the Seller Parties, the Company Final Purchase Price. The Buyer and Buyer its representatives shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full be entitled to reasonable access during normal business hours to the all books and records of the Company Group used in as may be reasonably requested by the preparation Buyer for the purpose of such statement, including this Section 3.4(b). Any objection made by the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review be made in writing and shall set forth such objection and the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections basis therefor in reasonable detail, . The Buyer shall be deemed to have accepted and agreed waived any rights to object under this Section 3.4(b) unless the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of furnishes its written objections to the statement of Closing Date ValueKM Member within such 30 day period. If the Buyer delivers an objection within such 30 day period, then the Buyer and Seller Parties shallthe KM Member shall negotiate in good faith for 15 days to resolve the objections. If, within 20 days at the end of such 15-day period, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the accounting firm of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Closing Item Arbitrator”). If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of the KM Member, the Buyer and the Company shall promptly furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may request and are reasonably available to that Party (or its independent public accountants) and each of the KM Member and the Buyer will be afforded the opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such longer period determination with the Closing Item Arbitrator; (ii) the Closing Item Arbitrator shall determine the Final Purchase Price as promptly as reasonably practicable following receipt of such workpapers and other documents and information; (iii) the parties may agreeClosing Item Arbitrator must not adopt an amount for any component of the Final Purchase Price that is greater than the greater amount submitted by the KM Member or the Buyer or less than the lesser amount submitted by KM Member or the Buyer; and (iv) following such the determination by the Closing Item Arbitrator of the Final Purchase Price, as set forth in a written notice (delivered to both the "Resolution Period")Buyer and the KM Member by the Closing Item Arbitrator, attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be made in accordance with this Agreement and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and conclusive. unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. The Buyer and the KM Member (don behalf of itself and the Company) Any amounts remaining shall each bear their own legal fees and other costs in dispute at connection with any such objection; provided that the conclusion Buyer, on one hand, and the KM Member, on the other hand, shall bear one-half of the Resolution Period ("Unresolved Changes") costs and expenses of the Closing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, the Closing Item Arbitrator and procedures set forth herein shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after sole method for resolving any disputes regarding the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on Final Purchase Price or the provisions of this Section 2.33.4. (c) Following the final determination of the Final Purchase Price pursuant to this Section 3.4, only the Unresolved Changes and following amount shall be promptly (but in any event within five Business Days of the determination of each amount the Final Purchase Price) paid by wire transfer in immediately available funds to an account designated by the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no applicable payee as follows: (i) If such finally determined Final Purchase Price is greater than the greater amount claimed by either Estimated Purchase Price, then the Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein pay to the contrary, no Unresolved Change shall result KM Member an amount in an adjustment cash equal to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and excess. (ii) If such finally determined Final Purchase Price is less than the Estimated Purchase Price, then the KM Member shall pay to the Buyer an amount in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between cash equal to the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Partiesshortfall. (eiii) In the event that Buyer and Seller Parties agree If such finally determined Final Purchase Price is equal to the statement of Closing Date ValueEstimated Purchase Price, then within five (5) Business Days following such agreement (i) Seller Parties shall pay no payment to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one any Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5required. For the avoidance of doubt, no adjustment or payment pursuant to this Section 3.4(c) Business Days after shall increase or decrease the end KM Member’s or the Buyer’s relative holdings of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Membership Interests. Any payments made pursuant to this Section 2.3 3.4(c) shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date constitute an adjustment of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposespurposes and shall be treated as such by the Buyer, the KM Member and the Company on their Tax Returns. (d) If required by Schedule 3.4, the consideration for the SoCo Interest shall be further adjusted upwards by an amount equal to $50,000,000 (such amount, the “Deferred Consideration”), and the Deferred Consideration, if any, shall be paid by the Buyer in accordance with the terms and conditions set forth in Schedule 3.4.

Post-Closing Adjustment. (a) As soon as practicable (and in no event later than 60 days after the Closing), Parent will prepare and deliver or cause to be prepared and delivered to the Stockholders' Representative a balance sheet of the Company as of the close of business on the Closing Date (the "CLOSING DATE BALANCE SHEET") without giving effect to the transactions described in this Agreement to be consummated at the Closing and a proposed statement of net working capital of the Company as of the Closing Date (the "CLOSING WORKING CAPITAL BALANCE STATEMENT"). The Closing Date Balance Sheet and the Closing Working Capital Balance Statement (i) will reflect, respectively, the financial position of the Company and the components and calculation of net working capital of the Company in each case as of the Closing Date; (ii) will be prepared and determined in accordance with GAAP, on a basis consistent with the policies, principles and methodology used in connection with the preparation of the Audited Balance Sheet (the "1997 BALANCE SHEET PRINCIPLES"); and (iii) will be adjusted in accordance with the methodology set forth in EXHIBIT E attached hereto (the "REFERENCE WORKING CAPITAL STATEMENT"). The net working capital of the Company as of the Closing Date determined in accordance with this Section 2.16, including the adjustments set forth in the Reference Working Capital Statement, is referred to herein as the "CLOSING WORKING CAPITAL BALANCE." To the extent of any inconsistency between the methodology disclosed in the Reference Working Capital Statement and the 1997 Balance Sheet Principles, the terms of the Reference Working Capital Statement will govern. (b) If, within 30 days after the date of Parent's delivery of the Closing Date Balance Sheet and the Closing Working Capital Balance Statement, the Stockholders' Representative determines in good faith that the Closing Date Balance Sheet and the Closing Working Capital Balance Statement have not been prepared and determined in accordance with this Agreement, the Stockholders' Representative will give written notice to Parent within such 30 day period (i) setting forth the Stockholders' Representative's proposed changes to the Closing Date Balance Sheet as prepared by Parent and the determination by the Stockholders' Representative of the Closing Working Capital Balance and (ii) specifying in detail the Stockholders' Representative's basis for disagreement with Parent's preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by the Stockholders' Representative to so express disagreement and provide such specification within such 30 day period will constitute the acceptance of Parent's preparation of the Closing Date Balance Sheet and the computation of the Closing Working Capital Balance. If Parent and the Stockholders' Representative are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 30 days after the giving of notice by the Stockholders' Representative to Parent of such disagreement, the items in dispute will be referred for determination to Price Waterhouse Coopers, L.L.P. (the "ACCOUNTANTS") as promptly as practicable, but not later than five days after the expiration of such 30 day period. Parent and the Stockholders' Representative will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter (but in no event later than 90 30 days following after the submission to the Accountants of the 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 (A) in writing, (B) 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), (C) made in accordance with this Agreement (including the Reference Working Capital Statement), and (D) 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 determination of what adjustments, if any, must be made in one or more disputed items reflected in the Closing DateDate Balance Sheet and the Closing Working Capital Balance Statement delivered by Parent in order for the Closing Working Capital Balance to be determined in accordance with the provisions of this Agreement (including the Reference Working Capital Statement), or (ii) a Closing Working Capital Balance that is not equal to one of, or between, the Seller Parties shall prepare Closing Working Capital Balance as determined by the Stockholders' Representative and deliver to the Company a statement of Closing Date Value, which statement shall be audited and certified as determined by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcyParent. The costs fees and expenses of the Accountants will be paid by the party whose last written settlement offer related to all items in dispute, in the aggregate, submitted to the Accountants upon the referral of the matter to the Accountants in accordance with this Section 2.16(b) (each, a "LAST OFFER") varies by the greatest absolute amount from the determination by the Accountants of all such audit shall be borne equally between disputed items. No party will disclose to the Company Accountants, and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit Accountants will not consider for any purpose, any settlement discussions or settlement offer (other than the calculations required Last Offer) made by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationparty. (c) After receipt During the period that the Stockholders' Representative's advisors and personnel are conducting their review of Parent's preparation of the statement of Closing Date Value from Seller PartiesBalance Sheet and determination of the Closing Working Capital Balance, Buyer shall the Stockholders' Representative and his representatives will have 30 days reasonable access during normal business hours to the work papers, prepared by or on behalf of Parent and its representatives in connection with Parent's preparation of the Closing Working Capital Balance Statement and determination of the Closing Working Capital Balance; PROVIDED, HOWEVER, that the Stockholders' Representative will conduct such review in a manner that does not unreasonably interfere with the statement conduct of the business of the Company or result in substantial out-of-pocket costs to Parent. To the extent any such work papers are in the control of the Stockholders' Representative after the Closing, the Stockholders' Representative will grant Parent and its representatives reciprocal access rights for the purpose of finalizing the preparation of the Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes Balance Sheet and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller PartiesClosing Working Capital Balance. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth Stockholders' Representative and Parent agree in a written statement delivered good faith to Seller Parties use all reasonable efforts to provide such information and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result access described in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment2.16(c). (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (ai) As soon as practicable, but in no event later than Within 90 days following the Closing Date, the Seller Parties Purchaser shall in good faith prepare and deliver to the Company Sellers a statement (the “Closing Statement”) setting forth the Net Working Capital (the “Closing Net Working Capital”) and Cash Balances, both as of the close of business on the Closing Date ValueDate, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Partiesresulting Purchase Price, specifying in reasonable detail such calculations. (ii) Following receipt of the Closing Statement, the Sellers will be afforded a period of 20 Business Days (the “20-Day Period”) to review the Closing Statement. The statement At or before the end of the 20-Day Period, the Sellers will either (A) accept the Closing Date Value shall be Net Working Capital and Cash Balances, and the resulting Purchase Price, as set forth in reasonable detail to permit the calculations required by this Section 2.3. Closing Statement in its entirety or (bB) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access deliver to the books and records of the Company Group used in the preparation of such statement, including the provision on Purchaser a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to (the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections “Objection Notice”) containing written explanation, setting forth in reasonable detail, Buyer those items in the Closing Statement that the Sellers dispute, in which case the items specifically identified by the Sellers shall be deemed in dispute. The failure by the Sellers to have accepted and agreed to deliver the statement of Closing Date Value. If on or prior to Objection Notice within the 30th day after Buyer's receipt from the Seller Parties 20-Day Period shall constitute each Seller’s acceptance of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer Net Working Capital and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differencesCash Balances, and any resolution by them the Purchase Price, as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to the Closing Statement. Each Seller Parties may make inquiries of the Purchaser and Buyer its accountants and shall be final, binding appropriate employees and conclusive on the parties for all purposes. Notwithstanding any provision herein have reasonable access to the contraryPurchaser’s books and records regarding questions concerning, no Unresolved Change shall result in an adjustment to the Purchase Price or disagreements with, the Closing Date Value unless (i) Statement arising in the case course of an asset its review thereof, and the Purchaser shall use reasonable efforts to cause any such employees and accountants to cooperate with, respond to such inquiries and provide such requested information in a timely manner (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined subject to each Seller entering into any confidentiality and other agreements reasonably required by the CPA Firm is lower than 50% accountants). If the Sellers deliver the Objection Notice within the 20-Day Period, then, within a further period of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) 20 Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at from the end of the Resolution 20-Day Period, then the Purchaser and the Sellers, and if desired, their accountants, will attempt to resolve in good faith any disputed items and reach a written agreement (1the “Settlement Agreement”) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect thereto. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to a certified public accounting firm mutually agreeable to the Unresolved Changes Parties (the “Arbitrating Accountants”), provided that if the Purchaser and the Sellers cannot agree on the Arbitrating Accountants, the Purchaser and the Sellers shall be paid within five (5) Business Days after resolution thereof by each nominate an accounting firm experienced in the CPA Firm, or (2) in all other cases, any healthcare industry and all payments the nominated accounting firms shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.choose a third accounting firm that

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Post-Closing Determination. Within 180 days following after the Closing Date, the Seller Parties Buyer shall prepare prepare, and deliver to the Company a statement of Closing Date ValueStockholders, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% Buyer’s determinations of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm Cash Amount and the amount reflected in the statement of Closing Date Value prepared by Seller PartiesIndebtedness Payoff Amount, and (ii) the Buyer’s calculation of the Actual Purchase Price (collectively, the “Draft Computation”). The Draft Computation shall be prepared and the Cash Amount and the Indebtedness Payoff Amount shall be determined on a basis using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Buyer’s consolidated balance sheet as of the fiscal year ended December 31, 2007 or, to the extent applicable, in accordance with any changes to such accounting methods, policies, principles, practices and procedures which are documented in the case Buyer’s books and records prior to the Closing, and shall not include any changes in assets or liabilities as a result of purchase or other changes arising from or resulting as a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% consequence of the corresponding amount reflected transactions contemplated hereby. The Buyer and its auditors will make available to the Stockholders all records and work papers used in preparing the statement of Closing Date Value prepared by Seller Parties which is Draft Computation, and its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the subject of such Unresolved Change, in which event the amount business of the adjustment Buyer. If any of the Stockholders disagrees with any aspect of the Draft Computation, such Stockholder may, on behalf of all Stockholders and within 60 days after receipt of the Draft Computation, deliver a notice (an “Objection Notice”) to the Buyer setting forth the Stockholders’ determination of the Cash Amount and the Indebtedness Payoff Amount and the Stockholders’ calculation of the Actual Purchase Price, and identifying the specific items and amounts of disagreement. The Stockholders will upon request make available to the Buyer and its auditors reasonable access to all records and work papers used in preparing the Objection Notice, and to its advisors, provided that such access shall be upon reasonable notice and at reasonable times. If none of the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree Stockholders delivers an Objection Notice to the statement of Closing Date Value, then Buyer within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end 60 days after receipt of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved ChangesDraft Computation, then the minimum amount which Buyer and Seller Parties agree is owed parties hereto will be deemed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect have agreed to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by Draft Computation and the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution components of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes such Draft Computation shall be deemed to be adjustments finally determined as set forth therein. The Buyer and the Stockholders shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 60 days after the Buyer has received the Objection Notice, the Buyer and the Stockholders shall jointly retain ▇▇▇▇ ▇▇▇▇▇ LLP (the “Firm”) to resolve any remaining disagreements. The Buyer and the Stockholders shall direct the Firm to render a determination within 30 days after its retention and the Buyer, the Stockholders and their respective agents shall cooperate with the Firm during its engagement. The Firm may consider only those items and amounts in the Draft Computation or Objection Notice which the Buyer and the Stockholders are unable to resolve. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm’s determination shall be based solely on written submissions by the Buyer and jointly by the Stockholders (i.e., not on independent review) and on the definitions included herein. The determination of the Firm shall be conclusive and binding upon the Buyer and the Stockholders. Until the Firm makes its determination, the costs and expenses of the Firm shall be borne equally by the Buyer, on the one hand, and the Stockholders (in accordance with their respective Indemnity Allocation Percentages), on the other hand; provided that, when the Firm makes its determination, any costs and expenses (including costs and expenses previously advanced) of the Firm that are allocable to the party whose determination of the Actual Purchase Price for all Tax purposeswas closest to the Firm’s determination of the same shall be paid by the other party.

Post-Closing Adjustment. (a) As The Sellers' Representative may dispute the Final Net Working Capital as calculated by the Buyer at any time within thirty (30) days after the date the Sellers receive the calculation thereof, by delivery to the Buyer of a Notice of Dispute. Upon receipt of any Notice of Dispute by the Buyer, the Sellers' Representative and the Buyer shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by the Sellers' Representative and the Buyer within thirty (30) calendar days after the receipt of the Notice of Dispute, the Sellers' Representative and the Buyer shall jointly refer the dispute to the Arbiter, as an arbitrator to finally resolve, as soon as practicable, but and in no any event later than 90 within thirty (30) calendar days following after such reference, all points of disagreement with respect to the Final Net Working Capital reflected on the Closing DateBalance Sheet. For purposes of such arbitration the Sellers' Representative and the Buyer shall each submit a proposed calculation of the Final Net Working Capital. The Arbiter shall apply the terms of Section 2.4 of this Agreement, the Seller accounting principles and methodology set forth in Schedule 2.5(a) to this Agreement, and the other provisions of this Agreement relating to the Closing Balance Sheet, and shall otherwise conduct the arbitration under such procedures as the Parties may agree or, failing such agreement, under the then prevailing Commercial Rules of the American Arbitration Association. Each of the Parties shall prepare and deliver to bear its own expenses in connection with the Company a statement of Closing Date Valuearbitration, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcyunless the Arbiter otherwise directs. The costs fees and expenses of such audit the Arbiter incurred in connection with the arbitration of the Final Net Working Capital shall be borne equally allocated between the Company Sellers and the Seller PartiesBuyer by the Arbiter in proportion to the extent either of such Parties did not prevail on items in dispute with respect to the Final Net Working Capital reflected on the Closing Balance Sheet; provided, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section, the other Party's outside counsel or accounting fees. The statement of Closing Date Value All determinations by the Arbiter shall be set forth final, conclusive and binding on the Buyer and the Sellers with respect to the Final Net Working Capital and the allocation of arbitration fees and expenses, in reasonable detail to permit the calculations required by this Section 2.3absence of fraud or manifest error. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer The Purchase Price shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on finally paid, or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Valueoverpayment refunded, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determinefollows, based on the provisions of this Section 2.3, only the Unresolved Changes Final Net Working Capital determined pursuant to Sections 2.4 and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless 2.5: (i) in The Escrow Agent shall pay to the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), Buyer the amount by which the Estimated Working Capital Payment exceeds the Adjustment Amount (for the avoidance of doubt, by way of example, if Final Net Working Capital is determined by to be negative $250,000 resulting in an Adjustment Amount of $500,000 in favor of Buyer, then the CPA Firm is lower than 50% Escrow Agent shall pay to the Buyer the Amount of $2,000,000); provided, however, that if such amount exceeds the corresponding amount reflected in Escrow Amount, then Sellers shall promptly pay to Buyer any such excess over the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved ChangeEscrow Amount, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and or (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties each of the amount, if any, Sellers and Custodians such Seller's and Custodian's Pro Rata Portion of the amount by which the Base Value Adjustment Amount exceeds the Closing Date Value Estimated Working Capital Payment (eachprovided, a "Post-Closing Adjustment"however, that in no event shall the aggregate of the Adjustment Amount and the Estimated Working Capital Payment exceed Three Million Dollars ($3,000,000)). In Any payment so required to be made by either the event that there are Unresolved Changes at Sellers or the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five by wire transfer of immediately available funds, not more than seven (57) Business Days after final determination thereof, to an account to be designated by the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five payee at least two (52) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments prior to the Purchase Price for all Tax purposesdue date.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 days following March 31, 2003, Buyer shall deliver to Seller a calculation of the Closing DateWorking Capital (the “Closing Working Capital Statement”), the Seller Parties shall prepare Closing Net Indebtedness (the “Closing Net Indebtedness Statement”), the Franchisee Adjustment Amount (the “Franchisee Adjustment Amount Statement”), the Capex Payables (the “Capex Payables Statement”) and deliver to the Company a statement of Capex Adjustment (the “Capex Statement”, together with the Closing Date ValueWorking Capital Statement, which statement shall be audited the Closing Net Indebtedness Statement, the Franchisee Adjustment Amount Statement and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcythe Capex Payables Statement, the “Calculation”). The costs and expenses Calculation shall also set forth the amount, if any, by which the calculation of such audit shall be borne equally between the Company and Cash Purchase Price differs from the Seller PartiesEstimated Cash Purchase Price. The statement of Closing Date Value Calculation shall be set forth in reasonable sufficient detail to permit Seller to make any objections it may seek to have. Buyer shall cause a full closing of the calculations required by this Section 2.3financial statements in respect of the Company and its Subsidiaries to occur for the period from July 1, 2002 to the Closing Date, calculated on the basis that the Closing was effective at 11:59 p.m. on the day prior to the Closing Date as if such date were a fiscal year end and such that the unaudited financial statements produced with respect to the period ended on the day prior to the Closing Date are similar in all material respects to the U.K. GAAP Company Financial Statements (the “Closing Date Financial Statements”). Seller shall, and shall cause Diageo and its Affiliates, to provide Buyer with reasonable access to data within its control to the extent necessary in connection with the preparation of the Calculation and the Closing Date Financial Statements. Buyer shall provide the unaudited Closing Date Financial Statements to Seller together with reasonable back-up documentation reasonably necessary to evaluate or understand the Closing Date Financial Statements and the Calculation at the time of delivery of the Calculation. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.32.5, Buyer and Seller shall, and shall cause each of their Affiliates to: (i) provide each other party and its representatives with reasonable access to its and its Affiliates’ relevant books, records and employees (to the Seller Partiesextent any of such books, records or employees relate to the Company Calculation) and Buyer shall (subject, in the case of accountant or auditor work papers, to providing any customary confidentiality, hold harmless or other agreements reasonably requested by the accountant or auditor) relevant work papers of accountants or auditors and permit copies to be made of any of the foregoing documentation and (ii) cooperate fully with each such other party and provide the other parties and their respective its authorized representatives with full access to the books and records of the Company Group used in the preparation of such statementrepresentatives, including the provision on a timely basis of all necessary or useful informationinformation relevant for purposes of the Calculation; provided that, without prejudice to any of Buyer’s other rights under this Agreement, after the submission of the Calculation, Seller shall be required to provide such access and cooperation only to the extent relevant to items disputed by Seller pursuant to Section 2.5(c). (c) After receipt of the statement of Closing Date Value from Calculation, Seller Parties, Buyer shall have 30 sixty (60) days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereofCalculation. Unless Buyer Seller delivers written notice to the Seller Parties Buyer on or prior to the 30th sixtieth (60th) day after Buyer's receipt from the Seller Parties ’s delivery of the statement of Closing Date Value Calculation stating that Buyer Seller has objections to the statement of Closing Date Value and describing any such objections in reasonable detailCalculation, Buyer Seller shall be deemed to have accepted and agreed to the statement of Closing Date ValueCalculation. Matters included in the Calculation, which are not objected to in writing by Seller, shall be deemed to be accepted by Seller (“Resolved Items”) and any amounts included within such items shall be deemed to be final, binding and conclusive. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, notifies Buyer notifies the Seller Parties in writing of its objections to the statement of Closing Date ValueCalculation, Buyer and Seller Parties shall, within 20 forty-five (45) days (or such longer period as the parties Buyer and Seller may agreeagree in writing) following such notice (the "“Resolution Period"”), attempt to resolve their differences, and any written resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("“Unresolved Changes"Items”) shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, by Buyer and their respective Affiliates Seller to Deloitte and Touche LLP (such firm being referred to as the "“CPA Firm"”) or, if such firm shall be unable or unwilling to serve in such capacity or if Seller and Buyer shall otherwise mutually agree in writing, such other nationally recognized firm of independent accountants mutually agreed in writing by Seller and Buyer (and, in such case, such firm shall be deemed to be the CPA Firm), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated Period or as soon as practicable after Buyer and Seller have engaged the CPA Firm, subject . Seller and Buyer agree to verification of its independenceuse their commercially reasonable efforts to engage the CPA Firm as promptly as practicable. Each party agrees to execute, if requested by the CPA Firm, an engagement letter with the CPA Firm containing reasonable termsterms and to provide the CPA Firm such work papers and other documents and information related to the Unresolved Items as the CPA Firm may reasonably request if available to such party or its Affiliates (or their accountants or auditors). All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata 50% by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made 50% by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expensesSeller. The CPA Firm shall act as an arbitrator and not as an expert, to determine, based on the provisions of this Section 2.32.5, only the Unresolved Changes Items; provided, however, that the CPA Firm shall have authority to determine, and the determination of each amount term “Unresolved Items” as used in this Section 2.5 shall mean, only the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser amount(s) of the amount claimed Calculation and no other matter whatsoever, absent an express written agreement to the contrary by either Buyer or and Seller. Seller Parties and Buyer shall be no greater than request that the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's Firm provide its determination of the Unresolved Changes shall be made Items within 30 days of after the submission of the Unresolved Changes theretoItems to the CPA Firm, and a calculation of the Closing Working Capital Statement, the Closing Net Indebtedness Statement, the Capex Statement, the Capex Payables Statement and the Franchisee Adjustment Amount Statement, based upon the amount of Resolved Items and the CPA Firm’s determination of the Unresolved Items, shall be set forth in a written statement delivered to Seller Parties and Buyer by the CPA Firm and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm Buyer and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesSeller. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within Within five (5) Business Days following such agreement either (i) an agreement or deemed agreement by Buyer and Seller Parties as to the Closing Working Capital, the Closing Net Indebtedness, the Capex Adjustment and the Franchisee Adjustment Amount, or (ii) the CPA Firm’s determination of all Unresolved Items, Seller shall pay to Buyer the amount, if any, by which the Closing Date Value Estimated Cash Purchase Price exceeds the Base Valuefinal calculation of the Cash Purchase Price, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value final calculation of the Cash Purchase Price exceeds the Closing Date Value Estimated Cash Purchase Price (each, a "the “Post-Closing Adjustment"”). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 2.5 shall be made by wire transfer of immediately available U.S. Dollar funds to an account indicated by the party to receive such funds and shall be accompanied by interest at the Applicable Rate calculated on the basis of a year of 365 days for the actual number of days elapsed, accrued from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Base Purchase Price pursuant to Section 2.2, for all Tax tax purposes.

