Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five No later than ninety (10590) calendar days after following the Closing Date, Purchaser