Post-Closing Adjustment. (a) As soon It is the intention of the parties that, as practicable, but in no event later than 90 days following of the Closing Datedate hereof, the Seller Parties Combined Working Capital (as hereinafter defined) be equal to or greater than $6,664,050. As used herein, "Combined Working Capital" means the combined current assets minus the combined current liabilities of the Corporation and the LLC, determined in accordance with the accounting procedures utilized in preparing the audited financial statements as of September 30, 1997 of the Corporation and the LLC (the "Accounting Procedures"). Buyer shall prepare and deliver to the Company Holders within 90 days after the date hereof a statement balance sheet of the Corporation and the LLC (collectively, the "Companies") as of the date hereof (the "Closing Date ValueBalance Sheet"), which statement Closing Balance Sheet shall be audited prepared in accordance with the Accounting Procedures. From the Closing Balance Sheet, Buyer shall determine the Combined Working Capital. The Closing Balance Sheet and certified Buyer's determination of the Combined Working Capital shall be subject to verification by Deloitte & Touche LLP. Such statement Holders or their representatives within 30 days of the date of delivery of such information to Holders, during which period Holders or their representatives shall exclude any adjustments related have access to fresh-start accounting the work papers and such other documents and information relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) Balance Sheet and the period determination of the Combined Working Capital as they shall reasonably request. Within that 30 day period, Holders shall notify Buyer of any review dispute with respect to the Closing Balance Sheet or dispute as provided in this Section 2.3, each the determination of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of Combined Working Capital. Any such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have dispute which cannot be resolved after good faith negotiations within 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that date Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer is so notified shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted referred to a nationally recognized firm of independent certified public accountants independent of, and reasonably satisfactory to, Seller Parties, chosen by the certified public accountants of Buyer and their respective Affiliates (the Holders, whose determination on such firm being referred matters shall be final and binding on the parties and whose fees and expenses shall be shared equally by the parties. If the Combined Working Capital is determined to as be less than $6,664,050, any such deficiency shall be paid by Holders to Buyer, together with interest from the "CPA Firm")date hereof until the date paid at the rate of 6% per annum, within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm such determination , without regard to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based any limitations on the provisions Sellers' liability to Buyer under Article 10 of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesAgreement. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within 45 calendar days following the Closing DateClosing, the Seller Parties Purchaser shall prepare and deliver to the Company Stockholders a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice consolidated combined balance sheet (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved ChangesClosing Date Balance Sheet") shall be submitted to a nationally recognized firm of independent accountants independent of, TxArai and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to Tube-Alloy as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless and a statement (ithe "Statement") in reflecting the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount calculation of the adjustment shall be (the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment")) to the Purchase Price pursuant to this Section 2.4. In The Closing Date Balance Sheet shall be prepared in accordance with GAAP. Purchaser shall provide the event that there are Unresolved Changes at Stockholders with access to copies of all work papers and other relevant documents to permit the end Stockholders to verify the accuracy of the Resolution entries contained in the Closing Date Balance Sheet. The Stockholders shall have a period of 30 calendar days after delivery of the Closing Date Balance Sheet and the Statement (the "Review Period") to review it and make any objections they may have in writing to Purchaser. If written objections to the Closing Date Balance Sheet or the Statement are delivered to Purchaser by the Stockholders within 10 days after the Review Period (the "Objection Period"), then the Stockholders and Purchaser shall attempt to resolve the matter or matters in dispute. If no written objections are made by the Stockholders within the Objection Period, then (1) if Buyer the Closing Date Balance Sheet and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party Statement shall be paid within five (5) Business Days after final and binding on the end of the Resolution Period and any additional amounts owing to such party parties hereto. If disputes with respect to the Unresolved Changes Closing Date Balance Sheet or the Statement cannot be resolved by the Stockholders and Purchaser within 30 calendar days after the Objection Period, then, at the request of Purchaser or the Stockholders, the specific matters in dispute shall be paid within five (5) Business Days after resolution thereof submitted to Ernst & Young L.L.P. or such other independent accounting firm as may be approved by the CPA FirmStockholders and Purchaser, or (2) which firm shall render its opinion as to such matters. Based on such opinion, such independent accounting firm will then send to the Stockholders and Purchaser its determination on the specified matters in all other casesdispute, any and all payments which determination shall be made within five (5) Business Days after resolution final and binding on the parties hereto. The fees and expenses of the Unresolved Changes such independent accounting firm shall be borne one-half by the CPA FirmStockholders and one-half by Purchaser. (fb) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at Within two business days following the Applicable Rate from date upon which the Closing Date up Balance Sheet becomes final and binding upon the parties pursuant to and including Section 2.4(a), (i) if the date of payment. (g) Any payments made Net Equity shown on the Closing Balance Sheet exceeds $15,834,839, Purchaser shall pay the Stockholders in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments immediately available funds an amount equal to the Purchase Price for all Tax purposesdifference and (ii) if the Net Equity shown on the Closing Balance Sheet is less than $15,834,839, the Stockholders shall pay to Purchaser in immediately available funds an amount equal to the difference.

Post-Closing Adjustment. (a) As soon as practicablePromptly, but in no any event later than 90 within 60 days following after the Closing Date, the Seller Parties Buyer shall prepare and deliver to the Company Seller a statement of Closing Date Valuestatement, which statement shall be audited and duly certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related Buyer as accurately setting forth Buyer’s good faith determination of (i) the Working Capital of the Business as of 11:59 PM Eastern Time on the date immediately prior to fresh-start accounting relating to Advantica's bankruptcy. The costs the Closing Date, together with the balance sheet of the Business from which such determinations were derived and expenses (ii) the aggregate amount of all Lease Breakage Costs, including reasonable supporting documentation therefor (such audit shall be borne equally between statement, together with such accompanying balance sheet and other documentation, the Company and the Seller Parties. The statement of “Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Statement”). (b) During the preparation sixty (60) day period following its delivery of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3Statement, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full or cause to be provided to Seller reasonable access to the all books and records and work papers (including those of Buyer’s accountants and auditors, subject to entry into customary confidentiality and access letters) relating to the Closing Statement and, to the extent in Buyer’s possession or control, any other items reasonably requested by Seller related thereto, provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. If Seller disagrees with Buyer’s determination of the Company Group used in Working Capital or any Lease Breakage Costs, as reflected on the preparation of such statementClosing Statement, including the provision on a timely basis of all necessary or useful information. Seller may, within sixty (c60) After days after receipt of the statement of Closing Date Value from Seller PartiesStatement, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers deliver a written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"“Dispute Notice”) to Buyer setting forth Seller’s calculation of each disputed item (each an “Item of Dispute”). If Buyer does not receive a Dispute Notice within sixty (60) days after delivery by Buyer of the Closing Statement, attempt to resolve their differences, and any resolution by them as to any disputed amounts the Closing Statement shall be final, conclusive and binding and conclusive. (d) Any amounts remaining in dispute at the conclusion upon each of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates Seller. If Buyer receives a Dispute Notice from Seller within sixty (such firm being referred to as the "CPA Firm"), within 10 60) days after the expiration delivery by Buyer of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.the

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than Within 90 calendar days following after the Closing Date, the Seller Parties Parent shall prepare and deliver to the Representative (i) an unaudited consolidated balance sheet of the Company as of the Measurement Time (the “Closing Balance Sheet”), and (ii) a statement (the “Post-Closing Statement”) setting forth Parent’s calculation of (A) the Working Capital as of the Measurement Time, including the components thereof, as calculated from the Closing Balance Sheet (the “Closing Date ValueWorking Capital”), which statement (B) the Company Cash as of the Measurement Time (the “Closing Date Cash”), (C) the Company Indebtedness as of the Closing Date (the “Closing Date Indebtedness”), and (D) the Transaction Expenses of the Company through the Closing (the “Closing Date Transaction Expenses”). The Closing Balance Sheet, Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses (x) will be prepared in accordance with GAAP using the same method and methodologies that were used in the preparation of (1) in respect of the Closing Date Working Capital, the Closing Working Capital Illustration and (2) in respect of the Closing Balance Sheet and the other items of the Post-Closing Statement, the Company’s audited financial statements as of and for the fiscal year ended December 31, 2021 (to the extent such method and methodologies are consistent with GAAP), (y) will not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the consummation of the Transactions, and (z) shall be audited based on the facts and certified by Deloitte & Touche LLPcircumstances that exist as of the Closing Date without taking into account the effects of the consummation of the Transactions. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between Parent will provide the Company Representative and the Seller Parties. The statement Representative’s representatives reasonable access during normal business hours to the books and records and its and the Third Surviving Entity’s employees and representatives to the extent necessary to determine the accuracy of Closing Date Value shall be the calculations set forth in reasonable detail the Post-Closing Statement and will instruct such employees and representatives to permit reasonably cooperate with the Representative and the Representative’s representatives in connection with their determination of the accuracy of the calculations required by this Section 2.3set forth in the Post-Closing Statement. (b) During The Representative may object to the preparation Closing Balance Sheet or Post-Closing Statement (or any component thereof) by written notice to Parent within 30 calendar days after the Representative receives the Closing Balance Sheet and the Post-Closing Statement. If the Representative does not so object, then the Closing Balance Sheet and the Post-Closing Statement (including all components set forth therein) will each be considered final at the end of the statement last day of that 30-day period. If the Representative does so object during such period and the Representative and Parent are unable to resolve their differences within 30 calendar days after the Representative so objected, then the Representative and Parent will instruct their respective accountants to use commercially reasonable efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Closing Balance Sheet and final Post-Closing Statement to the Representative and Parent as soon as possible. If the Representative’s accountants and Parent’s accountants are unable to resolve any such disputed items within 30 calendar days after receiving such instructions, then the Representative and Parent will submit a list of the remaining disputed items and the respective values attributable thereto to Ernst & Young or such other nationally recognized accounting firm mutually agreed by Parent and the Representative in writing (the “Accounting Firm”) for resolution, and they will instruct the Accounting Firm to determine the final Closing Balance Sheet, Closing Date Value Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses and to deliver its determination to the Representative and Parent as soon as possible. The Accounting Firm will consider only those items and amounts in the Representative’s and Parent’s respective calculations of the Closing Balance Sheet, Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses that are identified as being items and amounts to which the Representative and Parent have been unable to agree. In resolving any disputed item, the Accounting Firm must assign the item a value equal to or between the values claimed respectively by the Representative and Parent. The Accounting Firm will determine the Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, or Closing Date Transaction Expenses based solely on the written materials submitted by the Representative and Parent. The determination of the Accounting Firm will be final, conclusive and binding upon the Parties for all purposes and will be non-appealable, and Parent, the Representative and the Indemnitors each will not have any right to, and will not, institute any Action challenging such determination or with respect to the matters that are the subject of this Section 1.12, except that they will not be precluded from instituting or pursuing an Action to enforce such determination. Except as specifically set forth in Article 7 with respect to the Final Closing Date Transaction Expenses and the Final Closing Date Indebtedness, the provisions of this Section 1.12 shall be the sole recourse and remedies of the Parties against one another with respect to those items and amounts that are under dispute pursuant to this Section 1.12 and neither Parent nor any of the Company’s stockholders or the Representative (in the case of the Representative, except with respect to the Indemnitors pursuant to Sections 7.11(d) and 7.11(h)) shall be entitled to seek indemnification or recovery of any attorneys’ fees or other professional fees or expenses incurred by such Person in connection with any dispute governed by this Section 1.12. The Accounting Firm will act as an expert and not as an arbitrator. The Representative and Parent shall not have any ex parte communications with the Accounting Firm and any presentations and information provided to the Accounting Firm by a party shall be concurrently provided to the other party. The Accounting Firm shall allocate its fees and expenses between Parent and the Representative, on behalf of the Indemnitors, based upon the relative extent to which the positions of Parent and the Representative are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (x) the difference between the Final Merger Consideration as finally determined pursuant to this Section 1.12(b) and the Merger Consideration assuming all of the positions asserted by Parent in the Post-Closing Statement had been upheld in their entirety by the Accounting Firm and (y) the difference between the Final Merger Consideration as finally determined pursuant to this Section 1.12(b) and the Merger Consideration assuming all of the positions asserted by the Representative in an objection delivered by the Representative in accordance with this Section 1.12(b) had been upheld in their entirety by the Accounting Firm. By way of illustration, if the Representative’s calculations would have resulted in a $100,000 net payment from Parent to the Indemnitors, Parent’s calculations would have resulted in a $100,000 net payment from the Indemnification Escrow Fund to Parent and the Accounting Firm’s final determination results in an aggregate net payment of $50,000 to Parent pursuant to this Section 1.12(b), the Representative and Parent shall pay 75% and 25%, respectively, of the Accounting Firm’s fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any disputes under this Section 2.3(a1.12(b) before the Accounting Firm shall be borne by the party (in the case of the Representative, on behalf of the Indemnitors) incurring such costs and expenses. In no event shall the decision of the Accounting Firm assign a value to any item greater than the greatest value for such item claimed by either Parent or Representative or lesser than the smallest value for such item claimed by either Parent or Representative. Each of Parent and the period of any review or dispute as provided in this Section 2.3Representative will cooperate with and assist the Accounting Firm to determine the final Closing Balance Sheet, each of the Seller PartiesClosing Date Working Capital, the Company Closing Date Cash, Closing Date Indebtedness, and Buyer shall cooperate fully with each other Closing Date Transaction Expenses, including by making available and provide the other parties and their respective authorized representatives with full granting access to the books records, representatives, and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationemployees. (c) After receipt Within five Business Days of the statement final determination (such date, the “Final Determination Date”) of the Closing Date Value from Seller PartiesWorking Capital, Buyer shall have 30 days to review the statement of Closing Date ValueCash, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Indebtedness, and Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made Transaction Expenses in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless Section 1.12(b) (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.as

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within 30 calendar days following after the Closing Date, Buyer, with the assistance of any necessary Almo and Seller Parties shall personnel at no cost to Buyer, will prepare and deliver to the Company Sellers a statement of draft Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcySchedule 2.1 (the "Draft Closing Date Schedule") for the Business as of the close of business on the Closing Date. The costs and expenses of such audit shall Draft Closing Date Schedule will be borne equally between prepared in the Company same manner as Schedule 2.1, with the inventory reserve to be as set forth on 1.3(e) and the Seller Parties. The statement of Closing Date Value shall equipment value to be as set forth in reasonable detail to permit the calculations required by this Section 2.3on Schedule 1.2(d). (b) During If the preparation Sellers have any objections to the Draft Closing Date Schedule, they will deliver a detailed statement describing their objections to the Buyer within ten business days after receiving the Draft Closing Date Schedule. The Buyer and the Sellers will use reasonable efforts to resolve any such objections themselves. If the parties do not obtain a final resolution within ten calendar days from the delivery of Sellers' objections, the objections to the Draft Closing Date Schedule will be submitted to Deloitte & Touche within seven days of the statement termination of Closing Date Value as provided in Section 2.3(a) the ten-day resolution period referred to above for binding resolution. The Buyer will bear one-half of the fees and expenses of the accounting firm, and the period of any review or dispute as provided in this Section 2.3, each Sellers will bear the other one-half of the Seller Parties, the Company fees. Both parties will make their work papers and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access materials available to the books and records accounting firm. The determination of the Company Group used in accounting firm shall be made within 30 days after the preparation submission of such statementthe objections for resolutions, including and the provision determination shall be conclusive, final, and binding on a timely basis of all necessary or useful informationthe parties. (c) After receipt The Purchase Price will be adjusted as follows: 1. If the book or agreed value of the statement Acquired Assets minus the book or agreed value of the Assumed Liabilities, as reflected on the agreed to (or resolved or determined) Draft Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice Schedule (the "Resolution PeriodClosing Date Schedule")) plus $2,500,000, attempt is less than the cash amount paid by Buyer at the Closing, then Almo or the Sellers will pay to resolve their differencesthe Buyer within three days of the agreement to the Closing Date Schedule (or within three days of resolution, or determination by the accounting firm, of any objections thereto) an amount equal to the difference between (A) the cash amount paid by Buyer minus $2,500,000 and (B) the actual book or agreed value of the Acquired Assets minus the actual book or agreed value of the Assumed Liabilities as reflected on the agreed to (or resolved or determined) Draft Closing Date Schedule. 2. If the book or agreed value of the Acquired Assets minus the book or agreed value of the Assumed Liabilities, as reflected on the agreed to (or resolved or determined) Closing Date Schedule plus $2,500,000, is more than the cash amount paid by Buyer at the Closing then the Buyer will pay to the Sellers within three days of the agreement to the Closing Date Schedule (or within three days of resolution, or determination by the accounting firm, of any resolution objections thereto) an amount equal to the difference between (A) the book or agreed value of the Acquired Assets minus the book or agreed value of the Assumed Liabilities as reflected on the agreed to (or resolved or determined) Closing Date Schedule and (B) the cash amount paid by them Buyer minus $2,500,000. 3. If the book or agreed value of the Acquired Assets minus the book or agreed value of the Assumed Liabilities, as reflected on the agreed to any disputed amounts shall (or resolved or determined) Closing Date Schedule, is equal to the amount paid by Buyer minus $2,500,000 then there will be final, binding and conclusiveno adjustment to the Purchase Price. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm required to be designated as the CPA Firm, subject paid pursuant to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer Sections 2.1(c) 1 or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party 2 above shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) wire transfer in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmimmediately available funds. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no any event later than 90 within thirty (30) days following after Closing, Purchaser shall, under the Closing Datedirection and supervision of ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Seller Parties shall ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, or any of them, prepare and deliver to Seller a balance sheet of American Southern as of the Company a statement of Closing Date Value(the "Closing Balance Sheet"), which statement prepared in accordance with SAP reporting practices consistently applied (but subject to the provisions of Section 5.04(i)). Without limiting the generality of the foregoing sentence, the parties expressly agree that the Closing Balance Sheet shall be audited include amounts for insurance liability reserves calculated in a manner and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related using methodologies and assumptions consistent in all respects with American Southern's practice of calculating such reserves during the 24-month period immediately prior to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Date. (b) During Seller shall have fifteen (15) days after receipt of the Closing Balance Sheet in which to review such Closing Balance Sheet, and during such 15-day period, Purchaser shall make available to Seller and its representatives all information regarding preparation of the statement Closing Balance Sheet as may be reasonably requested by Seller, including, without limitation, access to all employees, books, records and work papers. If within such 15-day period Seller does not provide Purchaser with written notice of any objection to the Closing Date Value Balance Sheet, the Closing Balance Sheet shall be deemed accepted by, and final and binding upon, both parties. If Seller does provide Purchaser with written notice of any objection within such 15-day period, then the parties shall in good faith attempt to resolve such dispute within fifteen (15) days after Purchaser's receipt of Seller's objection notice. If such dispute cannot be resolved by the parties, the dispute shall be submitted to arbitration in accordance with the provisions of Article 9 hereof, except that the third arbitrator selected from a AAA list (as provided described in Section 2.3(a9.02) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationmust be an independent certified public accountant knowledgeable about SAP. (c) After receipt Once the Closing Balance Sheet has been deemed final and binding on the parties, whether by failure of Seller to object, agreement of the statement of Closing Date Value from Seller Partiesparties or arbitration, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) business days thereafter, Seller Parties shall pay to Buyer Purchaser in immediately available funds the amount, if any, by which the Stockholders' Equity reflected on the Closing Date Value exceeds Balance Sheet is less than $26,800,000, plus interest thereon at the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds Prime Rate in effect on the Closing Date Value (each, a "Post-Closing Adjustment"). In for the event that there are Unresolved Changes at the end period of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including through the date of payment. If such Stockholders' Equity as reflected on the Closing Balance Sheet is equal to or greater than $26,800,000, neither party shall owe the other any additional amounts. (gd) Any payments made in respect Notwithstanding anything to the contrary contained herein, the parties agree that all payables of any of the Post-Closing Adjustment Companies to Seller or Unresolved Changes any of its affiliates shall be deemed accrued on the Closing Balance Sheet and paid at Closing or paid prior to be adjustments to Closing (in which case the Purchase Price for all Tax purposesCompanies shall furnish Seller with satisfactory evidence of such payment).

Post-Closing Adjustment. The Aggregate Consideration shall be subject to adjustment after the Closing Date as specified in this Section 1.7. (a) As soon as practicable, but in no event later than 90 Within ninety (90) days following the Effective Time, ADAC shall, or shall cause PriceWaterhouseCoopers LLP or any successor accountant appointed by ADAC ("ADAC'S 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 net worth of the Company as of the Closing Date, the Seller Parties value of the assets of the Company shall, except with the prior written consent of ADAC, be calculated as provided in the second sentence of Section 5.12. The Sellers shall prepare cooperate and shall use their reasonable efforts to cause the officers and employees of the Company to cooperate with ADAC or ADAC's Accountant, as applicable, after the Closing Date in furnishing information, documents, evidence and other assistance to ADAC or ADAC's 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 Closing the Sellers, through the Sellers' Representative, as defined in Section 1.13, shall provide ADAC or ADAC's Accountant, as applicable, with the information and/or documents reasonably requested by ADAC or ADAC's Accountant, as the case may be, in order to facilitate the completion of the Post-Closing Audit by ADAC or ADAC's Accountant, as the case may be, within the aforementioned time period. In the event that ADAC 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) the determination made by ADAC or ADAC's Accountant, as applicable, of the Actual Company a statement Net Worth and (ii) the maximum amount that the 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 Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcyNet Worth (the "AGGREGATE CONSIDERATION ADJUSTMENT"). The costs and expenses Aggregate Consideration Adjustment shall take account of such audit shall be borne equally between the Company and reduction, if any, to the Seller Parties. The statement Aggregate Consideration already taken pursuant to clause (i) of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.31.6(b). (b) During The Sellers' Representative shall have thirty (30) days from the preparation receipt of the statement Financial Adjustment Notice to notify ADAC if the Shareholders dispute such Financial Adjustment Notice. If ADAC has not received notice of Closing Date Value as provided in Section 2.3(a) and such a dispute within such 30-day period, ADAC shall be entitled to receive from the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records shareholders of the Company Group used (which may, without limitation, at ADAC's sole discretion, be offset against any Contingent Merger Amount or Contingent Payment Amount (as defined in Section 9.10) or recovered from the preparation Escrow Amount) the Aggregate Consideration Adjustment. If, however, the Sellers' Representative has delivered notice of such statementa dispute to ADAC within such 30-day period, including then ADAC and the provision on a timely basis of all necessary or useful information. (c) After receipt Sellers' Representative shall mutually select in good faith an independent accounting firm that has not represented any of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days parties hereto within the preceding two (2) years to review the statement of Closing Date ValueCompany's books, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto)Financial Certificate, the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm Financial Adjustment Notice and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree related information to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer determine the amount, if any, by which of the Closing Date Value exceeds 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 Base Valuetransactions contemplated hereby, or (ii) Buyer shall pay to Seller Parties reviewed by ADAC or ADAC's Accountant, as applicable, during the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect 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 or Unresolved Changes shall be deemed 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 adjustments offset against any Contingent Merger Amount or Contingent Payment Amount or recovered from the 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 Purchase Price for all Tax purposestransactions 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) As soon as practicable, but in any event no event later than 90 one hundred twenty (120) days following the Closing Date, the Seller Parties Buyer shall prepare cause to be prepared and deliver delivered to the Company Seller the Audited Closing Date Balance Sheet and a statement setting forth the Working Capital Adjustment as of the close of business on the Closing Date (such statement, as it may be adjusted pursuant to Section 2.8(b), the "Closing Date Statement"). The Closing Date Statement shall be prepared in accordance with GAAP and consistent with the methodologies set forth in Schedule 1.1 of Exhibit B. Upon receipt of the Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller and the Seller's independent accountants shall be permitted during the succeeding thirty (30) day period to examine the Audited Closing Date Balance Sheet, the Closing Date Statement and the work papers used or generated in connection with the preparation of such documents and such other documents as the Seller may reasonably request in connection with its review. If, within thirty (30) days following delivery of the Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller shall not have given the Buyer notice of the Seller's objection to the Audited Closing Date Balance Sheet or any of the computations in the Closing Date Statement (which notice shall contain a statement of the Basis of such objection), then the Audited Closing Date ValueBalance Sheet and the Closing Date Statement will be final and binding upon the Parties, which statement shall be audited absent manifest error. If the Seller gives notice to the Buyer of the Seller's objection, and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company Buyer and the Seller Parties. The statement are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, each of the Buyer's and the Seller's positions with respect to the Audited Closing Date Value Balance Sheet and the computation of the Working Capital Adjustment in the Closing Date Statement will be submitted to Deloitte Touche LLP, independent certified public accountants, or such other firm of independent certified public accountants mutually selected by the Parties (the "Accountants") for resolution. If the Audited Closing Date Balance Sheet and the computation of Working Capital Adjustment are submitted to the Accountants for resolution, (x) each Party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to such issues and to discuss the same with the Accountants; (y) the Accountant's shall select either the Buyer's or the Seller's position on each disputed matter in the Audited Closing Date Balance Sheet and the Working Capital Adjustment in its entirety and such selection shall be set forth in reasonable detail binding and conclusive on the Parties and will be deemed to permit be the calculations required Audited Closing Date Balance Sheet and the final Working Capital Adjustment for the Closing Date Statement; and (z) the fees of the Accountants for such determination will be borne by this Section 2.3the Party whose positions have a net negative economic adjustment, taking into account all disputed matters. (b) During the preparation Within five (5) Business Days of the statement completion of the computations required by Section 2.8(a), (i) if the Working Capital Balance in the Audited Closing Date Value Balance Sheet is less than $19 Million, then the Seller shall pay to the Buyer an amount equal to the Working Capital Adjustment and (ii) if the Working Capital Balance in the Audited Closing Date Balance Sheet is greater than $19 Million, then the Buyer shall pay to the Seller an amount equal to the Working Capital Adjustment. In either case, such amounts shall be paid by wire transfer of immediately available funds to such account or accounts of the Buyer or the Seller, as provided in Section 2.3(a) the case may be, as may be designated by the Buyer or the Seller, as the case may be; provided, however, that amounts owed by the Seller to the Buyer may be netted against amounts owed by the Buyer to the Seller, and vise versa. If payment is being made after the period of any review or dispute as provided fifth business day referred to in this Section 2.32.8(b), each the amount of the Seller Partiespayment to be made pursuant to this Section 2.8 shall bear interest from and including such fifth business day to, but excluding, the Company date of payment at a rate per annum equal to seven percent (7%) for the first thirty days such payment is past due and Buyer at a rate per annum equal to fifteen percent (15%) for all subsequent periods such payment is past due, in either event not to exceed the maximum rate permitted by Law. Such interest shall cooperate fully with each other be payable at the same time as the payment to which it relates and provide shall be calculated on the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationa year of 365 days and the actual number of days for which due. (c) After receipt the Closing Date, the Seller will furnish, or cause to be furnished to the Buyer, its accountants and auditors, upon request of the statement of Buyer and as promptly as practicable, such information and assistance as is reasonably necessary for the Buyer to cause to be prepared the Audited Closing Date Value from Seller Parties, Buyer shall have 30 days to review Balance Sheet and the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusiveStatement. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to Except as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Section 2.8(a), the Buyer and the Seller shall be final, binding each bear its own expenses incurred in connection with the preparation and conclusive on review of the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or Audited Closing Date Balance Sheet and the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesStatement. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within 120 days following after the Closing Date, the Seller Parties shall Purchaser will use its reasonable best efforts to prepare and deliver to the Company a statement Seller Representative an unaudited consolidated balance sheet of the Acquired Companies as of the Closing Date Value(the "Closing Balance Sheet") and a written statement (together with the Closing Balance Sheet, which statement shall be audited the "Closing Statement") setting forth the Purchaser's calculations (the "Purchaser's Proposed Calculations") of (i) the Closing Working Capital, the Closing Net Debt, the Closing Transaction Expenses and certified the resulting purchase price adjustment based on the Closing Balance Sheet, and (ii) the Purchase Price based on the Closing Balance Sheet, the Closing Working Capital, the Closing Net Debt and the Closing Transaction Expenses calculated by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcyreference thereto. The costs and expenses of such audit shall be borne equally between the Company Closing Balance Sheet and the Seller Parties. The statement of Closing Date Value shall Purchaser's Proposed Calculations will be prepared in accordance with GAAP and the procedures, policies and methods set forth on, and used in reasonable detail to permit preparing, the calculations required by this Section 2.3Example Statement. (b) After receipt of the Closing Statement and the Purchaser's Proposed Calculations, the Seller Representative will have 30 days (the "Review Period") to review the Closing Statement and the Purchaser's Proposed Calculations. During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3Review Period, each of the Seller Parties, the Company Representative and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full Sellers' accountants will have reasonable access to the books and records of the Company Group used in Acquired Companies, the preparation personnel of, and work papers prepared by, the Purchaser and/or the Purchaser's accountants to the extent necessary for their evaluation of the Closing Statement and to such statementhistorical financial information relating to the Closing Statement and the Purchaser's Proposed Calculations as the Seller Representative may reasonably request for the purpose of reviewing the Closing Statement and the calculation of the Purchase Price and, including the provision on a timely basis of all necessary or useful informationif necessary, to prepare an Objection Statement (as defined below). (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on On or prior to the 30th last day after Buyerof the Review Period, the Sellers may object to the Closing Statement and the Purchaser's receipt from Proposed Calculations by delivering to the Purchaser a written statement setting forth a description in reasonable detail of its objections thereto (an "Objection Statement"). If no Objection Statement is delivered to the Purchaser by the Seller Parties Representative by the last day of the statement of Review Period, the Closing Date Value stating that Buyer has objections to Statement and the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall Purchaser's Proposed Calculations will be deemed to have been accepted by the Seller Representative, and agreed thus the Sellers, and will be final and binding upon the parties for all purposes under this Agreement. (d) If the Sellers timely deliver an Objection Statement to the statement of Closing Date Value. If on or prior Purchaser, then the Purchaser and the Sellers will negotiate in good faith to resolve any such objections set forth in the 30th day Objection Statement within 30 days after Buyer's receipt from the Seller Parties delivery of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice Objection Statement (the "Resolution Period"), attempt to resolve their differencesand, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining if the objections set forth in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), Objection Statement are so resolved within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated , the Closing Statement and the Purchaser's Proposed Calculations with such changes as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested may have been previously agreed in writing by the CPA FirmPurchaser and the Sellers, will be final and binding. If the Sellers and the Purchaser fail to reach an engagement letter containing reasonable terms. All fees and expenses relating agreement with respect to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation all of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be matters set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end Objection Statement before expiration of the Resolution Period, then (1) any amount remaining in dispute will be submitted for resolution to PwC or, if Buyer and Seller Parties agree that a Post-Closing Adjustment PwC is owed unwilling or unable to one Party regardless of the ultimate resolution of any Unresolved Changesserve, then ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or if neither PwC or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is willing or able to serve, then the minimum amount Purchaser and the Sellers will engage another mutually agreeable independent accounting firm of recognized national standing, which Buyer and Seller Parties agree firm is owed to such party shall be paid within five (5) Business Days after not the end regular auditing firm of the Resolution Period Purchaser, any Seller or any Acquired Company (such selected independent accounting firm, the "Independent Accounting Firm"). The Independent Accounting Firm will be required to render a determination of the applicable dispute within 30 days (or such other time as the Seller Representative and any additional amounts owing to such party with respect the Purchaser mutually agree in writing) after referral of the matter to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Independent Accounting Firm, or (2) which determination must be in writing in the English language and must set forth in reasonable detail the basis therefor. The Independent Accounting Firm may address only those items and amounts which are identified in the Objection Statement as being items which the Seller Representative and the Purchaser are unable to resolve. The parties hereto agree that all other cases, any and all payments shall adjustments will be made within five (5) Business Days after without regard to materiality. The resolution of the Unresolved Changes dispute by the CPA Independent Accounting Firm will be final and binding on and non-appealable by the parties. (e) The fees and expenses of the Independent Accounting Firm will be allocated between the Purchaser, on the one hand, and the Sellers, on the other hand, based upon the percentage that the amount actually disputed but not awarded to the Sellers or the Purchaser, respectively, bears to the aggregate amount actually disputed by the Seller Representative and the Purchaser. The fee portion payable by the Sellers will be split pro rata based on their Pro Rata Percentages set forth in Schedule I. (f) For purposes of complying with this Section 1.3, the Purchaser and each Seller will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may reasonably request and are available to such Person (or its accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss such items with the Independent Accounting Firm. (fg) Upon the final determination, in accordance with this Section 1.3, of the Closing Statement and the final calculation of the amounts of the Closing Working Capital, the Closing Net Debt and the Closing Transaction Expenses calculated by reference thereto, the Final Purchase Price Adjustment will be calculated using such finally determined amounts. If the Final Purchase Price Adjustment is not equal to the Estimated Purchase Price Adjustment, then a payment will be made by the Purchaser to the Sellers, or by the Sellers to Purchaser, as follows: (i) if the Purchase Price, as finally determined in accordance with this Section 1.3, is greater than the Closing Consideration, then the Purchaser will pay the amount of such difference to the Sellers (pro rata based on the Sellers' Pro Rata Percentages); or (ii) if the Closing Consideration is greater than the Purchase Price, as finally determined in accordance with this Section 1.3, then the Sellers will pay the amount of such difference to the Purchaser (pro rata based on the Sellers' Pro Rata Percentages). (h) Any payments payment to the Purchaser pursuant to Section 1.3(g)(ii) will be made by the Escrow Agent solely from the Adjustment Escrow Amount to the Purchaser's account specified on Schedule II pursuant to the terms of the Escrow Agreement. Notwithstanding the preceding sentence or anything in this Agreement to the contrary, any amounts payable by the Sellers to the Purchaser pursuant to Section 1.3(g)(ii) will be satisfied solely from, and will be exclusively limited to, the Adjustment Escrow Amount. Any payment to the Sellers pursuant to Section 1.3(g) will be paid to the Sellers by the Purchaser by wire transfer of immediately available funds to the accounts specified on Schedule I. Any Adjustment Escrow Amount outstanding as of the expiration of the Adjustment Payment Period (as defined below) will be disbursed to the Sellers pursuant to the Escrow Agreement. Any payment made pursuant to this Section 2.3 shall 1.3(h) will be accompanied by interest at the Applicable Rate from the Closing Date up to and including (i) made within three Business Days of the date of paymenton which the Final Purchase Price Adjustment is determined (the "Adjustment Payment Period") and (ii) treated as an adjustment to the final purchase price by the parties for Tax purposes, unless otherwise required by Law. (gi) Any payments made in respect The purpose of this Section 1.3 is to determine the Post-Closing Adjustment or Unresolved Changes shall final Purchase Price to be paid by the Purchaser under this Agreement. Accordingly, any adjustment pursuant hereto will neither be deemed to be adjustments an indemnification pursuant to the Purchase Price for all Tax purposesARTICLE 8, nor preclude any party from exercising any indemnification rights pursuant to ARTICLE 8.

Post-Closing Adjustment. (a) As soon promptly as practicable, but in no event later than 90 days following 45 days, after the Closing Date, the Seller Parties Greystone shall prepare and deliver to the Company ▇▇▇▇▇▇▇ a statement of Closing Date setting forth Greystone’s good faith calculation of: (i) the Net Asset Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between (ii) the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. Corporate Net Debt (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3including, specifically, each of the Seller PartiesCorporate Debt, Net of Payoffs, and the Corporate Cash), and (iii) the resulting Contribution Amount (together, the Company “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 calculated by Greystone in a manner consistent with the Agreed Accounting Principles and Buyer shall cooperate fully with each other the definitions set forth herein. Following delivery of the Closing Statement and provide until the other parties Closing Statement has become final and binding as set forth in this Section 1.6, subject to COVID-19 Measures, upon the written request of ▇▇▇▇▇▇▇, Greystone, the Greystone Contributed Entities and their respective authorized representatives with full 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 Company Group 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 statementagent, including independent public accountant or other representative either (x) is bound by confidentiality obligations at least as restrictive as those set forth in the provision on Confidentiality Agreement, (y) is subject to a timely basis professional duty of all necessary confidentiality, or useful information(z) enters into a customary access letter reasonably satisfactory to Greystone. (cb) After If ▇▇▇▇▇▇▇ disagrees with the Closing Statement or the calculations of the amounts set forth in the Closing Statement, then, ▇▇▇▇▇▇▇ shall inform the Chief Executive Officer by telephone call (followed by email to memorialize such telephone call) or email (followed by a telephone call for discussion) of such disagreement (the “Informal Notice”) and Greystone and ▇▇▇▇▇▇▇ shall negotiate in good faith to resolve any disagreement within 60 days after receipt of the statement of Closing Date Value from Seller PartiesInformal Notice (the “Good Faith Discussions” and such period, Buyer shall have 30 days the “Initial Good Faith Discussion Period”). Any item or amount not objected to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice Informal Notice shall become final and binding on the Parties for purposes of this Agreement, except to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating extent that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted an adjustment to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall Disputed Item made in accordance with GAAP and in any event shall this Section 1.6 requires an offsetting adjustment to be no less than the lesser made thereto. If ▇▇▇▇▇▇▇ fails to deliver an Informal Notice to Greystone within 60 days after delivery of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered Closing Statement to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value▇▇▇▇▇▇▇, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event ▇▇▇▇▇▇▇ notifies Greystone in writing that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changesit will not deliver an Informal Notice, then the minimum amount which Buyer and Seller Parties agree is owed to such party Closing Statement in its entirety shall be paid within five (5) Business Days after final and binding on the end Parties for purposes of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes this Agreement. The Closing Statement shall be paid within five (5) Business Days after resolution thereof by revised to reflect the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of each item agreed to in the Unresolved Changes by the CPA FirmGood Faith Discussions. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than Within 90 days following after the Closing Date, Purchaser shall compute the Seller Parties amount of the Leardata Adjusted Working Capital at the Closing Date and the Leardata Adjusted Net Worth at the Closing Date, and shall prepare and deliver provide to the Company a statement Pledging Shareholders, for the Pledging Shareholders' review and approval, its computations and working papers reflecting how such computations were made. If the Pledging Shareholders have any objections to the amount of Closing Date ValueLeardata Adjusted Net Working Capital or Leardata Adjusted Net Worth determined by Purchaser, which statement they will deliver detailed statements describing their objections to Purchaser within 30 days after receiving Purchaser's computations and working papers reflecting how Purchaser's computations were made. The parties will use their reasonable efforts to resolve any such objections. If, however, the parties do not obtain final resolution of this matter within 30 days after Purchaser has received the statements of objections, the dispute shall be audited and certified by referred to Deloitte & Touche LLP. Such statement shall exclude any adjustments related to freshLLP (the "Accountant") within 15 days following such 30-start accounting relating to Advantica's bankruptcyday period. The costs ---------- Accountant's determination of such Leardata Adjusted Working Capital and Leardata Adjusted Net Working Capital shall be binding upon all parties. Purchaser and the Pledging Shareholders shall use their best efforts to aid the Accountant in reaching a decision within 30 days from the date the Accountant is so selected. Purchaser and the Shareholders will share responsibility for the fees and expenses of such audit shall be borne equally between the Company and Accountant based on the Seller Parties. The statement degree to which the Accountant accepts the respective positions of Closing Date Value shall be set forth in reasonable detail to permit the calculations required parties, as conclusively determined by this Section 2.3the Accountant. (b) During If either the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute Leardata Adjusted Working Capital at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless is less than $4.8 million or the Leardata Adjusted Net Worth at the Closing Date is less than $5.0 million, then, in such event, the Pledging Shareholders shall pay to Purchaser within 10 business days of such determination a cash amount equal to the greater of the following: (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the The difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm $4.9 million and the amount reflected in Leardata Adjusted Working Capital at the statement of Closing Date Value prepared by Seller Parties, and Date; and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the The difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm $5.1 million and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which Leardata Adjusted Net Worth at the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA FirmDate. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon promptly as practicablepossible after the Closing, but in no event later than 90 ninety (90) days following the Closing DateClosing, the Seller Parties Purchaser shall prepare and deliver to the Company Sellers a report (the “Closing Date Financial Report”) setting forth (i) a statement of the Closing Date Value, which statement shall be audited Net Working Capital; and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy(ii) a calculation of the Working Capital Adjustment based on such report. The costs and Purchaser shall bear any third-party expenses of such audit shall be borne equally between or fees incurred in preparing the Company and the Seller PartiesClosing Date Financial Report. The statement of Closing Date Value Purchaser shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review deliver or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access make available to the books and records of the Company Group used in the preparation of such statementSellers promptly, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof written request, any work papers or other information used by the CPA Firm, or (2) Purchasers in all other cases, any and all payments shall be made within five (5) Business Days after resolution connection with the preparation of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up Financial Report requested by the Sellers. If the Sellers do not object in writing to the Closing Date Financial Report within thirty (30) days after its delivery to the Sellers, such Closing Date Financial Report will automatically become final and including conclusive and the date of payment. (g) Any payments made Closing Date Net Working Capital and the Working Capital Adjustment therein shall be the final Closing Date Net Working Capital and the final Working Capital Adjustment, respectively; provided that such 30-day period shall be tolled while Sellers are waiting to receive any work papers or other information reasonably requested by Sellers that were used by the Purchaser in respect connection with its preparation of the PostClosing Date Financial Report. In the event that the Sellers object in writing to the Closing Date Financial Report within such 30-day period, as extended, the Sellers and the Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Adjustment Date Financial Report. If the Sellers and the Purchaser agree on the content of the Closing Date Financial Report, such Closing Date Financial Report will become final and conclusive. If the Sellers and the Purchaser are unable to reach agreement within fifteen (15) days after the delivery of such objection by the Sellers to the Closing Date Financial Report, then the Independent Accountants will promptly be retained to undertake a determination of the Closing Date Financial Report, which determination will be made as quickly as possible. Only disputed items (plus any items deemed by the Independent Accountants to be reasonably necessary to a determination of the disputed items) will be submitted to the Independent Accountants for review. In resolving any disputed item, the Independent Accountants may not assign a value to such item greater than the greatest value for such item claimed by either Party or Unresolved Changes less than the lowest value for such item claimed by either Party, in each case as presented to the Independent Accountants. The determination of the Independent Accountants will be final and binding on the Sellers and the Purchaser and the Closing Date Net Working Capital and the Working Capital Adjustment, determined by the Independent Accountants shall be deemed to the final Closing Date Net Working Capital and the final Working Capital Adjustment, respectively. The fees and expenses of the Independent Accountants will be adjustments paid by the Purchaser and the Sellers in the same proportion as the dollar amount of the determination in such party’s favor reflected in the Closing Date Financial Report bears to the Purchase Price for total dollar amount of all Tax purposesdisputed items.

Post-Closing Adjustment. 2.5.1 As promptly as practicable after the Closing Date (a) As soon as practicable, but in no event later than 90 days following March 15, 1996), the Company Stockholders, with Purchaser's cooperation, will cause the Minneapolis office of the accounting firm of Coopers & Lybrand to prepare ▇▇▇ ▇▇▇iver concurrently to Purchaser and the Company Stockholders a consolidated balance sheet of the Company (the "Closing Date Balance Sheet"), calculating the Company's and the Subsidiary's "Net Working Capital" in accordance with and as defined in the accounting policies and procedures set forth on Schedule 2.4. The fees and expenses of Coopers & Lybrand will be share▇ ▇▇▇▇▇ly by Purchaser and the Company Stockholders. 2.5.2 For purposes of this Agreement, the "Post Closing Adjustment" shall be calculated by subtracting the "Adjusted Net Working Capital" of the Company from the Company's Bid Balance Sheet, as determined in accordance with and as defined in the accounting policies and procedures set forth on Schedule 2.4, from the Net Working Capital. 2.5.3 If either Purchaser or the Company Stockholders' Agent claims that the Closing DateDate Balance Sheet or the calculation of the Post Closing Adjustment has not been prepared or calculated in accordance with the accounting policies and procedures set forth on Schedule 2.4, the Seller Parties shall prepare and it will deliver to the Company other party a detailed statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between describing the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing for any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, claim within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 15 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or receiving the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm Balance Sheet. Purchaser and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of Company Stockholders will use reasonable efforts to resolve any such claims themselves. If they do not obtain a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then final resolution within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which 15 days after receiving the Closing Date Value exceeds Balance Sheet, however, Purchaser and the Base ValueCompany Stockholders' Agent will select another accounting firm mutually acceptable to them to resolve any remaining such claims. If Purchaser and the Company Stockholders' Agent are unable to agree on the choice of an accounting firm, or (ii) Buyer they will select an Arbitrating Accountant. Upon submission to the Arbitrating Accountant for resolution, Purchaser shall pay indicate in writing its position on each disputed matter and the Company Stockholders shall do likewise. The Arbitrating Accountant shall choose one of the two positions on each disputed matter no later than May 15, 1996 and such position will be conclusive and binding upon Purchaser and the Company Stockholders with respect to Seller Parties the amount, if any, by which the Base Value exceeds that disputed matter. Purchaser will revise the Closing Date Value (each, a "Post-Closing Adjustment"). In Balance Sheet and the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Post Closing Adjustment is owed as appropriate to one Party regardless of reflect the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made claims pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from 2.5.3. The terms "Final Closing Date Balance Sheet" and "Final Post Closing Adjustment" mean the Closing Date up Balance Sheet and the Post Closing Adjustment, together with any revisions thereto pursuant to this Section 2.5.3 and including Schedule 2.4. The Arbitrating Accountant shall determine the date proportion of payment. (g) Any payments made in respect its fees and expenses to be paid by each of the Post-Closing Adjustment or Unresolved Changes shall be deemed Purchaser and the Company Stockholders, the greater the degree to be adjustments to which the Purchase Price for all Tax purposesArbitrating Accountant has accepted the position of a party, the smaller the proportion of fees and expenses assessed.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 days following Following the Closing DateClosing, the Seller Selling Parties shall prepare and deliver to the Company Silgan a statement of setting forth the Closing Indebtedness, the Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company Book Cash Balances and the Seller Parties. The statement of Closing Date Value shall be set forth Working Capital, in reasonable detail each case separately identifying the amounts attributable to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller PartiesSubject Companies (such statement, in its final and binding form, the Company and Buyer "Closing Statement"). Silgan shall cooperate fully with each other and provide the other parties Selling Parties and their respective authorized representatives with and accountants full access upon reasonable advance request to the books and records of the Company Group used in the preparation of such statementBusiness, including working papers of its accountants, and to any employees, to the provision extent necessary for the Selling Parties to prepare the Closing Statement, such access to continue until the agreement or determination of the final and binding Closing Statement. The calculations of the Closing Indebtedness, the Closing Date Book Cash Balances and the Closing Working Capital shall be prepared as provided in this Section 2.5. (b) For the purpose of preparing the Closing Statement, the Selling Parties shall cause the Subject Companies to conduct a physical inventory as of an agreed upon date (or dates) on a timely basis or prior to Closing of the Subject Companies' Inventory which shall be valued in accordance with the Amcor Financial Procedures and Controls. Silgan and its representatives shall be entitled to observe such physical inventory and shall have full access to the relevant books and records of the Selling Parties upon reasonable advance request and to request copies of supporting documents for the purpose of verifying the amounts set forth therein. As soon as practical following the Closing Date and in any event within ninety (90) days thereof, the Selling Parties shall prepare and deliver to Silgan their proposed Closing Statement. For purposes of preparing the Closing Statement and determination of the Final Purchase Price (as defined in clause (f) below), the Parties hereby agree that (i) the Selling Parties shall translate all necessary or useful informationamounts denominated in local currencies into Euros using the Exchange Rate as of the Closing Date, and (ii) cash received by the Subject Companies on the Closing Date shall be for the account of the Purchasers. (c) After receipt of Silgan shall, within sixty (60) days after the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review delivery by the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Selling Parties of the statement proposed Closing Statement, complete its review of the proposed Closing Statement. The Selling Parties shall provide Silgan, its Affiliates and their respective representatives and accountants with reasonable access to the books and records, including working papers, used by the Selling Parties and their accountants to prepare the proposed Closing Statement, such access to continue until the agreement or determination of the final and binding Closing Statement. The proposed Closing Statement shall be binding and conclusive upon, and deemed accepted by, Silgan, unless Silgan shall notify the Selling Parties in writing within sixty (60) days after delivery of the Closing Statement of any good faith objection thereto (a "Silgan's Objection"). Silgan may not deliver more than one Silgan's Objection and may not amend its Silgan's Objection once it has been delivered to the Selling Parties other than to delete objections. A Silgan's Objection shall set forth a description in reasonable detail of the basis of the Silgan's Objection and the adjustments to the Closing Indebtedness, the Closing Date Value stating Book Cash Balances and the Closing Working Capital reflected on the proposed Closing Statement that Buyer has objections to the statement of Closing Date Value and describing any such objections Silgan believes should be made. Any items not disputed in reasonable detail, Buyer a Silgan's Objection shall be deemed to have been accepted and agreed by Silgan. The Parties agree that they shall not object to or otherwise challenge the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusiveTarget Working Capital Amount. (d) Any amounts If the Selling Parties and Silgan are unable to resolve in good faith all of their disputes with respect to the proposed Closing Statement within thirty (30) days following the Selling Parties' receipt of a Silgan's Objection, they shall refer their remaining in dispute at differences for decision to Deloitte & Touche LLP; provided that the conclusion individuals reviewing such Silgan's Objection shall not have worked on any matters for Amcor Australia or Silgan, provided, however, that if Deloitte & Touche LLP refuses to serve, is unable to serve or is not independent of the Resolution Period ("Unresolved Changes") Parties, the Selling Parties shall be submitted to a nationally select another internationally recognized firm of independent public accountants that is independent of, of both the Selling Parties and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates Silgan (Deloitte & Touche LLP or such firm other accountants being referred to as the "CPA Firm"). If the Parties do not resolve their disputes within the first fifteen (15) days of such thirty (30) day period, the Chief Executive Officers of Amcor Australia and Silgan (or the respective members of senior management designated by each of them) shall attempt in good faith to resolve any such dispute within 10 the final fifteen (15) days of such thirty (30) day period. The CPA Firm shall resolve any such disagreements (based solely on its review of the written presentations of Silgan and the Selling Parties), and its decision shall be final and binding on the Parties upon delivery of the written opinion set forth in sub-clause (iii) below. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (i) Within fifteen (15) days after the expiration end of the Resolution Period. thirty (30) day period referred to above, each of Silgan and the Selling Parties shall submit any unresolved elements of the Closing Statement to the CPA Firm in writing (with a copy to each other), supported by any documents and/or affidavits upon which it relies. (ii) The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated CPA Firm shall deliver its written opinion within twenty (20) days following its receipt of the information provided for in sub-clause (i) above, or such longer period of time as the CPA Firm, subject Firm determines is necessary not to verification exceed thirty (30) days. The scope of its independencethe disputes to be resolved by the CPA Firm is limited to the unresolved portion of the Silgan's Objection. Each party agrees Silgan and the Selling Parties shall make readily available to execute, if the CPA Firm all relevant books and records and any working papers (including those of the Parties' respective accountants) relating to the proposed Closing Statement and all other items reasonably requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and it being understood that the CPA Firm shall have the right to request additional submissions from the Parties. (iii) Any expenses relating to the work, if any, to be performed by engagement of the CPA Firm shall be borne pro rata by Seller Parties allocated between Silgan, on the one hand, and Buyer the Selling Parties, jointly and severally, on the other hand, so that Silgan's share of such costs shall be in the same proportion to that (x) the allocation of the dollar aggregate amount of the Unresolved Changes between Buyer and Seller Parties made disputed items submitted by Silgan to the CPA Firm that are unsuccessfully disputed bears to (y) the total amount of all disputed items submitted by Silgan to the CPA Firm. The Selling Parties, such that jointly and severally, and Silgan shall each bear the prevailing party shall pay fees of their respective counsel, auditors and other representatives incurred in connection with the lesser proportion determination and review of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the proposed Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesStatement. (e) In The proposed Closing Statement shall become final and binding on the event that Buyer and Seller Parties agree to upon the statement earliest of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller if no Silgan's Objection has been given with respect to the proposed Closing Statement, the expiration of the period within which Silgan must make its objection pursuant to Section 2.5(c); (ii) the date of agreement in writing between the Selling Parties and Silgan that the proposed Closing Statement, together with any modifications thereto agreed in writing by the Selling Parties and Silgan, shall pay be final and binding; and (iii) the date on which the CPA Firm shall issue and deliver to Buyer Silgan and Amcor Australia its written determination with respect to any dispute relating to the amountproposed Closing Statement. (f) Promptly after the Closing Statement and the determination of the Closing Indebtedness, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds Book Cash Balances and the Closing Date Value Working Capital become final and binding under clause (eache) above, a the Purchase Price shall, to the extent required, be recalculated by giving effect to such components of the Purchase Price as are set forth in the Closing Statement (as recalculated, the "Post-Closing AdjustmentFinal Purchase Price"). In Subject to any adjustments made pursuant to Section 2.5(h), if the event that there are Unresolved Changes at Estimated Purchase Price is greater than the end of Final Purchase Price, the Resolution PeriodSelling Parties, then (1) jointly and severally, shall, and if Buyer and Seller Parties agree that a Post-Closing Adjustment the Final Purchase Price is owed to one Party regardless of greater than the ultimate resolution of any Unresolved ChangesEstimated Purchase Price, then Silgan shall, or shall cause the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid Purchasers to, within five (5) Business Days after the end Closing Statement becomes final and binding on the Parties, make payment by wire transfer to an account specified by Silgan or the Selling Parties, as the case may be, in immediately available funds of the Resolution Period and any additional amounts owing to amount of such party difference, together with respect interest thereon from the Closing Date to the Unresolved Changes date of payment at the Closing Date Interest Rate, which interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed. Notwithstanding anything herein to the contrary, any amounts that are owed by one Party to the other pending final resolution of the Final Purchase Price that are not in dispute between the Selling Parties and Purchaser in the Selling Parties' proposed Closing Statement shall promptly be paid within (plus any interest calculated in accordance with this clause (f)) by the relevant Party no later than five (5) Business Days after resolution thereof following delivery by the CPA Firm, or (2) in all other cases, any Selling Parties of the proposed Closing Statement and all payments the disputed portion of the Final Purchase Price shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of paymentpaid as provided above. (g) Any payments made Notwithstanding anything herein to the contrary, the Silgan Indemnitees shall not be entitled to make any claim for indemnification pursuant to this Agreement if such claim was raised by Silgan in respect the Silgan's Objection for the purpose of adjusting the Estimated Purchase Price in determining the Final Purchase Price. (h) In the event that pursuant to Section 3.4, any of the Post-Specified Interests are not transferred to the applicable Purchaser prior to the date the Closing Adjustment or Unresolved Changes Statement becomes binding and final, for the purpose of determining the Final Purchase Price, the Target Working Capital Amount shall be deemed reduced by the applicable Specified Interest Target Working Capital Amount, each of the Closing Date Book Cash Balances and the Closing Date Working Capital shall be reduced by the respective amounts attributable to such Specified Interests and the Closing Indebtedness shall be adjustments increased or decreased, as applicable, by the respective amounts attributable to such Specified Interest, as set forth in the Closing Statement and the Selling Parties or Silgan and the Purchasers, as applicable, shall pay any amounts due under Section 2.5(f) only for the Purchased Equity and Purchased Assets transferred to the Purchasers prior to the Closing Statement becoming final and binding. The applicable Selling Party or the applicable Purchaser shall pay the portion of the adjustment to the Purchase Price for all Tax purposescalculated in accordance with Section 2.5(f) and this Section 2.5(h) attributable to any Specified Interest not transferred to the applicable Purchaser prior to the date the Closing Statement becomes binding and final (the "Specified Interest Adjustment Amount") only at such time, if any, as such Specified Interest is sold pursuant to Section 3.4(b). If such Specified Interest is not sold to the applicable Purchaser, the Specified Interest Adjustment Amount shall not be paid by either the applicable Purchaser or Selling Party.

Post-Closing Adjustment. (a) As soon as practicableOn or before May 31, but in no event later than 90 days following the Closing Date2003, the Seller Parties Purchaser will cause to be prepared a statement (the "POST-CLOSING STATEMENT") in the form of SCHEDULE 2.3(A), which lists (i) the cash of the Company as of the Balance Sheet Date (the "PURCHASER'S CLOSING CASH BALANCE"), (ii) the amounts of the short-term asset and short-term liability accounts of the Company listed thereon, and (iii) the amount calculated by subtracting the sum of such short-term liability accounts from the sum of such short-term asset accounts (the "PURCHASER'S CLOSING WORKING CAPITAL BALANCE"), together with the work papers and other supporting documents used by the Purchaser to prepare the Post-Closing Statement. (b) The amounts set forth in the Post-Closing Statement shall prepare be calculated in accordance with SCHEDULE 2.3(B) and deliver to reflect the financial position of the Company on a consolidated basis as of the Balance Sheet Date in accordance with GAAP consistent, to the extent such Audited Company a statement Financial Statements are in accordance with GAAP, with those used in the preparation of the Audited Company Financial Statements as of December 31, 2001. (c) Within 30 days after receipt of the Post-Closing Date ValueStatement, which statement the Sellers' Representative shall notify the Purchaser whether the Sellers accept or dispute the accuracy of the Post-Closing Statement. If the Sellers' Representative has not given any such notice to the Purchaser within the time period set forth in the preceding sentence or timely accepts the Post-Closing Statement, the Post-Closing Statement shall be audited and certified by Deloitte & Touche LLPdeemed to be final for purposes of this Section 2.6 (the "FINAL POST-CLOSING STATEMENT"). Such statement shall exclude If the Sellers' Representative disputes the accuracy of any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit items, it shall be borne equally between in the Company and the Seller Parties. The statement notice of Closing Date Value shall be such dispute set forth in reasonable detail to permit those items that it believes do not fairly present the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records financial position of the Company Group on a consolidated basis as of the Balance Sheet Date in accordance with GAAP consistent, to the extent such Audited Company Financial Statements are in accordance with GAAP, with those used in the preparation of such statementthe Audited Company Financial Statements as of December 31, including 2001. The Purchaser and the provision on a timely basis of all necessary or useful information. (c) After receipt of Sellers' Representative shall then meet and in good faith use their reasonable best efforts to try to resolve their disagreements over the statement of disputed items. If the Purchaser and the Sellers' Representative resolve their disagreements in accordance with the foregoing sentence, the Post-Closing Date Value from Seller PartiesStatement with those modifications, Buyer if any, that shall have 30 days to review been agreed by the statement of Closing Date Value, together with Purchaser and the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer Sellers' Representative shall be deemed to have accepted and agreed to be the statement of Final Post-Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusiveStatement. (d) In no event shall the Sellers' Representative be entitled to dispute any item on the Post-Closing Statement to the extent that the amount for such item is the same as the amount for the corresponding item on the Closing Statement. Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") such item shall not be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred the Independent Accountant but shall be conclusively as set forth in the Post-Closing Statement to the extent it is the same as the "CPA Firm"amount for the corresponding item on the Closing Statement. (e) If the Purchaser and the Sellers' Representative are unable to resolve any disagreement (other than as set forth in Section 2.6(d), ) within 10 30 days after the expiration notification of disagreement by the Sellers' Representative pursuant to Section 2.6(c), then Purchaser and the Sellers' Representative shall submit the matter to the Independent Accountant pursuant to Section 10.5(b) hereof. With respect to any dispute so submitted, the parties shall instruct the Independent Accountant to consider only those items and amounts set forth in the Post-Closing Statement as to which the Purchaser and the Sellers' Representative have not resolved their disagreement. The resolution of the Resolution Perioddisputed items by the Independent Accountant shall, along with any items resolved between the Purchaser and the Sellers' Representative and the undisputed items in the Post-Closing Statement, constitute the Final Post-Closing Statement. (f) Upon determination of the Final Post-Closing Statement, the Purchase Price shall be adjusted by an amount (the "FINAL CLOSING ADJUSTMENT") equal to (i) the Final Closing Cash Balance, plus (ii) the Final Closing Working Capital Balance, minus (iii) the Target Working Capital, and minus (iv) the Closing Adjustment, giving effect for purposes of such calculation to whether each number is negative or positive. The parties acknowledge For purpose of this Section 2.6(f), the "FINAL CLOSING CASH BALANCE" shall be the Closing Cash Balance set forth in the Final Post-Closing Statement, and the "FINAL CLOSING WORKING CAPITAL BALANCE" shall be the Closing Working Capital Balance set forth in the Final Post-Closing Statement. For the avoidance of doubt and by way of example of the foregoing, in the event that Ernst & Young the Final Closing Cash Balance is a mutually acceptable firm to be designated U.S.$4,000,000, the Final Closing Working Capital Balance is U.S.$5,000,000 and the Base Price was increased by $4,000,000 at the Closing as the CPA FirmClosing Adjustment, subject to verification of its independence. Each party agrees to execute, if requested by then the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm Purchase Price shall be borne pro rata increased post-Closing by Seller Parties and Buyer in proportion to U.S.$2,000,000, which is the allocation of the dollar amount of the Unresolved Changes between Buyer excess working capital that was not paid to the Sellers' at the Closing. (g) If the Final Closing Adjustment is negative, the Sellers shall pay to Purchaser the amount of such reduction, and Seller Parties made if the Final Closing Adjustment is positive, Purchaser shall pay to the Sellers the amount of such increase, in each case by wire transfer of immediately available U.S. Dollar funds to an account or accounts designated by the CPA Firm, such that Person or Persons receiving payment within three business days after the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the final determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by of such reduction or increase in the Purchase Price, plus interest compounded daily on the amount paid for the actual number of days elapsed from the Closing to the date of such payment at a rate (the "INTEREST RATE") equal to the annualized weekly average rate of a 90 day Treasury bill, as published in the Wall Street Journal for the week ended prio▇ ▇▇ the date hereof. In the event that either Buyer or Seller Parties and shall be no greater than the greater party fails to pay such amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission final determination of such amount, the Unresolved Changes thereto, paying party shall be set forth required to pay the other party interest from the date of final determination at an interest rate of 2% over the Interest Rate, plus any reasonable and documented attorney's fees incurred in a written statement delivered connection with the collection of such amount. Any payment to Seller Parties and Buyer and the Sellers shall be final, binding and conclusive on divided amongst the parties for all purposes. Notwithstanding Sellers in the same proportion as the Purchase Price. (h) With respect to any provision herein to the contrary, no Unresolved Change shall result decrease in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto)payable to it under this Section 2.6, subject to Section 10.3, the amount determined Purchaser shall be paid any Final Closing Adjustment directly by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party Sellers regardless of the ultimate resolution balance of any Unresolved Changesthe Holdback Amount or the Escrow Amount. Notwithstanding the foregoing, then the minimum amount which Buyer and Seller Parties agree is owed to such party Purchaser shall be paid within five entitled (5but not required) Business Days after to make a claim under the end of Escrow Agreement or set-off any amount against the Resolution Period and Holdback Amount for any additional amounts owing such amount payable to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmit. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within 60 days following after the Closing Date, the Seller Parties Buyer shall prepare cause to be prepared and deliver delivered to the Company Seller a written statement calculating the Closing Adjustment as reflected on the Closing Balance Sheet (the “Closing Adjustment Statement”). The Buyer shall provide a reasonable description of any differences between the Closing Date ValueAdjustment Statement and the Closing Financial Statements, which statement to the extent such differences exist; however, in any event the Closing Adjustment Statement shall be audited prepared in accordance with Schedule 1.24 and certified Section 1.28. Subject to the confidentiality provisions of Section 6.3(a) hereof, the Buyer shall permit the Seller and its accountants to review promptly upon request, on-site or otherwise, during normal business hours at the Seller’s sole discretion, all records reasonably necessary for the evaluation by Deloitte & Touche LLP. Such statement shall exclude any adjustments related the Seller of the calculation of the Closing Adjustment, and to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses take copies of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3records. (b) During If the preparation Seller disputes the Closing Adjustment, Inventory Report or Accounts Receivable Report as determined by the Buyer, the Seller shall deliver to the Buyer a Notice of Dispute not more than 30 days after the date the Seller receives the Buyer’s written determination of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of Adjustment. If the Seller Partiesfails to deliver a Notice of Dispute within such 30-day period, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted the Closing Adjustment, the Inventory Report and/or the Accounts Receivable Report as determined by the Buyer. Upon receipt of the Notice of Dispute, the Seller and agreed the Buyer shall promptly consult with each other with respect to the statement specified points of Closing Date Valuedisagreement in an effort to resolve the dispute. If on or prior any such dispute cannot be resolved by the Seller and the Buyer within 30 days after the Buyer receives the Notice of Dispute, the Seller may refer the dispute to the 30th day New York Office of Ernst & Young (the “Arbiter”), as an arbitrator to finally resolve, as soon as practicable, and in any event within 45 days after Buyer's receipt from such reference, all points of disagreement with respect to the Closing Adjustment reflected on the Closing Adjustment Statement, the Inventory Report and/or the Accounts Receivable Report. If the Seller Parties of does not refer the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections dispute to the statement of Closing Date Value, Buyer and Seller Parties shall, Arbiter within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 15 days after the expiration of such 30-day period, ESCO and the Resolution PeriodSeller shall be deemed to have accepted the Closing Adjustment, the Inventory Report and/or the Accounts Receivable Report, as the case may be, as determined by the Buyer. For purposes of such arbitration each of the Seller and the Buyer shall submit a proposed calculation of the Closing Adjustment, the Inventory Report and/or the Accounts Receivable Report, as the case may be, as of the Effective Time and such proposed calculations shall be consistent with the initial calculations set forth in the Buyer’s Closing Adjustment Statement, the Inventory Report and/or the Accounts Receivable Report and the Seller’s Notice of Dispute. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated Arbiter shall apply the terms of Sections 2.4 and 2.5, and shall otherwise conduct the arbitration under such procedures as the CPA FirmParties may agree or, subject to verification failing such agreement, under the then prevailing Commercial Rules of its independencethe American Arbitration Association. Each party agrees of the Parties shall bear its own expenses, including but not limited to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating of legal counsel and accountants, in connection with such arbitration. The fees and expenses of the Arbiter incurred in connection with such arbitration shall be allocated equally between the Seller and the Buyer. All determinations by the Arbiter shall be final, conclusive and binding with respect to the workClosing Adjustment, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties Inventory Report and/or the Accounts Receivable Report and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the arbitration fees and expenses. , in the absence of fraud or manifest error. (c) The CPA Firm Purchase Price shall act be adjusted as an arbitrator to determinefollows, based on the provisions of Closing Adjustment determined pursuant to this Section 2.3, only 2.5: the Unresolved Changes and Seller shall pay to the determination of each Buyer the amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no by which such Closing Adjustment is less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Estimated Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm Adjustment and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to the Seller Parties the amount, if any, amount by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-such Closing Adjustment is owed greater than the Estimated Closing Adjustment. Any payment so required to one Party regardless of be made under this Section 2.5(c) by the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within by wire transfer of immediately available funds, not more than five (5) Business Days after the end earliest of (i) the Seller failing to deliver a Notice of Dispute in a timely fashion, (ii) the Seller failing to refer the dispute to the Arbiter in a timely fashion, and (iii) the Arbiter making a final determination of the Resolution Period and any additional amounts owing dispute, to such party with respect an account to be designated by the payee at least two Business Days prior to the Unresolved Changes due date. In the event, but only in the event, the party owing payment hereunder fails to pay the adjustment amount within the time period provided, interest shall be paid within five (5) Business Days after resolution thereof by the CPA Firmcompounded annually, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate calculated using a 365-day year from the Closing Date up through one day prior to and including the date of paymentpayment at an annual rate of five and one-half percent (51/2%). (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no any event later than 90 within thirty (30) days following after Closing, Purchaser shall, under the Closing Datedirection and supervision of Roy ▇. ▇▇▇▇▇▇▇▇, the Seller Parties shall ▇▇., ▇▇ot▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Calv▇▇ ▇. ▇▇▇▇, ▇▇ any of them, prepare and deliver to Seller a balance sheet of American Southern as of the Company a statement of Closing Date Value(the "Closing Balance Sheet"), which statement prepared in accordance with SAP reporting practices consistently applied (but subject to the provisions of Section 5.04(i)). Without limiting the generality of the foregoing sentence, the parties expressly agree that the Closing Balance Sheet shall be audited include amounts for insurance liability reserves calculated in a manner and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related using methodologies and assumptions consistent in all respects with American Southern's practice of calculating such reserves during the 24-month period immediately prior to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Date. (b) During Seller shall have fifteen (15) days after receipt of the Closing Balance Sheet in which to review such Closing Balance Sheet, and during such 15-day period, Purchaser shall make available to Seller and its representatives all information regarding preparation of the statement Closing Balance Sheet as may be reasonably requested by Seller, including, without limitation, access to all employees, books, records and work papers. If within such 15-day period Seller does not provide Purchaser with written notice of any objection to the Closing Date Value Balance Sheet, the Closing Balance Sheet shall be deemed accepted by, and final and binding upon, both parties. If Seller does provide Purchaser with written notice of any objection within such 15-day period, then the parties shall in good faith attempt to resolve such dispute within fifteen (15) days after Purchaser's receipt of Seller's objection notice. If such dispute cannot be resolved by the parties, the dispute shall be submitted to arbitration in accordance with the provisions of Article 9 hereof, except that the third arbitrator selected from a AAA list (as provided described in Section 2.3(a9.02) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationmust be an independent certified public accountant knowledgeable about SAP. (c) After receipt Once the Closing Balance Sheet has been deemed final and binding on the parties, whether by failure of Seller to object, agreement of the statement of Closing Date Value from Seller Partiesparties or arbitration, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) business days thereafter, Seller Parties shall pay to Buyer Purchaser in immediately available funds the amount, if any, by which the Stockholders' Equity reflected on the Closing Date Value exceeds Balance Sheet is less than $26,800,000, plus interest thereon at the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds Prime Rate in effect on the Closing Date Value (each, a "Post-Closing Adjustment"). In for the event that there are Unresolved Changes at the end period of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including through the date of payment. If such Stockholders' Equity as reflected on the Closing Balance Sheet is equal to or greater than $26,800,000, neither party shall owe the other any additional amounts. (gd) Any payments made in respect Notwithstanding anything to the contrary contained herein, the parties agree that all payables of any of the Post-Closing Adjustment Companies to Seller or Unresolved Changes any of its affiliates shall be deemed accrued on the Closing Balance Sheet and paid at Closing or paid prior to be adjustments to Closing (in which case the Purchase Price for all Tax purposesCompanies shall furnish Seller with satisfactory evidence of such payment).

Post-Closing Adjustment. (a) As soon promptly as practicable, practicable after the Closing Date (but in no event later than 90 60 days following after the Closing Date), the Seller Parties shall Company Representative will cause the accounting firm of Sche▇▇▇ & ▇ssociates SC to prepare and deliver concurrently to Parent and the Company a statement Representative an audited consolidated balance sheet of the Company and its Subsidiaries (the "Closing Date ValueBalance Sheet"), which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses setting forth the consolidated net worth of such audit shall be borne equally between the Company and the Seller PartiesSubsidiaries immediately prior to the Effective Time on the Closing Date (the "Closing Date Net Worth"). The statement of Closing Date Value Balance Sheet shall be set forth prepared in reasonable detail 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 permit the calculations required 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 2.3Agreement 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) During If either Parent or the preparation 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 (after excluding any such firm affiliated with Parent or the Company Shareholders) (the "Arbitrating Accountant"). Upon submission to the 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 statement of two positions on each disputed matter no later than 120 days after the Closing Date Value as provided in Section 2.3(a) and such position will be conclusive and binding upon Parent and the period Company Representative with respect to that disputed matter if delivered in writing. The proposed Closing Date Balance Sheet will be revised as appropriate to reflect the resolution of any review or dispute as provided in such claims pursuant to this Section 2.32.6(b). The term "Final Closing Date Balance Sheet" means the Closing Date Balance Sheet, each 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 Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access Subsidiaries immediately prior to the books Effective Time on the Closing Date as set forth on the Final Closing Date Balance Sheet. The Surviving Corporation and records the Company Representative (on behalf of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (cShareholders) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer each shall be deemed to have accepted responsible for and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion one-half (1/2) of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser expenses of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesArbitrating Accountant. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As Notwithstanding anything to the contrary contained herein, as soon as practicablepracticable and in any event no later than 45 days after the Closing, the Beneficiaries shall deliver to Buyer an unaudited balance sheet and statements of operation and cash flows for the Company as of and for the period April 1, 2000 through the time on the Closing Date immediately prior to the Closing, but in no event later than 90 days following after giving effect to the Closing Datethird sentence of Section 1.2 (collectively, the Seller Parties shall prepare and deliver to the Company a statement of "Closing Date Value, which statement Financials"). The Closing Date Financials shall be audited prepared in accordance with generally accepted accounting principles and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advanticaon the same basis as the Company's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be other financial statements set forth in reasonable detail to permit on SCHEDULE 3.8 hereto, and include all normal and recurring adjustments necessary for a fair presentation of the calculations required by this Section 2.3. (b) information set forth therein. During the preparation of 45 days after the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3Closing, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide grant the other parties and their respective authorized representatives with full Beneficiaries reasonable access to the books and records of the Company Group used solely to the extent that such access is necessary to prepare the Closing Date Financials. As soon as is reasonably practicable, but in any event no later than the preparation later of such statement, including 75 days following the provision on a timely basis of all necessary or useful information. (c) After Closing Date and 30 days following receipt of the statement of Closing Date Value Financials from Seller Partiesthe Beneficiaries, Buyer shall have 30 days to complete a review of the statement of Closing Date Value, together with Financials and shall inform the workpapers used Beneficiaries in writing that the preparation thereof. Unless Buyer delivers written notice Closing Date Financials are acceptable or object to the Seller Parties on or prior Closing Date Financials in writing, setting forth a specific description of Buyer's objections. If Buyer does not so object to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Financials within such period, then Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall will be deemed to have accepted and agreed the Closing Date Financials. If Buyer so objects to the statement of Closing Date Value. If on or prior to Financials and the 30th day after Beneficiaries do not agree with Buyer's receipt from the Seller Parties objections or such objections are not resolved on a mutually agreeable basis within 15 days of the statement Beneficiaries' receipt of Closing Date ValueBuyer's objections, Buyer notifies the Seller Parties of its objections any such disagreements shall be promptly submitted by either party to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice a mutually agreeable independent certified accounting firm (the "Resolution PeriodIndependent Firm"), attempt to . The Independent Firm shall resolve their differences, and any resolution such dispute within 30 days after submission of the dispute by them as to any disputed amounts the parties. The decision of the Independent Firm shall be finalfinal and binding upon the Beneficiaries and Buyer and its fees, binding costs and conclusiveexpenses shall be borne by the party against which the Independent Firm shall rule or proportioned as deemed appropriate by such Independent Firm. (db) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating Subject to the work, if any, to be performed by proviso in the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions last sentence of this Section 2.31.3(b), only the Unresolved Changes and Purchase Price shall be adjusted upward or downward, on a dollar-for-dollar basis, by the determination of each amount that Equity as shown on the balance sheet included in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no Closing Date Financials, as finally determined (the "Closing Balance Sheet") is less negative or more negative than the lesser Equity amount of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be negative $2,900,000 set forth in a written statement delivered to Seller Parties and Buyer and shall be finalSection 1.2 above. "Equity" is defined as total assets minus total liabilities, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment")calculated using GAAP. In the event that there are Unresolved Changes at Equity is more negative than negative $2,900,000 on the end Closing Balance Sheet, the Trust or the Beneficiaries shall pay to Buyer (in the case of the Resolution PeriodBeneficiaries, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed pro rata in proportion to one Party regardless each Beneficiary's proportionate share of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid Purchase Price) in cash within five (5) Business Days after the end 10 business days of the Resolution Period and any additional amounts owing to acceptance of the Closing Balance Sheet the amount of such party with respect downward adjustment. In the event that Equity is less negative than negative $2,900,000 on the Closing Balance Sheet, Buyer shall pay to the Unresolved Changes shall be paid within five Beneficiaries (5) Business Days after resolution thereof by pro rata in proportion to each Beneficiary's proportionate share of the CPA Firm, or (2Purchase Price) in all other cases, any and all payments shall be made cash within five (5) Business Days after resolution 10 business days of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from acceptance of the Closing Date up to and including Balance Sheet the date amount of paymentsuch upward adjustment; provided, however, that in no event shall such upward adjustment exceed $500,000. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon Within 45 days after the Closing Date (as practicabledefined in Section 1.7), but the Buyer shall deliver to the Seller a balance sheet of the Corporation as of the opening of business on the Closing Date (the "Closing Date Balance Sheet") prepared by the Buyer. Such balance sheet shall be prepared in no event later than 90 days accordance with generally accepted accounting principles consistently applied, with the inventory value determined in a manner consistent with the Latest Balance Sheet. The inventory reflected on the Closing Date Balance Sheet shall be determined by a physical inventory taken as of the start of business on the first business day following the Closing Date, Date and observed by the Seller Parties shall prepare representatives of the Buyer and deliver to Seller. The inventory will be valued at the Company a statement lower of cost or market. The only inventory set forth on the Closing Date Value, which statement Balance Sheet shall be audited raw materials, work-in-progress and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3finished goods inventory for which there are current or forecasted orders from customers. (b) During If the preparation of Seller has any objections to the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3Balance Sheet, each of the Seller Parties, the Company and Buyer he shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access deliver to the books and records of the Company Group used in the preparation of Buyer a statement describing such statement, including the provision on a timely basis of all necessary or useful information. (c) After objections within 15 days after Seller's receipt of the statement of Closing Date Value from Seller PartiesBalance Sheet. If no objections are received within such 15 day period, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer Balance Sheet shall be deemed to have accepted and agreed to the statement of Closing Date Valueby Seller. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall use reasonable efforts to resolve any objections received during such 15 day period. In the event Buyer and Seller are unable to resolve such objections within a 15-day period following receipt by Buyer of Seller's objections, the Buyer and Seller shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 ten days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is such 15-day period, select a mutually acceptable nationally recognized accounting firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expensesresolve any remaining objections. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes such accounting firm shall be made within 30 days of the submission selection of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer such accounting firm and shall be finalconclusive and binding upon the parties hereto. The fees and expenses of such accounting firm shall be shared equally by Buyer and Seller. (c) If the aggregate book value of the Corporation, binding and conclusive as reflected on the parties for all purposes. Notwithstanding any provision herein to Closing Date Balance Sheet, as finally determined, is greater than the contraryaggregate book value of the Corporation as reflected on the Latest Balance Sheet, no Unresolved Change the Purchase Price shall result in an be adjusted upward by such amount and a corresponding adjustment to the Purchase Price or Note shall be made as of the Closing. In the event the aggregate book value of the Corporation, as reflected on the Closing Date Value unless (i) in Balance Sheet, as finally determined, is less than the case aggregate book value of an asset (or contra-liability) line item (the Corporation as such line items are set forth reflected on Exhibit A attached hereto)the Latest Balance Sheet, the Purchase Price shall be adjusted downward by such amount determined by and a corresponding adjustment to the CPA Firm is lower than 50% Note shall be made as of the corresponding amount reflected in Closing. The finalization of the statement of Closing Date Value prepared by Seller Parties which Balance Sheet shall not affect any rights or remedies of Buyer under this Agreement. In the event a downward adjustment is in excess of the subject of such Unresolved Change, in which event the principal amount of the adjustment Note, such excess shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared paid by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that to Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following days of final determination of such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmadjustment. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon The Company agrees that as practicableof the Closing, but in no event later the Net Acquired Assets will not be less than 90 days following $0, as determined by a calculation of the Net Acquired Assets as at the Closing DateDate (the "Net Acquired Assets Calculation"). Subject to the dispute resolution procedure described in this paragraph, if the Net Acquired Assets are less than $0, the Seller Parties Closing Purchase Consideration shall be reduced by an amount (the "Shortfall Amount") equal to the amount by which Net Acquired Assets are less than $0. The Net Acquired Assets Calculation shall be prepared on the basis of the book value of the Acquired Assets on the Company's balance sheet as of immediately prior to the Closing, in accordance with GAAP consistent with the accounting principles used to prepare the Company Balance Sheet. Buyer shall prepare and deliver the Net Acquired Assets Calculation to Company not later than 30 days after the Company a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and its independent certified public accountants shall have the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail opportunity to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) review such balance sheet and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in relating thereto. If the preparation Company does not notify Buyer within 30 days of such statement, including the provision on a timely basis of all necessary or useful information. (c) After its receipt of the statement of Closing Date Value from Seller PartiesNet Acquired Assets Calculation that it objects to any item included in such Net Acquired Assets Calculation, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any then such objections in reasonable detail, Buyer Net Acquired Assets Calculation shall be deemed to have accepted and agreed be final for purposes of determining any adjustment pursuant to the statement of Closing Date Valuethis Section. If on the Company objects to one or prior more items in such Net Acquired Assets Calculation, it shall specify its objection in writing to Buyer and the 30th day parties shall attempt to resolve such differences within 15 days after the Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, Company's objection. If such objection is not resolved within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm15 day period, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Independent Accounting Firm shall act as an arbitrator arbiter (the "Arbiter") to determine, based on resolve such dispute not later than ninety (90) days after the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller PartiesClosing Date. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and Arbiter shall be final, binding . The fees of the Arbiter shall be shared equally by Buyer and conclusive on the parties for all purposesCompany. Notwithstanding any provision herein The Company shall promptly remit to Buyer an amount equal to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) Shortfall Amount by Wire Transfer. The amount payable described in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 immediately preceding sentence shall be accompanied by interest thereon calculated at the Applicable Rate prime rate of The Chase Manhattan Bank for the period from the Closing Date up to and including the date of paymenton which such payment is made. (gb) Any payments payment made in respect of by the Post-Closing Adjustment or Unresolved Changes Company pursuant to Section 1.5 shall be deemed to be adjustments treated as an adjustment to the Total Purchase Price for all Tax purposesConsideration.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within seventy-five (75) days following after the Closing Date, the Seller Parties Buyer shall prepare and deliver to the Company Sellers’ Representative a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses the Net Working Capital of such audit shall be borne equally between the Company as of the close of business on the business day immediately preceding the Closing Date, prepared in accordance with GAAP except as set forth on Section 2.4(a) of the Disclosure Schedules (the “Final Closing Statement”). Buyer and its accountants shall consult with Sellers’ and the Seller Parties. The statement accountants for the Sellers in connection with the preparation of the Final Closing Date Value Statement, shall be set forth in consider any submissions from the Sellers and their accountants regarding the determination of the Final Closing Statement and shall permit Sellers and Sellers’ accountants at the earliest practicable date, subject to the execution by the Sellers and Sellers’ accountants of any reasonable detail to permit the calculations release or indemnification agreement required by this Section 2.3Buyer’s accountants, to review and make copies of all work papers, schedules and calculations used in the preparation of the Final Closing Statement. (b) During When Buyer delivers the preparation Final Closing Statement, Buyer shall also deliver to the Sellers’ Representative a certificate of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each Chief Executive Officer of the Seller PartiesBuyer (i) certifying that the Final Closing Statement was prepared on the basis and in accordance with the procedures set forth in paragraph (a) above, and (ii) containing Buyer’s calculations based on the Company and Buyer shall cooperate fully with each other and provide Final Closing Statement (the other parties and their respective authorized representatives with full access to “Buyer’s Proposed Calculations”) of the books and records Net Working Capital of the Company Group used as of the Closing Date (the “Closing Date Net Working Capital”). Within thirty (30) days after receipt of the Final Closing Statement and the accompanying certificate, the Sellers’ Representative shall notify Buyer of their agreement or disagreement, as the case may be, with either the Final Closing Statement or the accuracy of any of the Buyer’s Proposed Calculations. If the Sellers’ Representative disputes any aspect of the Final Closing Statement or the amount of any of the Buyer’s Proposed Calculations and Buyer does not accept the Sellers’ proposed alternative calculations (the “Sellers’ Proposed Calculations”), then a nationally recognized independent accounting firm (the (Independent Accounting Firm”) will resolve the remaining disputed items (the “Remaining Disputed Items”) within thirty (30) days after the date of the Independent Accounting Firm’s engagement, by conducting its own review and test of the Final Closing Statement, and thereafter selecting either Buyer’s Proposed Calculations of the Remaining Disputed Items or Sellers’ Proposed Calculations of the Remaining Disputed Items, or an amount in between the preparation two. The Independent Accounting Firm will consider any submissions from Buyer and Sellers and any supporting documentation for their respective positions. The Independent Accounting Firm shall be selected by agreement of such statementBuyer and Sellers’ accountants and shall be engaged jointly by Buyer and the Sellers. Each of Buyer and the Sellers agrees that they shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, including one-half by Buyer and one-half by the provision on a timely basis of all necessary or useful informationSellers. (c) After receipt If, upon the determination pursuant to Section 2.5(b) of the statement of Final Closing Statement and Closing Date Value from Seller PartiesNet Working Capital, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto)Net Working Capital is less than $2,000,000, the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment Selling Company shall be the difference between pay the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, in cash by which the Closing Date Value exceeds the Base Value, or wire transfer within ten (ii10) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution determination thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to Section 2.5(b). Any amount owed by the Selling Company to the Buyer pursuant to this Section 2.3 shall clause (c) may, at Buyer’s option, be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect satisfied out of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments Escrowed Funds pursuant to the Purchase Price for all Tax purposesEscrow Agreement.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within one hundred eighty (180) days following after the Closing Date, the Seller Parties Buyer shall prepare prepare, or cause to be prepared, and deliver to the Member a written statement (the “Closing Statement”) that shall include a balance sheet of the Company as of the Effective Time prepared in accordance with the Accounting Principles and a calculation and a statement of the Adjusted Purchase Price, including good faith calculations of each component thereof. For the avoidance of doubt, when preparing the Closing Date ValueStatement, which statement Buyer shall utilize the same ASC 606 methodology used by the Company when it prepared its December 31, 2022 Financial Statements, as well as its internal financial statements for the for the six month period ended June 30, 2023 and any financial statements to be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcyprepared as of July 31, 2023. The costs Company currently recognizes revenue and expenses gross profit on any materials, including uninstalled materials charged to a job. For purposes of such audit shall this transaction, this methodology has been determined to be borne equally between acceptable by the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Buyer. (b) During the preparation thirty (30) day period following ▇▇▇▇▇’s delivery of the statement of Closing Date Value as provided in Section 2.3(a) and Statement to the period of any review or dispute as provided in this Section 2.3Member (the “Review Period”), each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties Member and their respective authorized representatives with full his Representatives reasonable access to the relevant books and records of the Company Group used for the purpose of facilitating the Member’s review of the Closing Statement. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Member delivers to Buyer a written notice of disagreement (a “Notice of Disagreement”), which shall set forth in reasonable detail (i) the items or amounts with which the Member disagrees and the basis for such disagreement (which disagreement shall be limited to mathematical errors, the asserted failure of such calculation of the Closing Statement to be made in accordance with the terms of this Section 1.5 (including the interpretation of the GAAP) or the determination of whether the relevant requirements have been satisfied) and (ii) the Member’s proposed adjustments to the Closing Statement. The Member shall be deemed to have agreed with all items and amounts in the preparation Closing Statement not specifically referenced in a Notice of such statement, including Disagreement provided prior to the provision on a timely basis end of all necessary or useful informationthe Review Period. (c) After receipt During the thirty (30) day period following delivery of a Notice of Disagreement by the Member to Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the statement of Closing Date Value from Seller Parties, amounts as specified therein. Any disputed items resolved in writing between the Member and Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, final and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposespurposes hereunder. Notwithstanding any provision herein to If the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as Member and Buyer have not resolved all such line items are set forth on Exhibit A attached hereto), the amount determined differences by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if the Member and Buyer shall submit, in writing, such differences to the Accounting Expert. The “Accounting Expert” shall be ▇▇▇▇▇▇ LLP, or, in the event that it is not available or is not a Neutral Accounting Firm, a Neutral Accounting Firm selected by mutual agreement of Buyer and Seller Parties agree the Member; provided, however, that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes(i) if, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five fifteen (515) Business Days days after the end of the Resolution Period Period, such parties are unable to agree on a Neutral Accounting Firm to act as the Accounting Expert, then each party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act as the Accounting Expert, and (ii) if any additional amounts owing to such party with respect to the Unresolved Changes shall be paid does not select a Neutral Accounting Firm within five ten (510) Business Days after resolution thereof days of written demand therefor by the CPA other party, then the Neutral Accounting Firm selected by the other party shall act as the Accounting Expert. A “Neutral Accounting Firm” means an independent accounting firm of nationally recognized standing that is not at the time it is to be engaged hereunder rendering services to any party, or (2) in all other casesany Affiliate of either, any and all payments shall be made has not done so within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmtwo year period prior thereto. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicableBuyer shall prepare and deliver to the Seller, but in no event later than 90 within sixty (60) days following the Closing Date, the Seller Parties shall prepare and deliver to the Company a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set setting forth in reasonable detail to permit the Buyer’s good faith calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. “Buyer’s Proposed Calculations”) of (di)(A) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar actual amount of the Unresolved Changes between Buyer and Seller Parties made by Closing Indebtedness, (B) the CPA Firm, such that the prevailing party shall pay the lesser proportion actual amount of the fees and expenses. The CPA Firm shall act as an arbitrator to determineClosing Date Cash, based on (C) the provisions actual amounts of this Section 2.3, only the Unresolved Changes Net Working Capital and the determination of Net Working Capital Adjustment, in each amount in the Unresolved Changes shall made case, calculated in accordance with GAAP and in any event shall be no less than the lesser terms of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and this Agreement; (ii) in the case of a liability Final Purchase Price using the foregoing amounts; and (or contra-assetiii) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Final Purchase Price so determined using the foregoing amounts for these purposes is greater than or less than the Estimated Purchase Price. Buyer’s Proposed Calculations shall include reasonable detail of the items constituting such Closing Date Value exceeds Indebtedness, such Net Working Capital and such Net Working Capital Adjustment. Following delivery by Buyer of Buyer’s Proposed Calculations, Buyer and the Base ValueCompany Group shall, upon reasonable prior written notice to Buyer, provide the Seller and its Representatives with reasonable access during normal business hours, in a manner that does not interfere with the business operations of Buyer, any member of the Company Group or (ii) Buyer shall pay any of their respective Affiliates, to Seller Parties the amountfinancial books and records of the Company Group, if anyin each case, by which solely to the Base Value exceeds extent related to the period prior to the Closing Date Value and solely for the purposes of allowing the Seller and its Representatives to confirm the accuracy of the Buyer’s Proposed Calculations. (eachb) On or prior to the 45th day following B▇▇▇▇’s delivery of the Buyer’s Proposed Calculations, the Seller may deliver to Buyer a "Postwritten notice stating the Seller’s objections to the Buyer’s Proposed Calculations (including each disputed item or amount) and the Seller’s calculation of each disputed amount (the “Objection Notice”). The Objection Notice shall specify in reasonable detail the amount of any objection and the basis therefor. Any determination set forth in the Buyer’s Proposed Calculations that is not specifically objected to in the Objection Notice shall be deemed accepted and shall be final, conclusive and binding upon the Parties. If the Seller does not deliver to Buyer the Objection Notice within such 45-Closing Adjustment")day period, then the Buyer’s Proposed Calculations shall be final, conclusive and binding upon the Parties and the Buyer’s Proposed Calculations shall constitute the basis for the determination of the Final Purchase Price. (c) Following B▇▇▇▇’s receipt of the Objection Notice, the Seller and B▇▇▇▇ shall attempt to negotiate in good faith to resolve any amounts disputed in the Objection Notice. In the event that there are Unresolved Changes at the end Seller and B▇▇▇▇ fail to agree on all of the Resolution PeriodSeller’s proposed disputed items set forth in the Objection Notice within thirty (30) days after Buyer receives the Objection Notice, then (1) the Seller and Buyer shall engage E▇▇▇ B▇▇▇▇▇ LLP or, if such Person is unable or unwilling to act as the Independent Accountant hereunder, such other nationally recognized accounting firm that is mutually acceptable to Buyer and the Seller Parties agree that and is willing to serve in such capacity hereunder (the “Independent Accountant”), to make the final determination of any remaining amounts in dispute (the “Disputed Amounts”) in accordance with the terms of this Agreement. Buyer and the Seller shall deliver to the Independent Accountant a Post-Closing Adjustment is owed to one Party regardless copy of the ultimate resolution Buyer’s Proposed Calculation and the Objection Notice and each of Buyer and the Seller shall provide the Independent Accountant with their respective determinations of the Disputed Amounts and such other written submissions, presentations and supporting material as each of Buyer and the Seller deems necessary and appropriate. A copy of the written submissions, presentations and supporting materials provided by Buyer or the Seller, as applicable, to the Independent Accountant, shall be promptly delivered to the other Person, and no Party or its Representatives shall be permitted to engage in any ex-party communications (whether written or oral) with the Independent Accountant. The Independent Accountant shall make a determination in writing of each of the Disputed Amounts as soon as reasonably practicable after its engagement, but no later than forty five (45) days after being engaged, and such determination shall be, absent fraud or manifest error, final and binding on the Parties and shall be within the range proposed by B▇▇▇▇ and the Seller in the Buyer’s Proposed Calculations and the Objection Notice for each of such Disputed Amount. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether the calculation of a Disputed Amount was done in accordance with the terms hereof (including the applicable definitions of this Agreement) and whether there were mathematical errors in the calculation of any Unresolved Changesof the Disputed Amounts, and the Independent Accountant shall not to make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by B▇▇▇▇ and the Seller and not pursuant to any independent review, and such determination shall be based upon the definitions of Closing Indebtedness and Net Working Capital. The Independent Accountant shall act as an expert, not an arbitrator. The fees, costs and expenses of the Independent Accountant shall be allocated between Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage of the aggregate dollar value of the items set forth in the Objection Notice not awarded to Buyer and the Seller, respectively, bears to the amount actually contested by such Party. For example, if the Seller claims that the appropriate adjustments are in the aggregate $1,000 greater than the amount determined by Buyer and if the Independent Accountant ultimately resolves such items by awarding to the Seller $300 of the $1,000 contested, then the minimum amount which fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller. During the review by the Independent Accountant, Buyer, the Seller Parties agree is owed and their respective Representatives shall make reasonably available to the Independent Accountant such party information, books and records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 2.7(c). The Independent Accountant’s determination of the Disputed Amounts shall be paid within five (5) Business Days after the end treated as compromise and settlement negotiations for purposes of Rule 408 of the Resolution Period Federal Rules of Evidence and any additional amounts owing to such party with respect comparable state rules of evidence, and all negotiations, submissions to the Unresolved Changes Independent Accountant, and presentations under this Section 2.7(c) shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments treated as confidential information. The Independent Accountant shall be made within five (5) Business Days after resolution of the Unresolved Changes bound by the CPA Firm. (f) Any payments made a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 2.3 2.7(c) may be filed as a judgment in any court of competent jurisdiction. Either Party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.7(c). The other Party’s only defense to such a request for specific enforcement or other legal action shall be accompanied fraud by interest at or upon the Applicable Rate from Independent Accountant or manifest error by the Closing Date up Independent Accountant. Absent such fraud or manifest error, such other Party shall reimburse the Party seeking enforcement for all of its expenses related to and including the date of payment. (g) Any payments made in respect enforcement of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposesIndependent Accountant’s determination.

Post-Closing Adjustment. 3.6.1 During a period of thirty (a30) As soon as practicable, but in no event later than 90 days Business Days following the Closing Date, Sellers and Purchaser shall work together in good faith to prepare a calculation (the Seller Parties “Net Working Capital Calculation”) of the actual Net Working Capital as of the close of business on July 31, 2005 (the “Actual Net Working Capital”). In connection therewith, Purchaser shall prepare and deliver to Sellers within fifteen (15) Business Days following the Closing Date a detailed calculation of the Actual Net Working Capital together with appropriate supporting documentation. 3.6.2 The Sellers and their representatives shall have the right to examine and make copies of the work papers and other documents generated or reviewed in connection with the calculation of the Actual Net Working Capital. 3.6.3 The Sellers shall have fifteen (15) Business Days after the receipt of Purchaser’s calculation of the Actual Net Working Capital to review the work papers and other documents generated or reviewed by Purchaser in connection with the preparation thereof (the “Sellers’ Review Period”). During the Sellers’ Review Period, Purchaser and Sellers shall use their best efforts to resolve any disputes with regard to the Net Working Capital Calculation. In the event no agreement can be reached and if, during the Sellers’ Review Period, a group of Sellers representing at least a majority of the Purchaser Shares at the Closing Date jointly notifies Purchaser in writing that they are unwilling to accept the calculation of the Actual Net Working Capital, specifically identifying the item(s) and amount(s) in dispute and the basis for such dispute (a “Notice of Disagreement”), the parties shall resolve the disputes noted in the Notice of Disagreement in accordance with the procedures set forth in Section 3.6.4 below. 3.6.4 If Sellers deliver a Notice of Disagreement to Purchaser, the parties may select a mutually satisfactory recognized firm of independent certified public accountants that has not been affiliated with the Sellers, the Company a statement or Purchaser or their respective Affiliates (the “Settlement Accountants”) to finally resolve the disagreement. If the Parties cannot agree on the Settlement Accountants, the recognized firm of Closing Date Value, which statement independent certified public accountants shall be audited and certified by Deloitte & Touche LLPKPMG Belgium. Such statement The Settlement Accountants shall exclude any adjustments related use their best efforts to fresh-start accounting relating to Advantica's bankruptcyreach a determination not more than thirty (30) days after such referral. The costs and expenses of such audit the services of the Settlement Accountants shall be borne paid equally between by Purchaser and Sellers. 3.6.5 If no Notice of Disagreement is received by Purchaser within Seller’s Review Period or if no agreement could be reached as to the Company Actual Net Working Capital and the Seller PartiesSettlement Accountants have determined the Actual Net Working Capital, the calculation of the Actual Net Working Capital by Purchaser or the Settlement Accountants, as the case may be, shall be final and shall not be subject to further review, challenge or adjustment absent fraud (the “Final Net Working Capital”). The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice final Cash Purchase Price (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes"“Final Cash Purchase Price”) shall be submitted determined based upon the Final Net Working Capital. 3.6.6 To the extent the Final Cash Purchase Price differs from the Advance Cash Purchase Price paid to a nationally recognized firm of independent accountants independent ofthe Sellers in accordance with Section 3.3 hereof, and reasonably satisfactory tothe Advance Cash Purchase Price shall be increased or decreased, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm")case may be, within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is on a mutually acceptable firm to be designated as the CPA Firmeuro-for-euro basis, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating amount equal to the workdifference between the Final Cash Purchase Price and the Advance Cash Purchase Price. To the extent the Advance Cash Purchase Price is decreased, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party Sellers shall pay the lesser proportion difference to the Purchaser within ten (10) Business Days as of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser calculation of the amount claimed by either Buyer Final Net Working Capital. To the extent the Advance Cash Purchase Price is increased, the Purchaser or Seller Parties and the Guarantor, each held jointly or severally, shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination pay within ten (10) Business Days as of the Unresolved Changes shall be made within 30 days calculation of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event Final Net Working Capital the amount of the adjustment increase of the Advance Cash Purchase Price to Sellers by wire transfer of immediately available funds to the Wire Accounts. 3.6.7 If the Net Working Capital Calculation (whether for purposes of determining the Estimated Net Working Capital or the Final Net Working Capital) results in an amount of Net Working Capital that is less than 0, the corresponding Cash Purchase Price shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Partieszero. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in The parties agree that no event later than 90 75 days following after the Closing 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 Seller Parties Company shall prepare cause to be prepared and deliver to the Company Purchaser (i) a statement of the actual Net Financial Assets as of 11:59 p.m., New York City time, of the day immediately preceding the Closing Date Value, which statement shall be audited and (the "Closing Statement") certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related PriceWaterhouseCoopers L.L.P., independent accountants for the Company, to fresh-start accounting relating be prepared (except as otherwise provided in Section 9 of the Disclosure Schedule) 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 Advantica's bankruptcy. The costs in Section 3.5 hereof and expenses (ii) a determination (the "Proposed NFA Adjustment") of the amount by which the Net Financial Assets as then determined by the Company is less than or greater than the Estimated Net Financial Assets (the amount of such audit excess or shortfall, together with the adjustment, if any, for the amount of the Earnings Adjustment as described below, is referred to herein as the "Adjustment"). Purchaser shall be borne equally between provide the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in its independent accountants access at all reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access times to the relevant personnel, properties, books and records of the Business for such purposes and to assist the Company Group used and its independent accountants in preparing the Closing Statement. Purchaser's assistance shall include, without limitation, the closing of the Business's books as of the Closing, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Business, and such statementother assistance as the Company or its independent accountants may reasonably request. During the 30-day period following the delivery by the Company of the Closing Statement and the Proposed NFA Adjustment referred to in the first sentence of this Section 2.2(a), including Purchaser and its independent accountants will be permitted to review the provision working papers of the Company and its independent accountants relating to the preparation of the Closing Statement, the Proposed NFA Adjustment and the Proposed Earnings Adjustment. If, within 30 days after delivery by the Company of the Closing Statement and the Proposed NFA Adjustment, Purchaser notifies the Company that it disagrees with the Closing Statement and the Proposed NFA Adjustment and/or the Proposed Earnings Adjustment and the Company and Purchaser cannot agree with respect to the Closing Statement and the Proposed NFA Adjustment and/or the Proposed Earnings Adjustment, as the case may be, within five days of the notice of disagreement provided by Purchaser to the Company, then the determination shall be submitted for resolution (the "Resolution") promptly to an independent nationally recognized 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 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. In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) the Company and Purchaser agree as to the amount of the Adjustment (an "Adjustment Agreement") without submitting the matter for Resolution, the parties shall deliver a joint certificate to the Adjustment Escrow Agent setting forth the amount of the Adjustment Escrow to be paid to each of the Purchaser and the Company pursuant to this Section 2.2. In the event of an Accounting Firm Determination, the accounting firm shall deliver a certificate to each of Purchaser, the Company and the Adjustment Escrow Agent setting forth the amount of the Adjustment. The amount of Net Financial Assets as of 11:59 p.m., New York City time, on a timely basis the day immediately preceding the Closing Date, as definitively determined pursuant to this Section 2.2(a) is referred to herein as the "Actual Net Financial Assets." (b) At the Closing, the Company, Purchaser and such financial institution as shall have been agreed by the parties prior to the Closing Date (together with any successor jointly appointed by the Company and the Purchaser, the "Adjustment Escrow Agent") shall execute and deliver an escrow agreement substantially in the form set forth in Exhibit B hereto (the "Adjustment Escrow Agreement"). From and after the Closing, the Adjustment Escrow Agent shall act as escrow agent, pursuant to the Adjustment Escrow Agreement, in effecting the payment of all necessary or useful informationthe amounts held in the Adjustment Escrow as set forth herein. (c) After receipt As soon as practicable after the earlier of an Adjustment Agreement or an Accounting Firm Determination (but in any event within two Business Days after the Adjustment Agreement or the Accounting Firm Determination): (i) if the sum of the statement Actual Net Financial Assets and the Earnings Adjustment, if any, used to determine the Adjustment is equal to or greater than the sum of Closing Date Value from Seller Partiesthe Estimated Net Financial Assets and the Proposed Earnings Adjustment, Buyer then: (A) the Adjustment Escrow Agent shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice pay to the Seller Parties on Company from the Adjustment Escrow the full amount of the Adjustment Escrow, and (B) Purchaser shall pay to the Company the amount by which the sum of the Actual Net Financial Assets and the Earnings Adjustment used to determine the Adjustment exceeds the sum of the Estimated Net Financial Assets and the Proposed Earnings Adjustment; (ii) if the sum of the Actual Net Financial Assets and the Earnings Adjustment, if any, used to determine the Adjustment is less than the sum of the Estimated Net Financial Assets and the Proposed Earnings Adjustment but the amount of such shortfall does not exceed the sum of $3 million plus the Proposed Earnings Adjustment; then (A) The Adjustment Escrow Agent shall pay to Purchaser from the Adjustment Escrow an amount equal to the amount by which the sum of the Estimated Net Financial Assets and the Proposed Earnings Adjustment exceeded the sum of the Actual Net Financial Assets and the Earnings Adjustment used to determine the Adjustment, and (B) the Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the remaining amount of the Adjustment Escrow (after giving effect to clause (A) above); and (iii) if the sum of the Actual Net Financial Assets and the Earnings Adjustment, if any, used to determine the Adjustment is less than the sum of the Estimated Net Financial Assets and the Proposed Earnings Adjustment and the amount of such shortfall exceeds the sum of $3 million plus the Proposed Earnings Adjustment, then (A) the Adjustment Escrow Agent shall pay to Purchaser from the Adjustment Escrow the full amount of the Adjustment Escrow, and (B) the Security Escrow Agent shall pay to the Purchaser from the Security Escrow an amount equal to the amount by which (x) the sum of the Estimated Net Financial Assets and the Proposed Earnings Adjustment exceeds (y) the sum of the Actual Net Financial Assets plus the Earnings Adjustment used to determine the Adjustment plus $3 million plus the Proposed Earnings Adjustment. Each of Purchaser and the Company shall timely give all necessary instructions to the Adjustment Escrow Agent and the Security Agent so that the Adjustment Escrow and (if applicable) the Security Escrow are paid and distributed in accordance with this Section 2.2(c). All payments pursuant to this Section 2.2(c) shall be by wire transfer in immediately available funds to the account or accounts designated by the Company and/or Purchaser, as the case may be, no later than two Business Days prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusivepayment. (d) Any interest or other investment income earned for the period from the time that any portion of the Purchase Price is delivered to the Adjustment Escrow Agent pursuant to this Agreement until all amounts remaining held in dispute the Adjustment Escrow have been distributed in accordance with the Adjustment Escrow Agreement while held by the Adjustment Escrow Agent shall be paid to the Company in addition to, and at the conclusion same time as, payment of the Resolution Period Adjustment Escrow in accordance with the terms of this Agreement; provided, however, that, to the extent that any portion of the Adjustment Escrow is paid to Purchaser pursuant to of Section 2.2(c) hereof, a pro rata portion of such interest or other investment income ("Unresolved Changes"determined on the basis of the relative portions of the Adjustment Escrow to be paid to Purchaser and the Company, respectively, pursuant to Section 2.2(c) hereof) shall be submitted instead paid to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (Purchaser. Any such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm interest or other investment income shall be borne pro rata by Seller Parties and Buyer in proportion deemed not to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Partiesconstitute Adjustment Escrow. (e) In the event that Buyer The Company and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties Purchaser shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Posteach be responsible for one-Closing Adjustment"). In the event that there are Unresolved Changes at the end half of the Resolution Period, then (1) if Buyer fees and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless expenses of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA FirmAdjustment Escrow Agent. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within sixty (60) days following the Closing Date, the Seller Parties Buyer shall prepare and deliver to the Company Seller a statement (e-mail sufficient with confirmation of delivery and receipt by Seller) setting forth, as of 12:01 a.m. on the Closing Date ValueDate, which statement shall be audited Buyer's determination of the actual amounts of Net Working Capital and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments each component thereof in the format provided in the Net Working Capital Calculation Schedule (the "Proposed Final Closing Statement"), based upon the books and records of Seller related to freshthe Rehabilitation Business and in accordance with ▇▇▇▇▇▇'s historical accounting principles and practices as if the Proposed Final Closing Statement was prepared as of a fiscal year end. Unless Buyer timely delivers to Seller the Proposed Final Closing Statement, the Estimated Closing Statement will be final, conclusive and binding on the Parties, absent fraud or manifest error. (b) Seller shall have thirty (30) days following ▇▇▇▇▇'s delivery of the Proposed Final Closing Statement to review the amounts and calculations set forth on the Proposed Final Closing Statement. Unless within such thirty (30) day period, Seller delivers to Buyer a written notice (e-start accounting relating to Advantica's bankruptcymail sufficient with confirmation of delivery and receipt by Buyer) (a "Dispute Notice"), then the Proposed Final Closing Statement will be final, conclusive and binding on the Parties, absent fraud or manifest error. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be Any Dispute Notice delivered hereunder must set forth in reasonable detail (i) any item on the Proposed Final Closing Statement that Seller disputes, the basis for such dispute, and the Seller's proposed amount of such item and (ii) the Seller's alternative calculation of the actual amounts of Net Working Capital. Any item or amount to permit which no dispute is raised in the calculations required by this Section 2.3Dispute Notice will be final, conclusive and binding on the parties, absent fraud, on the date on which ▇▇▇▇▇ receives the Dispute Notice. Any Dispute Notice must specify, with reasonable particularity, all facts that form the basis of such disagreements. The Parties shall attempt to promptly resolve the matters raised in any Dispute Notice in good faith. (bc) During If the preparation Parties fail to agree to a resolution within fifteen (15) Business Days after delivery of any Dispute Notice, then either Buyer or Seller may provide written notice to the other (the "Dispute Submission Notice") that it elects to submit the disputed items to RSM US LLP (the "Accounting Firm"). The Accounting Firm will promptly after receipt of the statement of Closing Date Value as provided Dispute Submission Notice, in Section 2.3(a) and accordance with the period of any review or dispute as provided in this Section 2.3, each Commercial Arbitration Rules of the Seller PartiesAmerican Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Company Dispute Notice and Buyer shall cooperate fully resolve the dispute with respect to each other such specific unresolved item and provide amount in accordance with this Agreement (including, for the other parties and their respective authorized representatives with full access avoidance of doubt, to the books and records extent relevant the application of the Company Group accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Financial Statements by determining whether the position of Buyer or Seller, are, on the whole, more accurate and, based on such statementdetermination, adopting either all of the positions set forth by Buyer or all of the positions set forth by Seller). In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes shall act for the Accounting Firm in the determination proceeding, and the parties shall instruct the Accounting Firm to render a written decision with respect to such disputed matter, including the provision on a timely basis of all necessary or useful information. (c) After receipt statement in reasonable detail of the statement basis for its decision within thirty (30) days after the parties' delivery of Closing Date Value from the disputed items. All the fees and expenses of the Accounting Firm shall be borne by Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used (in the preparation thereof. Unless event that ▇▇▇▇▇'s positions are adopted by the Accounting Firm) or Buyer delivers written notice to (in the event that Seller Parties on or prior to positions are adopted by the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"Accounting Firm), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion The decision of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Accounting Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall disputed items of the Proposed Final Closing Statement submitted to it will be paid within five (5) Business Days after resolution thereof final, conclusive and binding on the Parties, absent fraud. As used herein, the Proposed Final Closing Statement or any statement that becomes binding upon a lapse of time and without timely submission to arbitration or notification of a dispute as adjusted to reflect any changes agreed to by the CPA Parties and the decision of the Accounting Firm, or (2) in all other caseseach case, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at 2.03, is referred to herein as the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes."

Post-Closing Adjustment. (a) As soon promptly as practicablepossible after the Closing, but in no event later than 90 sixty (60) days following the Closing DateClosing, the Seller Parties Purchaser shall prepare and deliver to the Company Sellers a report (the “Closing Date Financial Report”) setting forth (i) a statement of the Closing Date Value, which statement shall be audited Net Working Capital (the “Final Closing Date Net Working Capital”) and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy(ii) a calculation of the Working Capital Adjustment based on such report (the “Net Working Capital Adjustment”). The costs and Purchaser shall bear any third-party expenses of such audit shall be borne equally between or fees incurred in preparing the Company and the Seller PartiesClosing Date Financial Report. The statement of Closing Date Value Purchaser shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review deliver or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access make available to the books and records of the Company Group used in the preparation of such statementSellers promptly, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after any written request, any work papers or other information used by the end Purchasers in connection with the preparation of the Resolution Period Closing Date Financial Report requested by the Sellers. If the Sellers do not object in writing to the Closing Date Financial Report within thirty (30) days after its delivery to the Sellers, such Closing Date Financial Report will automatically become final and conclusive and the Closing Date Net Working Capital and the Net Working Capital Adjustment therein shall be the Final Closing Date Net Working Capital and the Final Net Working Capital Adjustment, respectively; provided that such 30-day period shall be tolled while Sellers are waiting to receive any additional amounts owing work papers or other information reasonably requested by Sellers that were used by the Purchaser in connection with its preparation of the Closing Date Financial Report. In the event that the Sellers object in writing to the Closing Date Financial Report within such 30-day period, as extended, the Sellers and the Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report. If the Sellers and the Purchaser agree on the content of the Closing Date Financial Report, such Closing Date Financial Report will become final and conclusive. If the Sellers and the Purchaser are unable to reach agreement within fifteen (15) days after the delivery of such objection by the Sellers to the Closing Date Financial Report, then the Independent Accountants will promptly be retained to undertake a determination of the Closing Date Financial Report, which determination will be made as quickly as possible. Only disputed items (plus any items deemed by the Independent Accountants to be reasonably necessary to a determination of the disputed items) will be submitted to the Independent Accountants for review. In resolving any disputed item, the Independent Accountants may not assign a value to such party with respect item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party, in each case as presented to the Unresolved Changes Independent Accountants. The determination of the Independent Accountants will be final and binding on the Sellers and the Purchaser and the Closing Date Net Working Capital and the Net Working Capital Adjustment determined by the Independent Accountants shall be the Final Closing Date Net Working Capital and the Final Net Working Capital Adjustment, respectively. The fees and expenses of the Independent Accountants will be paid within by the Purchaser and the Sellers in the same proportion as the dollar amount of the determination in such party’s favor reflected in the Closing Date Financial Report bears to the total dollar amount of all disputed items. (b) The Purchase Price and the payments required to be made after the Closing pursuant to Section 2.6(c) will be finally determined on the basis of the Closing Date Financial Report and the Final Net Working Capital Adjustment after any determinations described in this Section 2.6(a). (c) Within five (5) Business Days after resolution thereof determination of the Final Net Working Capital Adjustment, the Purchaser or the Sellers, as the case may be, shall pay to the other the amount by which the Purchase Price, as adjusted by the CPA FirmFinal Net Working Capital Adjustment, is greater or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to less than the Purchase Price for all Tax purposes(such difference being the “Closing Purchase Price Reconciliation”) as follows: (i) if the Closing Purchase Price Reconciliation is positive, the Purchaser shall promptly pay such difference to the Sellers; and (ii) if the Closing Purchase Price Reconciliation is negative, the amount of such difference shall be paid to the Purchaser out of the Escrow Amount pursuant to the terms of the Escrow Agreement and the Sellers shall authorize and direct the Escrow Agent to release such amount to the Purchaser from the Escrow Account.

Post-Closing Adjustment. (a) As soon promptly as practicable, practicable after the Closing Date (but in no event later more than 90 one hundred and twenty (120) days following after the Closing Date), Buyer shall cause the Seller Parties shall Company to prepare and deliver to the Company a statement Sellers’ Representative (i) the consolidated balance sheet of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and its Subsidiaries as of the Seller Partiesclose of business on the day immediately preceding the Closing Date (and without giving effect to any of the transactions contemplated hereby except for certain pro-forma adjustments as described in Schedule 2.3(a)(ii)) (the “Closing Balance Sheet”) and (ii) reasonably detailed schedules setting forth the calculation of the Closing Stockholders’ Equity (as defined below) as of such date. The statement of Closing Date Value Balance Sheet shall be set forth prepared in reasonable detail to permit accordance with GAAP applied in a manner consistent with the calculations required by this Section 2.3. accounting principles (bthe “Accounting Principles”) During applied in the preparation of the statement consolidated balance sheet of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and its Subsidiaries contained in the Year-End Financial Statements for the year ended December 31, 2004, a copy of which is attached hereto as Schedule 2.3(a)(i), where applicable, using the methodology set forth on Schedule 2.3(a)(ii) hereto. To the extent there is any inconsistency between the methodology of GAAP applied in a manner consistent with the Accounting Principles and the methodology used on Schedule 2.3(a)(ii), the methodology used on Schedule 2.3(a)(ii) shall supersede and be the basis on which the Closing Balance Sheet is prepared. The Parties agree that the Closing Stockholders’ Equity will be calculated to exclude all cash, cash equivalents and marketable securities of the Company distributed to Sellers pursuant to Section 2.2(c) and shall not give effect to any Indebtedness which is retired at Closing in accordance with Section 2.2. The Sellers’ Representative and a firm of independent public accountants designated by Sellers (the “Sellers’ Accountant”) will be entitled to reasonable access during normal business hours to examine and make copies of the relevant records and working papers of the Company used to prepare the Closing Balance Sheet and calculate the Closing Stockholders’ Equity and Buyer shall cooperate fully with each other and use its commercially reasonable efforts to provide the other parties and their respective authorized representatives Sellers’ Representative with full access to the books and records of the Company Group used in Company’s accounting personnel to discuss the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt Closing Balance Sheet and the calculation of the statement Closing Stockholders’ Equity. Sellers will be solely responsible for all costs of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution PeriodSellers’ Accountant. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes Closing Balance Sheet and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes Stockholders’ Equity shall be deemed to be adjustments accepted by and shall be conclusive for the purposes of the adjustment described in Sections 2.3(b) and 2.3(c): (A) in their entirety upon the earlier to occur of (1) delivery by the Sellers’ Representative of a written notice to Buyer of Sellers’ acceptance of the Closing Balance Sheet and the Closing Stockholders’ Equity or (2) failure of the Sellers’ Representative to deliver within sixty (60) days after the date on which the Closing Balance Sheet is delivered to him the acceptance notice described in the preceding clause (A)(1) or the objection notice described in the following clause (B), or (B) in their entirety except to the Purchase Price for all Tax purposes.extent, if any, that the Sellers’ Representative shall have delivered, within sixty (60) days after the date on which the Closing Balance Sheet is delivered to him, a written notice to Buyer stating each and every item in the Closing Balance Sheet or the calculation of the Closing Stockholders’ Equity, as applicable, to which Sellers take exception and dispute as not being in accordance with GAAP, the Accounting Principles or the methodology set forth in Schedule 2.3(a)(ii), or as having computational errors, specifying in reasonable detail the nature and extent of any such exception (it being understood that any amounts not so disputed shall be paid promptly in accordance with this Section 2.3). If a change proposed by the Sellers’ Representative is disputed by Buyer, then Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such dispute. If, after a period of twenty (20) days following the date on which the Sellers’ Representative gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then PricewaterhouseCoopers

Post-Closing Adjustment. (a) As promptly as possible, but in any event within ninety (90) days after the Closing Date, Buyer will deliver to the Seller (i) an unaudited, consolidated balance sheet of the Company as of the Closing (which will have been prepared with the assistance of Buyer’s or the Company’s accountants) and (ii) its calculation of the Aggregate Consideration Amount, including all components thereof (together, the “Closing Statement”). The Closing Statement will be prepared in a manner consistent with the Net Working Capital Methodology and the definitions of the terms Closing Cash, Closing Indebtedness, Net Working Capital and Seller Transaction Expenses contained herein. The Closing Statement will entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the Contemplated Transactions (except with respect to the impact of the Transaction Tax Deductions for purposes of calculating unpaid income Tax liabilities of the Company for the Pre-Closing Tax Period) 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 Contemplated Transactions, (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities, and (iii) with respect to the calculation of Net Working Capital for purposes of the Closing Statement, the introduction or inclusion by Buyer of any line items or accounts not expressly included in the Net Working Capital Methodology. (b) Buyer will, and will cause the Company to, (i) provide the Seller and its Representatives with full access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company for purposes of their review of the Closing Statement, and (ii) cooperate fully with the Seller and its Representatives in connection with such review, including providing on a timely basis all other information necessary or useful in connection with the review of the Closing Statement as is requested by the Seller or its Representatives. If the Seller has any objections to the Closing Statement, the Seller will deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items to which the Seller objects (the “Disputed Items”). If an Objections Statement is not delivered to Buyer within ninety (90) days after delivery of the Closing Statement, the Closing Statement as prepared by Buyer will be final and binding by the parties hereto; provided, that, in the event Buyer or the Company does not provide any papers or documents reasonably requested by the Seller or any of its representatives within five (5) days of request therefor (or such shorter period as may remain in such ninety (90) day period), such ninety (90) day period will be extended by one (1) day for each additional day required for Buyer and/or the Company to fully respond to such request; provided, further, that such ninety (90) day period will be extended a minimum of ten (10) days following the date on which Buyer and/or the Company will have fully responded to such request. The Seller and Buyer will negotiate in good faith to resolve the Disputed Items and all such discussions related thereto will (unless otherwise agreed by Buyer and the Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer and the Seller are unable to reach a final resolution of all Disputed Items within thirty (30) days after the delivery of the Objections Statement to Buyer, the Seller and Buyer will submit any unresolved Disputed Items to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or another independent national accounting firm mutually selected by Buyer and the Seller (the “Accounting Firm”). Buyer and the Seller will instruct the Accounting Firm to, and the Accounting Firm shall, make a final determination of the Disputed Items (and only the Disputed Items) solely in accordance with the guidelines and procedures set forth in this Agreement. Buyer and the Seller will cooperate with the Accounting Firm during the term of its engagement. Buyer and the Seller will instruct the Accounting Firm not to, and the Accounting Firm will not, assign a value to any Disputed Item greater than the greatest value for such item assigned by Buyer, on the one hand, or the Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Seller, on the other hand. Buyer and the Seller will also instruct the Accounting Firm to, and the Accounting Firm shall, make its determination based solely on presentations by Buyer and the Seller that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Buyer and the Seller will further instruct the Accounting Firm, with respect to any Disputed Items pertaining to the calculation of Net Working Capital, not to consider or otherwise permit to be included as a Disputed Item for any purpose, any line item or account not expressly included in the Net Working Capital Methodology. The Seller and Buyer will use their respective reasonable best efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in no any event later than 90 within thirty (30) days following after the Closing Date, date on which the Seller Parties shall prepare and deliver Disputed Items are submitted to the Company a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcyAccounting Firm. The costs Accounting Firm’s determination will, absent manifest error, be final and binding on the parties hereto and will not be subject to court review or otherwise appealable. The fees and expenses of such audit shall the Accounting Firm (i) will be borne equally between the Company and by the Seller Parties. The statement in the proportion that the aggregate dollar amount of Closing Date Value shall be set forth in reasonable detail to permit the calculations required Disputed Items submitted thereto for resolution that are unsuccessfully disputed by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, (as finally determined by the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access Accounting Firm) bears to the books aggregate dollar amount of such submitted Disputed Items and records of the Company Group used (ii) will be borne by Buyer in the preparation proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by the Seller (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such statement, including the provision on a timely basis of all necessary or useful informationsubmitted Disputed Items. (c) After receipt of If the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days Aggregate Consideration Amount as finally determined pursuant to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agreeSection 3.3(b) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d“Final Aggregate Consideration Amount”) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes theretoEstimated Aggregate Consideration Amount, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be finalthen, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end determination of the Resolution Period Final Aggregate Consideration Amount, (i) Buyer will pay to the Seller, by wire transfer of immediately available funds, the amount of such excess (which in no case will exceed an amount equal to the Purchase Price Adjustment Escrow Amount) and (ii) Buyer and the Seller will jointly instruct the Escrow Agent to pay to the Seller by wire transfer of immediately available funds the Purchase Price Adjustment Amount and any additional amounts owing to such party with respect to remaining amount in the Unresolved Changes shall be paid Purchase Price Escrow Account. (d) If the Final Aggregate Consideration Amount is less than the Estimated Aggregate Consideration Amount, then, within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution determination of the Unresolved Changes Final Aggregate Consideration Amount, Buyer and the Seller will jointly instruct the Escrow Agent to (i) pay to Buyer by wire transfer of immediately available funds, an amount equal to such shortfall (which in no case will exceed the CPA Firmamount of the Purchase Price Adjustment Escrow Amount) (the “Buyer Adjustment Amount”) from the Purchase Price Adjustment Escrow Account, and (ii) pay to the Seller by wire transfer of immediately available funds the amount (if any) by which the amount of the Purchase Price Adjustment Escrow Amount is greater than the Buyer Adjustment Amount and any remaining amount in the Purchase Price Escrow Account. (fe) Any All payments made required pursuant to this Section 2.3 shall be accompanied 3.3(c) and Section 3.3(d) will, to the extent permitted by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall applicable Law, be deemed to be adjustments for Tax purposes to the Purchase Price for all Tax purposesAggregate Consideration Amount.

Post-Closing Adjustment. (a) As soon as practicable, but in no event No later than 90 days following after the Closing Date, the Seller Parties Buyer shall prepare and deliver to Parent (i) a balance sheet of the Company a statement Business as of the Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between (the Company and the Seller Parties. The statement of “Closing Date Value shall be set Balance Sheet”) and (ii) a written statement (the “Final Closing Statement”) setting forth in reasonable detail detail, together with reasonably supporting documentation, including the Closing Date Balance Sheet setting forth Buyer’s good faith calculation of (A) Net Working Capital, (B) Company Cash (C) Company Indebtedness, (D) Transaction Expenses (E) the Net Working Capital Surplus (if any) and (F) the Net Working Capital Deficit (if any), and on the basis of the foregoing, its calculation of the Closing Purchase Price. Buyer will (x) permit, and will cause each Company to permit, Parent and its advisors and representatives reasonable access to the books, records, work papers and other information of the Business to permit Parent and its advisors to review the calculations required Final Closing Statement or to address any dispute described in this Section 2.8 and (y) cooperate, and will cause each Company to cooperate, with Parent and its advisors and representatives in connection with such review or any dispute, including providing on a timely basis all other information reasonably requested in connection with the review of the Final Closing Statement. The Final Closing Statement and the calculation of the Closing Purchase Price contained therein shall entirely disregard (1) 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 Section 2.3Agreement and (2) 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) During If Parent disagrees with the preparation calculation of the statement of Closing Date Value Purchase Price as provided in Section 2.3(a) and set forth on the period of any review or dispute as provided in this Section 2.3Final Closing Statement, each of the Seller Partiesthen Parent shall, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. (c) After within 45 days following its receipt of the statement of Final Closing Date Value from Seller PartiesStatement, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers deliver a written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections (a “Dispute Notice”) setting forth in reasonable detaildetail the particulars of such disagreement. Except for such items that are specifically disputed in a Dispute Notice, Buyer Parent shall be deemed to have accepted agreed with all items and agreed amounts set forth on the Final Closing Statement, and all such items and amounts shall be final and binding on the Parties for all purposes hereunder and not subject to the statement review in accordance with Section 2.8(c). Should Parent fail to notify Buyer of Closing Date Value. If on or prior a dispute within such 45-day period, Parent shall be deemed to the 30th day after Buyer's receipt from the Seller Parties agree with ▇▇▇▇▇’s calculation and such failure will constitute Parent’s irrevocable acceptance of the statement of Final Closing Date Value, Buyer notifies Statement prepared and delivered by the Seller Parties of its objections to Buyer. In the statement of Closing Date Valueevent Parent delivers a Dispute Notice within such 45-day period, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), Parent shall in good faith attempt to resolve their differencessuch disputes, and any resolution by them as to any disputed amounts shall be final, binding and conclusiveconclusive on the Parties. (dc) Any amounts If Parent and Buyer are unable to reach a resolution with such effect within 30 days after the receipt by Buyer of Parent’s Dispute Notice, Parent and Buyer shall submit the items remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted for resolution to a nationally recognized independent accounting firm that is independent of independent accountants independent of, and reasonably satisfactory to, Seller Parties, impartial with respect to Buyer and their respective Affiliates Parent with significant experience related to purchase price adjustment disputes and mutually agreed upon by ▇▇▇▇▇▇ and Buyer (such firm being referred to as identified or selected firm, the "CPA Firm"“Independent Accountant”), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm Independent Accountant shall act as an arbitrator expert, and not an arbitrator, and shall use commercially reasonable efforts to determine, based on the provisions of this Section 2.3, issue its report as to all matters remaining in dispute (and only the Unresolved Changes such matters) and the determination of each amount in the Unresolved Changes Closing Purchase Price within 30 days after such dispute is referred to the Independent Accountant. Parent and Buyer shall instruct the Independent Accountant that (i) the Independent Accountant’s determination must (A) address only the remaining disputed items, and (B) be made solely in accordance with GAAP the terms and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be procedures set forth in a written statement delivered to Seller Parties and Buyer and shall be finalthis Agreement, binding and conclusive on including the parties for all purposes. Notwithstanding any provision definitions herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller PartiesAccounting Principles, and (ii) the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either Parent in the case Dispute Notice, on the one hand, or Buyer in the Final Closing Statement, on the other hand, or less than the smallest value for such item claimed by either Parent in the Dispute Notice, on the one hand, or Buyer in the Final Closing Statement, on the other hand. The Independent Accountant shall not have the power to modify or amend any term or provision of a liability (or contra-asset) line item this Agreement. Buyer on the one hand, and Parent on the other hand, shall bear all costs and expenses incurred by them in connection with such arbitration, except that the fees and expenses of the Independent Accountant hereunder shall be borne by ▇▇▇▇▇, on the one hand, and Parent, on the other hand, in the same proportion that the aggregate amount of such 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 line remaining disputed items are so submitted. For the avoidance of doubt and for illustrative purposes only, if the disputed items total $100 and the Independent Accountant awards $60 in Parent’s favor, then Buyer and Parent shall pay 60% and 40%, respectively, of the costs, fees and expenses of the Independent Accountant. This provision shall be specifically enforceable by the Parties, and the decision of the Independent Accountant in accordance with the provisions hereof shall be final and binding with respect to the matters so arbitrated and there shall be no right of appeal therefrom (absent manifest error or fraud). The date on which all items and amounts set forth on Exhibit A attached hereto), the amount Final Closing Statement are finally determined by in accordance with this Section 2.8 is hereinafter referred to as the CPA Firm “Determination Date.” (d) If the Final Closing Purchase Price is more greater than 150% of the corresponding amount reflected in the statement of Estimated Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between Purchase Price (the amount of such liability difference being the “Final Surplus”), then Buyer shall pay or cause to be paid, within three Business Days of the Determination Date, to Parent an amount equal to such Final Surplus by wire transfer of immediately available funds to one or more accounts designated by Parent. If the Final Closing Purchase Price is less than the Estimated Closing Purchase Price (or contra-asset) line item determined by the CPA Firm and the amount reflected in of such difference being the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value“Final Deficit”), then Parent shall pay or cause to be paid, within five (5) three Business Days following of the Determination Date, to Buyer an amount equal to such agreement Final Deficit by wire transfer of immediately available funds to one or more accounts designated by Buyer. The “Final Closing Purchase Price” means the Closing Purchase Price (i) Seller Parties shall pay to Buyer as shown in the amountFinal Closing Statement, if any, by which the Closing Date Value exceeds the Base Value, no Dispute Notice is duly delivered pursuant to Section 2.8(b) or (ii) if such Dispute Notice is delivered, (A) as agreed by Parent and Buyer shall pay pursuant to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1Section 2.8(b) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2B) in all other casesthe absence of such agreement, any and all payments shall be made within five (5) Business Days after resolution of as shown in the Unresolved Changes by the CPA Firm. (f) Any payments made Independent Accountant’s calculation delivered pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment2.8(c). (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. The Base Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) As soon as practicable, but in no event later than 90 Within 45 days following after the Closing Date, the Seller Parties shall prepare and deliver to the Company Buyer a statement combined balance sheet of the Group (the "Closing Balance Sheet") as of the close of business on the day immediately preceding the Closing Date Value, which statement (the "Closing Balance Sheet Date"). The Closing Balance Sheet shall be audited prepared in accordance with generally accepted accounting principles ("GAAP") (i) applied on a basis consistent with that used to prepare the December 31, 1999 Balance Sheet, a copy of which is attached hereto as Attachment 1.4(a); (ii) as if it were a year-end balance sheet, and certified (iii) in a format identical to the December 31, 1999 Balance Sheet. Parent and Buyer agree with the accounting methods and procedures used by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcySeller in connection with the preparation of the December 31, 1999 Balance Sheet. The costs and expenses accounting procedures used to prepare the Closing Balance Sheet shall include the taking of such audit shall be borne equally between a physical inventory as of the Company and close of business on the Seller Partieslast day of business immediately preceding the Closing Date. The statement combined net worth of the Group as reflected on the Closing Date Value shall be Balance Sheet (i.e., the excess of combined total assets over combined total liabilities, in each case as determined on the basis set forth in reasonable detail to permit the calculations required by this Section 2.31.4(a)), is referred to herein as the "Closing Date Net Worth." Notwithstanding any provision of this Agreement, the Closing Date Net Worth shall not include intercompany liabilities or assets between the Group or individual Group Members and the Seller. If the net amount of any intercompany transactions is carried as an asset on the books of a Group Member, such asset shall be eliminated by charging such amount against shareholders' or owners' equity, as the case may be. If the net amount of any intercompany transactions is carried on the books of any Group Member as a liability, such liability shall be eliminated by crediting such amount to shareholders' or owners' equity, as the case may be. During the foregoing 45 day period, the Buyer shall grant the Seller reasonable access to the books, records and personnel of the Group for purposes of determining the Closing Balance Sheet. The Buyer shall have the right to have representatives present at any physical count of the inventory taken in connection with the Closing Balance Sheet. (b) During If the preparation of Buyer, in good faith, disputes the Closing Date Net Worth as shown on the Closing Balance Sheet prepared by the Seller, the Buyer shall deliver to the Seller within 30 days after receiving the Closing Balance Sheet a notice setting forth the basis for such dispute and a statement of what the Buyer believes is the correct Closing Date Value as provided Balance Sheet (determined on the basis set forth in Section 2.3(a1.4(a)) and the correct Closing Date Net Worth and describing in reasonable detail the basis for such belief (the "Dispute Notice"). The Parties shall use reasonable efforts to resolve such dispute for a period of any review or dispute as provided in this Section 2.3, each of 30 days after the Seller PartiesBuyer has given the Dispute Notice. If the Parties resolve such dispute, the Company Closing Date Net Worth agreed to by the Parties shall be deemed to be the "Final Closing Date Net Worth" and Buyer the Closing Balance Sheet agreed to by the Parties shall cooperate fully with each other and provide be deemed to be the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information"Final Closing Balance Sheet." (c) After receipt If the Parties do not reach a final resolution within 30 days after the Buyer has given the Dispute Notice, unless the Buyer and Seller mutually agree to continue their efforts to resolve such differences, KPMG LLP or such other firm as the Buyer and the Seller shall agree upon (the "Neutral Accountants") shall resolve such dispute in the manner provided below. The Buyer and the Seller shall each be entitled to make a presentation to the Neutral Accountants, pursuant to procedures to be agreed to among the Buyer, the Seller and the Neutral Accountants, advocating the merits of the statement of position espoused by such Party; and the Neutral Accountants shall be required to resolve the dispute between the Buyer and the Seller and determine the Closing Date Value from Seller Parties, Buyer shall have 30 Net Worth within 15 business days to review the statement of thereafter. The Closing Date Value, together with Net Worth determined by the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer Neutral Accountants shall be deemed to have accepted be the Final Closing Date Net Worth and agreed the Closing Balance Sheet, as adjusted to reflect such determination, shall be deemed to be the Final Closing Balance Sheet. Such determination by the Neutral Accountants shall be conclusive and binding upon the Parties, absent fraud or manifest error. Nothing herein shall be construed to authorize or permit the Neutral Accountants (i) to determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of the dispute between the Buyer and the Seller regarding the Closing Date Net Worth, (ii) to resolve any such dispute by making an adjustment to the statement Closing Balance Sheet that is outside of the range defined by the respective amounts in the Closing Date Value. If on or prior to the 30th day after Buyer's receipt from Balance Sheet prepared by the Seller Parties of and the statement of Closing Date ValueDispute Notice or (iii) to apply any accounting methods, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Valuetreatments, Buyer and Seller Parties shall, within 20 days (principles or such longer period procedures other than as the parties may agree) following such notice (the "Resolution Period"described in Section 1.4(a), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at The Seller, on the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent ofone hand, and reasonably satisfactory tothe Buyer, Seller Partieson the other hand, Buyer and their respective Affiliates (such firm being referred to as shall share equally the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount Neutral Accountants. If the Neutral Accountants request indemnification or assurance of payment, each party hereby agrees to provide the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion Neutral Accountants with reasonable indemnification or assurance of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Partiespayment. (e) In Failure of the event that Buyer and Seller Parties agree to deliver a Dispute Notice within 30 days after receiving the statement Closing Balance Sheet shall constitute acceptance of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds Net Worth set forth on the Closing Balance Sheet, whereupon such Closing Date Value (each, Net Worth shall be deemed to be the Final Closing Date Net Worth and the Closing Balance Sheet shall be deemed to be the Final Closing Balance Sheet. Delivery by the Buyer of a "Post-Closing Adjustment"). In Dispute Notice shall constitute final and binding acceptance by the event that there are Unresolved Changes at the end Buyer of all portions of the Resolution Period, then (1) if Buyer and Seller Parties agree that Closing Balance Sheet other than those specifically identified in the Dispute Notice as being subject to a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmgood faith dispute. (f) Any payments If the Final Closing Date Net Worth is less than $25,400,047, then the Seller shall pay to the Buyer an amount equal to the difference between $25,400,047 and the Final Closing Date Net Worth. Payment shall be made by wire transfer or other delivery of immediately available funds, within five business days after the date on which the Final Closing Date Net Worth is determined pursuant to this Section 2.3 shall be accompanied 1.4 to an account or accounts designated by the Buyer. If such payment is not made within the five business days after the date on which the Final Closing Date Net Worth is determined, interest at a rate equal to 12% per annum shall compound daily beginning on the Applicable Rate from the Closing Date up to and including expiration of such five day period an ending on the date of the payment. (g) Any payments made in respect For purposes of this Agreement, "Adjusted Purchase Price" means the Base Purchase Price minus, if applicable, the amount of the Post-Closing Adjustment or Unresolved Changes shall be deemed payment required to be adjustments made by the Seller to the Purchase Price for all Tax purposesBuyer pursuant to Section 1.4(f).

Post-Closing Adjustment. The Initial Contribution Consideration shall be subject to adjustment as follows: (a) As soon promptly as practicablepracticable following the Closing Date, but in no event later more than 90 sixty (60) days following the Closing Date, the Seller Parties REIT shall prepare and deliver to the Company Contributor the following: (i) a statement balance sheet of the Manager as of the Closing (the “Closing Date ValueBalance Sheet”) that shall be prepared in accordance with GAAP, and (ii) a calculation of the Net Asset Amount of the Manager as of the Closing Date (collectively with the Closing Date Balance Sheet, the “Closing Date Financial Information”), which statement calculation shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set include a worksheet setting forth in reasonable detail to permit how the calculations required by this Section 2.3Net Asset Amount was calculated and shall be substantially in form of, and calculated in a manner consistent with the items included on, Schedule 2.04(a). (b) The Contributor shall have twenty (20) days (subject to extension for any delays encountered by the Contributor in gaining access to, or receiving, requested records or information) to enable it to review and verify the Closing Date Financial Information (the “Review Period”). During such period, the preparation REIT shall cause the Manager to make available its financial records and provide requested information, and the Manager shall make available its financial records and provide requested financial information relating to periods prior to the Closing Date and the Closing Date Balance Sheet, as the Contributor may reasonably request to enable the Contributor or its agents to verify the Closing Date Financial Information. Based upon its review, on or prior to the end of the statement of Review Period (as it may be extended as aforesaid), the Contributor shall either confirm the Closing Date Value as provided Financial Information is correct or notify the REIT in Section 2.3(a) and the period writing of any review proposed adjustments or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access objections to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationClosing Date Financial Information. (c) After receipt The Contributor and the REIT shall endeavor in good faith to resolve by mutual agreement all adjustments or objections proposed by the Contributor to the Closing Date Financial Information during, or within thirty (30) days following, the Review Period. If the Contributor and the REIT are unable to resolve any matter with respect to the Closing Date Financial Information within thirty (30) days after the Review Period, the REIT and the Contributor shall retain a nationally recognized independent accounting firm acceptable to the Contributor and the REIT (the “Reviewing Accountant”) to resolve any disputed matters as promptly as practicable. The Reviewing Accountant shall: (i) address only those disputed matters submitted to the Reviewing Accountant for resolution; (ii) make its determination in writing; and (iii) not assign a value greater than the greatest value for any such item claimed by the REIT or the Contributor, or smaller than the smallest value for any such item claimed by the REIT or the Contributor. The parties shall cooperate in good faith with each other and the Reviewing Accountant in connection with the matters set forth in this Section 2.04, including by furnishing such information as may be reasonably requested. The determination of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer Reviewing Accountant shall be deemed to have accepted final and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as binding with respect to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent ofmatters, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred not subject to as the "CPA Firm"), within 10 days after the expiration of the Resolution Periodcollateral attack for any reason absent manifest error or fraud. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party Contributor shall pay the lesser proportion a portion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser expenses of the amount claimed Reviewing Accountant equal to one-hundred percent (100%) multiplied by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto)fraction, the amount determined by the CPA Firm is lower than 50% numerator of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the total amount of disputed amounts submitted to the adjustment shall be Reviewing Accountant that are resolved in favor of the REIT (that being the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm Reviewing Accountant’s determination and the amount reflected in Contributor’s determination) and the statement denominator of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the total amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree disputed amounts submitted to the statement of Closing Date Value, then within five Reviewing Accountant (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer that being the amount, if any, sum total by which the Closing Date Value exceeds REIT’s determination and the Base Value, or (ii) Buyer Contributor’s determination differ from the determination of the Reviewing Accountant). The REIT shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end portion of the Resolution Period, then (1) if Buyer fees and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless expenses of the ultimate resolution of any Unresolved Changes, then Reviewing Accountant that the minimum amount which Buyer and Seller Parties agree Contributor is owed not required to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmpay hereunder. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (ai) As soon as practicable, but in no event later than 90 Within 60 days following after the Closing Date, the Seller Parties Sellers shall prepare and deliver or cause to be delivered to the Company a statement consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, together with an unqualified opinion thereon by Ernst & Young (the "Final Balance Sheet"). All the parties to this Agreement accept, for purposes of the calculation of the adjustment provided for in this Section 2.13(b), the principles, practices and methodologies, consistent with GAAP, used in the preparation of the consolidated balance sheet of the Company and its Subsidiaries for the year ended January 3, 1998. (ii) The Company after the Closing Date Value, which statement shall be audited cause Ernst & Young to have access to the records and certified personnel of the Company reasonably requested by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcythem for purposes of preparing or auditing the Final Balance Sheet. The costs Company shall cause KPMG to take such reasonable steps as they deem necessary to calculate the Net Working Capital of the Company and expenses its Subsidiaries as of the Closing Date and to review the procedures and materials (including work papers) employed by Ernst & Young in connection therewith. Not later than 30 days after receipt of the Final Balance Sheet, the Company shall deliver to the Seller Representative a written notice ("Objection"), setting forth any items with which the Company disagrees and a description of the basis for such disagreement. (iii) In the event that the Company delivers an Objection to the calculation of the Net Working Capital of the Company and the Subsidiaries set forth in the Final Balance Sheet, the Seller Representative shall negotiate in good faith with the Company, and the Company hereby agrees to negotiate in good faith with the Seller Representative, for a period of 30 days after receipt of such audit shall be borne equally between Objection, to seek to resolve their differences with respect to the Final Balance Sheet. If the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail Representative are unable to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation resolve all of such statementdisagreements within such 30 day period, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 then no later than seven days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt 30 day period they shall refer their remaining differences to resolve their differences, and Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally other internationally recognized firm of independent public accountants independent of, as to which the Seller Representative and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates the Company mutually agree (such firm being referred to as the "CPA Independent Firm")) who shall, within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated acting as the CPA Firmexperts and not as arbitrators, subject to verification of its independence. Each party agrees to executedetermine, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating only with respect to the workremaining differences so submitted, whether and to what extent, if any, the Net Working Capital, as derived from the Final Balance Sheet, requires adjustment. The parties shall instruct the Independent Firm to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion deliver its written determination to the allocation of Company and the dollar amount of Seller Representative no later than the Unresolved Changes between Buyer and Seller Parties made by twentieth day after the CPA remaining differences underlying the Objection are referred to the Independent Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Independent Firm's determination of the Unresolved Changes Net Working Capital shall be made within 30 days conclusive and binding upon the Company and Sellers absent manifest error. The fees and disbursements of the submission Independent Firm shall be shared equally by the Company and Sellers. The Company and Sellers shall make readily available to the Independent Firm all relevant books and records and any work papers (including those of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein parties' respective accountants) relating to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line Final Balance Sheet and all other items are set forth on Exhibit A attached hereto), the amount determined reasonably requested by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Independent Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within sixty (60) days following the Closing Date, the Seller Parties Parent shall prepare prepare, or cause to be prepared, and deliver deliver, or cause to be delivered, to the Company Stockholders' Representative (i) a statement consolidated balance sheet of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and its Subsidiaries (the Seller Parties. The statement of "Final Closing Date Value shall be set forth Balance Sheet") prepared using the Balance Sheet Principles and a calculation, in reasonable detail based upon such Final Closing Balance Sheet, setting forth the amount of Net Working Capital (the "Closing Working Capital"), the amount of cash and cash equivalents reflected thereon (the "Closing Cash Amount") and the Closing Underage (as defined in Section 2.7(b)), each as of immediately prior to permit the Closing and (ii) a certificate of an executive officer of Parent certifying that the Final Closing Balance Sheet and such calculations required by were prepared in accordance with this Section 2.32.7(a). The Final Closing Balance Sheet and the related calculations of Closing Working Capital, Closing Cash Amount and Closing Underage are referred to as the "Closing Statement. " Parent shall give, and shall cause its advisers to give, the Stockholders' Representative and its advisers reasonable access to such books, records and personnel of Parent and Surviving Corporation (b) During including the work papers of Parent and Surviving Corporation and their accountants relating to the preparation of the statement of Final Closing Date Value Balance Sheet and related calculations) as provided in Section 2.3(a) may be necessary to enable the Stockholders' Representative and its advisers to review the period of any review or dispute Final Closing Balance Sheet and such calculations during the Review Period (as provided in this Section 2.3, each defined below). The preparation of the Seller Parties, Closing Statement shall be for the Company sole purpose of determining the Closing Underage and Buyer Closing Cash Amount. The Stockholders' Representative shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. have fifteen (c15) After days following its receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days Statement (the "Review Period") to review the same. On or before the expiration of the Review Period, the Stockholders' Representative shall deliver to Parent a written statement accepting or objecting to the calculation of any portion of the Closing Date ValueWorking Capital, together Closing Underage or Closing Cash Amount set forth on the Closing Statement; provided that the Stockholders' Representative may dispute the calculation of the Closing Working Capital, Closing Underage or Closing Cash Amount as set forth in the Closing Statement only on the basis that such calculation was not made in accordance with the workpapers used in Balance Sheet Principles or on the preparation thereofbasis of arithmetic error. Unless Buyer delivers written notice In the event that the Stockholders' Representative shall object to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties Closing Statement, such statement shall include a detailed itemization of the Stockholders' Representative's objections and the reasons therefor. If the Stockholders' Representative does not deliver such statement of Closing Date Value stating that Buyer has objections to Parent within the statement of Closing Date Value and describing any such objections in reasonable detailReview Period, Buyer the Stockholders' Representative shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesStatement. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. Buyer shall conduct a physical inventory of (ai) As soon the Product Inventory as practicableof the Effective Time and (ii) the inventory included within the Transferred Assets, but in no event later other than 90 the Product Inventory, within fifteen (15) days following of the Closing Date, to provide the information necessary for the determination of the Closing Net Working Capital as of the Closing Date. Buyer shall allow representatives of Seller Parties to observe, but not participate in, such physical inventory. As promptly as practicable after the Closing Date, and in any event not later than forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to the Company Seller (i) a statement of (the "Closing Date ValueStatement"), which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit (A) the calculations required by this Section 2.3. (b) During the preparation Net Working Capital as of the statement Closing Date (the "Closing Net Working Capital") prepared in accordance with the methodology set forth on Exhibit G, and (B) its calculations of the Adjustment Amount as described in Section 3.4(d) and (ii) a copy of the schedule of Closing Date Value as provided in Section 2.3(a) Net Working Capital. Seller, at no cost to Buyer, shall give to Buyer and the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective its authorized representatives with full reasonable access to the such employees, offices, and other facilities and such books and records of Seller as are reasonably necessary to allow Buyer and its authorized representatives to prepare the Company Group used Adjustment Amount in the preparation compliance with this Section 3.4. Buyer, at no cost to Seller, shall provide all information reasonably requested by Seller and shall give representatives of such statement, including the provision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice reasonable access to the Seller Parties on or prior premises, employees and other facilities related to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections Transferred Assets and to books and records related to the statement Business as are reasonably necessary for purposes of Closing Date Value reviewing, verifying and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to auditing the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusiveAdjustment Amount. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (ai) As soon as practicable, but in no event later than 90 Within forty-five (45) days following after the Closing DateDate (the “45-Day Period”), the Seller Parties Purchaser shall prepare and deliver to the Company Seller Representative a statement (the “Closing Purchase Price Statement”) setting forth Purchaser’s calculation of the actual Closing Date ValuePurchase Price and all components thereof, which statement shall be audited and certified include (a) the Closing Book Value as of the Reference Time without giving effect to any of the transactions contemplated by Deloitte & Touche LLP. Such statement shall exclude any adjustments related this Agreement (such amount as determined pursuant to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between this Section 2.03, the Company “Final Closing Book Value”) and the Seller Parties. The statement of resulting Closing Date Book Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. Shortage (if any), and (b) During the preparation Company Expenses as of the statement of immediately prior to Closing Date Value (such amount as provided in Section 2.3(a) and the period of any review or dispute as provided in determined pursuant to this Section 2.3, each of the Seller Parties2.03, the “Final Company Expenses”), in each case, as determined in accordance with the Accounting Principles, together with reasonably detailed related supporting schedules, calculations and Buyer documentation. The Closing Purchase Price Statement shall cooperate fully be prepared in accordance with each other the same accounting methods, practices, principles, policies and provide the other parties procedures, with consistent classifications, judgments and their respective authorized representatives with full access to the books valuation and records of the Company Group estimation methodologies that were used in the preparation of such statementthe Annual Financial Statements for the most recent fiscal year end. If Purchaser does not deliver the Closing Purchase Price Statement to the Seller Representative within the 45-Day Period, including at the provision on a timely basis of all necessary or useful information. (c) After receipt election of the statement Seller Representative, (x) Purchaser will be deemed to have waived the right to object to any items set forth in the Estimated Purchase Price Statement and all such items will be deemed to be Final for purposes of determining the Post-Closing Date Value from Adjustment, as described below in this Section 2.03, or (y) the Seller PartiesRepresentative may prepare and deliver to Purchaser, Buyer no later than fifteen (15) days after the 45-Day Period, the Closing Purchase Price Statement (as prepared by Seller, the “Seller Closing Purchase Price Statement”). The Seller Representative will include in the Seller Closing Purchase Price Statement materials showing in reasonable detail the Seller Representative’s support and calculations for the amounts included in the Seller Closing Purchase Price Statement. The Seller Closing Purchase Price Statement shall have 30 days to review the statement of Closing Date Value, together be prepared in accordance with the workpapers same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to Annual Financial Statements for the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusivemost recent fiscal year end. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer the Closing Purchase Price as Finally determined pursuant to this Section 2.03 is greater than the Estimated Purchase Price, then Purchaser and the Seller Parties agree Representative shall direct the Escrow Agent to pay to the statement Seller Representative the entirety of the Escrow Amount and Purchaser shall pay to the Seller Representative an amount equal to such excess, if any. If the Closing Date ValuePurchase Price as Finally determined pursuant to this Section 2.03 is equal to or less than the Estimated Purchase Price, then Purchaser and the Seller Representative shall direct the Escrow Agent to pay to Purchaser the amount of such difference (such difference, the “Return Amount”), up to the amount of the Escrow Amount, and, simultaneously, to pay to the Seller Representative the remaining balance, if any, of the Escrow Amount after payment of the Return Amount. If the Escrow Amount is less than the amount due by Sellers under this Section 2.03 (such amount, the “Purchase Price Overage”), each Seller shall pay to Purchaser, by wire transfer of immediately available funds, to an account designated in writing by Purchaser, an amount equal to such Seller’s Post-Closing Percentage of the Purchase Price Overage within five (5) Business Days following such agreement (i) Seller Parties shall pay Days. The applicable adjusting payment to Buyer be made hereunder is the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "“Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and .” The Seller Parties agree that a Representative shall promptly deliver to each Seller such Seller’s Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution Percentage of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof funds received by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made Seller Representative pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment2.03(b)(ii). (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, but in no event later than 90 Within one hundred and twenty (120) days following after the Closing Date, Buyer shall cause to be prepared and delivered to Transferor a certificate endorsed by an executive officer of Buyer certifying a statement (the Seller Parties “Closing Statement”) setting forth Buyer’s good faith calculation of (i) the Working Capital and the Working Capital Adjustment Amount, (ii) the Wood Procurement Inventory Amount, (iii) the Closing Date Indebtedness, and (iv) the calculation of the Final Purchase Price derived therefrom in accordance with Section 2.4(d), in each case including reasonable detail regarding the calculations thereof. The Closing Statement and components thereof shall prepare be prepared in accordance with the definitions of this Agreement and deliver with the Applicable Accounting Principles and shall not give effect to the Company a statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Closing. (b) Prior to delivery of the Closing Statement, Transferor shall give Buyer and each of its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Transferor (including Transferor’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit Buyer to prepare the Closing Statement. During the preparation sixty (60)-day period following Transferor’s receipt of the statement Closing Statement, Buyer shall give Transferor and each of its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Buyer (including ▇▇▇▇▇’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit Transferor to review the Closing Date Value as provided Statement. Within sixty (60) days after receipt of the Closing Statement, Transferor shall, in Section 2.3(a) a written notice to Buyer, describe in reasonable detail any proposed adjustments to the items set forth on the Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If Buyer shall not have received a notice of proposed adjustments within such sixty (60)-day period, Transferor will be deemed to have accepted irrevocably the Closing Statement. During the thirty (30)-day period following Transferor’s delivery of any review a notice of proposed adjustments to Buyer, Transferor or dispute Buyer, as provided in this Section 2.3applicable, shall give Buyer or Transferor, as applicable, and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the Seller Partiesbooks, the Company records, properties, working papers and Buyer shall cooperate fully with each other personnel of Transferor or Buyer, as applicable, (including senior finance and provide the other parties accounting personnel and their respective authorized representatives with full access accountants) to the books and records of extent reasonably required to permit Buyer or Transferor to evaluate the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationproposed adjustments. (c) After Transferor and ▇▇▇▇▇ shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Statement during the thirty (30) days following ▇▇▇▇▇’s receipt of the statement proposed adjustments. If Transferor and ▇▇▇▇▇ are unable to resolve such dispute within such thirty (30)-day period, then, at the written request of Closing Date Value from Seller Partieseither such party (the “Dispute Resolution Request”), Buyer each such party shall have 30 days appoint a knowledgeable, responsible representative to review meet in person and negotiate in good faith to resolve the statement of Closing Date Value, together with disputed matters. Transferor and ▇▇▇▇▇ intend that these negotiations be conducted by experienced business representatives empowered to decide the workpapers used in issues. Such negotiations shall take place during the preparation thereof. Unless Buyer delivers written notice to thirty (30)-day period following the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties date of the statement of Closing Date Value stating that Buyer has objections to Dispute Resolution Request. If the statement of Closing Date Value and describing any business representatives resolve the dispute, such objections in reasonable detail, Buyer resolution shall be deemed memorialized in a written agreement (the Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to have accepted and agreed to below, the statement of “Final Closing Date ValueStatement”). If on or prior to the 30th day after Buyer's receipt from business representatives do not resolve the Seller Parties of dispute during the statement of Closing Date Valueperiod described above, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, then Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice Transferor shall jointly engage nationally recognized accounting firm (the "Resolution Period")“Accountant”) to arbitrate and resolve such disputes, attempt to resolve their differences, and any which resolution by them as to any disputed amounts shall be final, binding and conclusiveenforceable in accordance with Section 10.12. If the parties are not able to agree on a nationally recognized accounting firm, each shall select a firm and such two firms will appoint the Accountant. If such Accountant is unable or unwilling to act as the Accountant, a nationally recognized accounting firm shall be selected by lot from the remaining nationally recognized accounting firms that are not the regular independent auditor firm of Buyer or Transferor, and in such event references herein to the Accountant shall be deemed to refer to such replacement accounting firm. The Accountant shall be instructed to, within the thirty (30)-day period following its engagement, arbitrate and resolve such dispute based solely on the written submission provided by Transferor and Buyer and to consider only whether the Closing Statement (and each component thereof) is mathematically accurate and was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the Accountant) whether and to what extent the Closing Statement requires adjustment. In resolving any disputed matter, the Accountant shall be instructed to (i) adhere to the definitions contained in this Agreement, and the guidelines and principles of this Section 2.4 and (ii) not assign a value to any item higher than the highest value for such item claimed by either of Transferor or Buyer or lower than the lowest value claimed by either such party; provided, however, that to the extent the determination of value of any disputed item affects any other item used in calculating the Working Capital Adjustment, Wood Procurement Inventory Amount and Closing Date Indebtedness, such effect may be taken into account by the Accountant. The fees and expenses of the Accountant shall be shared by ▇▇▇▇▇ and Transferor in inverse proportion to the relative amounts of the disputed amount determined in favor of ▇▇▇▇▇ and Transferor, respectively. (d) Any amounts remaining in dispute at the conclusion Upon final determination of the Resolution Period Final Closing Statement pursuant to this Section 2.4, the following payments ("Unresolved Changes"if any) shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than Section 2.4(e): (i) if the lesser of the amount claimed by either Buyer or Seller Parties and shall be no Final Purchase Price is greater than the greater Closing Payment, Buyer shall pay to Transferor an amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered equal to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless such excess (iif any) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in if the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto)Final Purchase Price is less than the Closing Payment, the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties Transferor shall pay to Buyer the amount, an amount equal to such deficit (if any, by which the Closing Date Value exceeds ). “Final Purchase Price” means (i) the Base Value, or Purchase Price plus (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Final Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount Amount (which Buyer and Seller Parties agree is owed to such party shall may be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, a positive or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firmnegative number). (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. The Closing Payment shall be subject to adjustment after the Closing Date as follows: (a) As soon as practicable, but in no event later than 90 Within 30 days following after the Closing Date, the Seller Parties shall prepare and deliver to the Company a statement Buyer (i) the Closing Statement and (ii) an unaudited balance sheet of the Business as of the Closing Date Value, which statement (the "Closing Balance Sheet"). Each of the Closing Statement and the Closing Balance Sheet shall be audited prepared in accordance with GAAP and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start on a consistent basis with the accounting relating to Advantica's bankruptcy. The costs principles, practices, procedures, policies and expenses methods that were employed in the preparation of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Most Recent Balance Sheet. (b) During The Buyer shall deliver to the preparation Seller, within 30 days after delivery by the Seller to the Buyer of the Closing Statement, either a notice indicating that the Buyer accepts the Closing Statement or a statement describing the Buyer’s objections to the Closing Statement, which statement of objections shall describe in detail the specific nature and amount of each objection and shall state in detail all bases upon which the Buyer believes the Closing Date Value as provided Statement is not in conformity with the requirements set forth in Section 2.3(a) 1.4(a). During such 30-day period Seller shall, and shall cause its accountants, to respond reasonably to any inquiries from Buyer related to the Closing Working Capital Amount and the period Closing Statement. If the Buyer delivers to the Seller a notice accepting the Closing Statement, or the Buyer does not deliver a written objection to the Closing Statement within such 30-day period, then, effective as of any review either the date of delivery of such notice of acceptance or dispute as provided in this Section 2.3, each of the Seller Partiesclose of business on such 30th day, the Company and Buyer Closing Statement shall cooperate fully with each other and provide be deemed to be accepted by the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationBuyer. (c) After receipt of If the statement of Buyer timely objects to the Closing Date Value from Statement, such objections shall be resolved as follows: (i) The Buyer and the Seller Parties, shall first use reasonable efforts to resolve such objections. (ii) If the Buyer shall have and the Seller are able to resolve such objections within 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice after delivery to the Seller Parties on or prior to of such statement of objections, the 30th day after Buyer's receipt from Buyer and the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 30 days (or after delivery of such longer period as statement of objections, jointly prepare and sign a statement setting forth the parties may agree) following such notice (Closing Working Capital Amount, which amount shall reflect the "Resolution Period"), attempt resolution of objections agreed to resolve their differences, by the Buyer and any resolution by them as to any disputed amounts shall be final, binding and conclusivethe Seller. (diii) Any amounts remaining in dispute at If the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (the Seller do not reach a resolution of all objections set forth on the Buyer’s statement of objections within 30 days after delivery of such firm being referred to as statement of objections, the "CPA Firm")Buyer and the Seller shall, within 10 30 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is such 30-day period, (A) jointly prepare and sign a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, statement setting forth (1) those objections (if any, to be performed by ) that the CPA Firm shall be borne pro rata by Buyer and the Seller Parties have resolved and Buyer in proportion to the allocation resolution of the dollar amount of such objections and (2) the Unresolved Changes between Buyer Objections and Seller Parties made by (B) jointly engage the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator Neutral Accountant to determine, based on the provisions of this Section 2.3, only resolve the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesObjections. (eiv) In the event that The Buyer and the Seller Parties agree shall jointly submit to the statement of Closing Date ValueNeutral Accountant, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end date of the Resolution Period engagement of the Neutral Accountant (as evidenced by the date of the engagement agreement), a copy of the Closing Statement, a copy of the statement of objections delivered by the Buyer to the Seller, and the joint statement referred to in Section 1.4(c)(iii)(A) above. Each of the Buyer and the Seller shall submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 30 days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other Party. Unless requested by the Neutral Accountant in writing, neither the Buyer nor the Seller may present any additional amounts owing information or arguments to such party the Neutral Accountant, either orally or in writing. (v) The Buyer and the Seller shall instruct the Neutral Accountant that (A) the scope of its review and authority shall be limited to resolving the Unresolved Objections, (B) in resolving the Unresolved Objections, it shall determine an appropriate value for each Closing Statement item that is the subject of an Unresolved Objection, which value shall be equal to one of, or between, the values proposed by the Seller in the Closing Statement and by the Buyer in its statement of objections, and (C) issue a ruling which sets forth the resolution of each Unresolved Objection and includes a statement setting forth the Closing Working Capital Amount, reflecting the Neutral Accountant’s resolution of the Unresolved Objections. (vi) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.4(c) for resolving disputes with respect to the Unresolved Changes Closing Statement shall be paid the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Neutral Accountant. (vii) The Buyer and the Seller shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.4(c). (d) If the Closing Working Capital Amount as shown on the Final Closing Statement is less than the Target Working Capital Amount, the Closing Payment shall be reduced by such deficiency and the Seller shall pay to the Buyer, by wire transfer or other delivery of immediately available funds, within five (5) three Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of date on which the Unresolved Changes by the CPA Firm. (f) Any payments made Final Closing Statement is finally determined pursuant to this Section 2.3 1.4, an amount equal to such deficiency. If the Closing Working Capital Amount as shown on the Final Closing Statement exceeds the Target Working Capital Amount, the Closing Payment shall be accompanied increased by interest such excess amount and the Buyer shall pay to the Seller an amount equal to such excess (the “Adjustment Payment”). The Estimated Adjustment Payment shall be paid into an escrow account at the Applicable Rate Closing, and disbursement of the Adjustment Payment from such account shall be deferred until the Buyer has collected, from the receivables included in the Closing Date up Working Capital Amount (the “Closing Receivables”), an amount equal to and including the date of payment. (g) Any payments made in respect amount of the Post-Closing Receivables less the amount of the Adjustment or Unresolved Changes Payment, at which time payments shall be deemed to be adjustments promptly made to the Purchase Price for Seller as and when such receivables are collected by the Buyer, and such payments shall not be subject to any right of setoff by the Buyer; provided that if to the extent such Closing Receivables are not collected within 120 days after the Closing Date, the funds remaining in the escrow shall be released to the Buyer and any Closing Receivables received by the Buyer thereafter shall be promptly remitted to the Seller. To the extent the Adjustment Payment exceeds the Estimated Adjustment Payment, once the entire Estimated Adjustment Payment has been disbursed from the escrow account, the Buyer shall pay the remaining amounts directly to the Seller as and when the corresponding receivables are collected by the Buyer as provided in the previous sentence. The Buyer shall provide weekly reports to the Seller with respect to the collection of the Closing Receivables, and the Seller shall have the right to audit the books and records of the Buyer with respect to such Closing Receivables, during normal business hours following reasonable notice. The Buyer shall be entitled to receive all Tax purposesinterest earned on the escrow account, and the Seller shall bear all the costs and fees of the escrow agent. For the avoidance of doubt, the Estimated Adjustment Payment does not predetermine, limit or constrain the Closing Working Capital Amount, the amount of which may result in the Adjustment Payment being greater than, equal to, or less than the Estimated Adjustment Payment.

Post-Closing Adjustment. The Purchase Price set forth in Section 2.2 shall be subject to adjustment after the Closing Date as follows: (a) As soon as practicable, but in no event later than 90 Within forty-five (45) days following after the Closing Date, the Seller Parties Buyer shall prepare and deliver to the Company Seller the Preliminary Closing Balance Sheet. The Buyer shall prepare the Preliminary Closing Balance Sheet in accordance with Tax Accounting applied on a statement basis consistent with the application of Closing Date ValueTax Accounting to the preparation of the Financial Statements, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Net Book Value. (b) During The Seller may request in writing all additional supporting Information as reasonably may be necessary to verify the preparation Preliminary Closing Balance Sheet, and the Buyer shall promptly (but in no event more than three (3) business days following such request) provide to the Seller any such Information that is in the possession or control of the Buyer, provided that any delay in providing such Information shall extend the Objection Deadline Date by the number of days any such delivery of Information by the Buyer is delayed beyond such three (3) business day period. The Seller shall deliver to the Buyer, by the Objection Deadline Date, either a notice indicating that the Seller accepts the Preliminary Closing Balance Sheet or a reasonably detailed statement describing its objections (if any) to the Preliminary Closing Balance Sheet. If the Seller delivers to the Buyer a notice accepting the Preliminary Closing Balance Sheet, or the Seller does not deliver a written objection to the Preliminary Closing Balance Sheet by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Preliminary Closing Balance Sheet shall be deemed to be the Final Closing Balance Sheet and shall be final and binding on the Parties. If the Seller timely objects to the Preliminary Closing Balance Sheet, such objections shall be resolved as follows: (i) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (ii) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Seller’s statement of objections within thirty (30) days after delivery of such statement of objections, the Buyer and the Seller shall, promptly, but in no event more than thirty (30) days following the expiration of such thirty (30) day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller and the Accountant, to resolve any remaining objections set forth on the Seller’s statement of objections (the “Unresolved Objections”). (iii) The Buyer and the Seller shall jointly submit to the Accountant, within ten (10) days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Preliminary Closing Balance Sheet, a copy of the statement of Closing Date Value as provided in Section 2.3(a) objections delivered by the Seller to the Buyer, and a statement setting forth the resolution of any objections agreed to by the Buyer and the period Seller. Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within fifteen (15) days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. (iv) The Buyer and the Seller shall jointly instruct the Accountant that (A) within forty-five (45) days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Seller are appropriate and shall issue a ruling which shall include a balance sheet, comprised of the Preliminary Closing Balance Sheet as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant’s resolution of the Unresolved Objections, (B) in resolving any Unresolved Objection, the Accountant shall select a value for such item that is equal to or between the value for such item proposed by the Buyer in the Preliminary Balance Sheet or by the Seller in its statement of objections, and (C) the scope of the Accountant’s review or dispute as provided shall be limited to resolving the Unresolved Objections. The balance sheet issued by the Accountant pursuant to the foregoing sentence shall be deemed to be the Final Closing Balance Sheet and shall be final and binding on the Parties. (v) The resolution by the Accountant of the Unresolved Objections shall be final and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 2.3, each 2.5(b) for resolving disputes with respect to the Preliminary Closing Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce the ruling of the Accountant. (vi) The Buyer and the Seller Parties, shall share the Company fees and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records expenses of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationAccountant equally. (c) After receipt of If the statement of Net Book Value as shown on the Final Closing Date Value from Balance Sheet is less than the Target Amount, the Purchase Price shall be reduced by such deficiency and the Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice pay to the Seller Parties on Buyer, by wire transfer or prior to the 30th day after Buyer's receipt from the Seller Parties other delivery of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shallimmediately available funds, within 20 three (3) business days (or after the date on which the Final Closing Balance Sheet is finally determined pursuant to this Section 2.5, an amount equal to such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusivedeficiency. (d) Any amounts remaining in dispute at If the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to Net Book Value as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based shown on the provisions of this Section 2.3Final Closing Balance Sheet exceeds the Target Amount, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the increased by such excess amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if anySeller, by wire transfer or other delivery of immediately available funds, within three (3) business days after the date on which the Base Value exceeds the Final Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment Balance Sheet is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made finally determined pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up 2.5, an amount equal to and including the date of paymentsuch excess. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as practicable, possible but in no any event later than 90 within forty-five (45) days following the Closing Date, the Seller Parties Buyers shall prepare and deliver to the Sellers a balance sheet of the Company as of the close of business on the Closing Date (the “Closing Balance Sheet”), which will include Buyers’ calculation of the Company’s actual Net Working Capital as of the close of business on the Closing Date (the “Closing Working Capital”) and a certificate based on such Closing Balance Sheet setting forth Buyer’s calculation of the Closing Working Capital Adjustment (as defined in Section 2.04(b) (such Closing Balance Sheet, statement of Net Working Capital, and certificate, collectively, are referred to herein as, the “Closing Date Value, which statement Statement”). The Closing Balance Sheet shall be audited prepared in accordance with GAAP, consistent with the practices, policies, estimates, assumptions and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth procedures used in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each Base Balance Sheet. The preparation of the Seller Parties, Closing Statement shall be for the Company sole purpose of determining the Closing Working Capital Adjustment. The Sellers and Buyer its accountants and advisors shall cooperate fully with each other and provide the other parties and their respective authorized representatives with be given full access to all of the Company’s books and records for purposes of evaluating the accuracy and completeness of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful information. Closing Statement. The Sellers shall have twenty (c20) After Business Days following their receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Sellers shall deliver to Buyers a written statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice accepting or objecting to the Seller Parties on or prior Closing Statement (the “Sellers Statement”). If the Sellers object to the 30th day after Buyer's receipt from Closing Statement, the Seller Parties Sellers Statement shall include an itemization of the statement of Closing Date Value stating that Sellers’s objections and the reasons therefore. If the Sellers do not deliver the Sellers Statement to Buyer has objections to within the statement of Closing Date Value and describing any such objections in reasonable detailReview Period, Buyer the Sellers shall be deemed to have accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller PartiesStatement. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. The Initial Contribution Consideration shall be subject to adjustment as follows: (a) As soon promptly as practicablepracticable following the Closing Date, but in no event later more than 90 sixty (60) days following the Closing Date, the Seller Parties REIT shall prepare and deliver to the Company Contributor the following: (i) a statement balance sheet of the Manager as of the Closing (the “Closing Date ValueBalance Sheet”) that shall be prepared in accordance with GAAP, and (ii) a calculation of the Net Asset Amount of the Manager as of the Closing Date (collectively with the Closing Date Balance Sheet, the “Closing Date Financial Information”), which statement calculation shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set include a worksheet setting forth in reasonable detail to permit how the calculations required by this Section 2.3Net Asset Amount was calculated and shall be substantially in form of, and calculated in a manner consistent with the items included on, Schedule 2.04(a). (b) The Contributor shall have twenty (20) days (subject to extension for any delays encountered by the Contributor in gaining access to, or receiving, requested records or information) to enable it to review and verify the Closing Date Financial Information (the “Review Period”). During such period, the preparation REIT shall cause the Manager to make available its financial records and provide requested information, and the Manager shall make available its financial records and provide requested financial information relating to periods prior to the Closing Date and the Closing Date Balance Sheet, as the Contributor may reasonably request to enable the Contributor or its agents to verify the Closing Date Financial Information. Based upon its review, on or prior to the end of the statement of Review Period (as it may be extended as aforesaid), the Contributor shall either confirm the Closing Date Value as provided Financial Information is correct or notify the REIT in Section 2.3(a) and the period writing of any review proposed adjustments or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access objections to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationClosing Date Financial Information. (c) After receipt The Contributor and the REIT shall endeavor in good faith to resolve by mutual agreement all adjustments or objections proposed by the Contributor to the Closing Date Financial Information during, or within thirty (30) days following, the Review Period. If the Contributor and the REIT are unable to resolve any matter with respect to the Closing Date Financial Information within thirty (30) days after the Review Period, the REIT and the Contributor shall retain a nationally recognized independent accounting firm acceptable to the Contributor and the REIT (the “Reviewing Accountant”) to resolve any disputed matters as promptly as practicable. The Reviewing Accountant shall: (i) address only those disputed matters submitted to the Reviewing Accountant for resolution; (ii) make its determination in writing; and (iii) not assign a value greater than the greatest value for any such item claimed by the REIT or the Contributor, or smaller than the smallest value for any such item claimed by the REIT or the Contributor. The parties shall cooperate in good faith with each other and the Reviewing Accountant in connection with the matters set forth in this Section 2.04, including by furnishing such information as may be reasonably requested. The determination of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer Reviewing Accountant shall be deemed to have accepted final and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as binding with respect to any disputed matters, and not subject to collateral attack for any reason absent manifest error or fraud. The Contributor shall pay a portion of the fees and expenses of the Reviewing Accountant equal to one-hundred percent (100%) multiplied by a fraction, the numerator of which is the total amount of disputed amounts submitted to the Reviewing Accountant that are resolved in favor of the REIT (that being the difference between the Reviewing Accountant’s determination and the Contributor’s determination) and the denominator of which is the total amount of disputed amounts submitted to the Reviewing Accountant (that being the sum total by which the REIT’s determination and the Contributor’s determination differ from the determination of the Reviewing Accountant). The REIT shall be final, binding pay that portion of the fees and conclusiveexpenses of the Reviewing Accountant that the Contributor is not required to pay hereunder. (d) Any amounts remaining in dispute at Promptly upon the conclusion final resolution of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be matters set forth in a written statement delivered to Seller Parties and Buyer and shall be finalthis Section 2.04, binding and conclusive on if, as of the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless Closing: (i) the Net Asset Amount is positive, then the OP shall pay such positive amount to the Contributor by wire transfer of immediately available funds to an account specified in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined writing by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and Contributor; or (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm Net Asset Amount is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changesnegative, then the minimum Contributor shall pay such negative amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof OP by wire transfer of immediately available funds to an account specified in writing by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA FirmOP. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.

Post-Closing Adjustment. (a) As soon as reasonably practicable, but in no event later than 90 three (3) Business Days following the date that is ninety (90) days following after the Closing Date, the Seller Parties shall prepare and deliver cause to the Company be delivered to Buyer a statement (the “Closing Statement”) setting forth, in reasonable detail, its calculations, as of the Effective Time, of (i) the amount (if any) by which Net Working Capital exceeds Target Working Capital or the amount (if any) by which Target Working Capital exceeds Net Working Capital, (ii) the amount of Closing Date ValueIndebtedness, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses (iii) the amount of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3Transaction Expenses. (b) During the preparation The Closing Statement shall be prepared, and all of the statement of Closing Date Value individual elements thereof, as provided applicable, used to calculate the Final Purchase Price shall be determined, in Section 2.3(a) and accordance with the period of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Company Group used in the preparation of such statement, including the provision on a timely basis of all necessary or useful informationNet Working Capital Methodology. (c) After As soon as reasonably practicable, and in no event more than three (3) Business Days following the date that is ninety (90) days after the Closing Date, Buyer shall prepare and cause to be delivered to Seller a statement (the “Uncollected Receivables Statement”) setting forth, in reasonable detail, the amounts of Closing Aged Receivables that have not been collected by Buyer and the Company Group within ninety (90) days after the Closing Date. Buyer shall cause the Company Group to use commercially reasonable efforts to collect such Closing Aged Receivables within such ninety (90) day period; provided, however, that neither Buyer nor any member of the Company Group shall be required to commence any Legal Proceeding with respect to any Closing Aged Receivables. For purposes of matching collected amounts to the appropriate invoices within the Closing Aged Receivables, the Parties agree that when a relevant customer indicates that it is paying a specific invoice, then the Parties shall accept that indication in determining which outstanding invoices have been collected. Otherwise, Buyer shall cause the Company Group to use commercially reasonable efforts, including through reasonably inquiry with the relevant customer, to identify the appropriate invoice to which a payment is intended to be applied, provided that, if, following such efforts, the Company Group is unable to identify the appropriate invoice, Buyer and the Company Group shall allocate all collected amounts from relevant customers to satisfy the oldest undisputed invoices within the Closing Aged Receivables first before satisfying newer invoiced amounts (i.e., “first-in, first-out”). 3 Exhibit 10.96 (d) Following receipt of the statement Closing Statement and the Uncollected Receivables Statement, each of Closing Date Value from Seller PartiesBuyer and Seller, Buyer as applicable, and its accountants (subject to reasonable confidentiality and privilege restrictions) shall have 30 days be permitted during the succeeding thirty (30)-day period (the “Review Period”) reasonable access during regular business hours to review the statement of Closing Date ValueSeller’s or Buyer’s (as applicable) relevant employees and outside accountants, together with the and any documents, schedules or workpapers used by Seller or Buyer in the preparation thereof. Unless of the Closing Statement or the Uncollected Receivables Statement, respectively. (e) If Buyer delivers written notice to disagrees with the Seller Parties calculation of the Net Working Capital, Closing Indebtedness or Transaction Expenses, on or prior to the 30th last day after Buyer's receipt from the Seller Parties of the statement Review Period, Buyer shall notify Seller in writing of such disagreement with the calculation of the Net Working Capital, Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing Indebtedness or Transaction Expenses, which notice shall set forth any such objections disagreement in reasonable detail, the specific item of the calculation in the Net Working Capital, Closing Indebtedness or Transaction Expenses to which such disagreement relates and the specific (and reasonable) basis for each such disagreement (the “Buyer Objection Notice”). If Buyer fails to deliver the Buyer Objection Notice within the Review Period, Seller’s calculation of the Net Working Capital, Closing Indebtedness and Transaction Expenses shall be deemed to have been accepted and agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, final and binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to purposes hereunder and used in computing the contrary, no Unresolved Change shall result in an adjustment to the Final Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the statement of Closing Date Value, then within five (5) Business Days following such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or Unresolved Changes shall be deemed to be adjustments to the Purchase Price for all Tax purposes.Post-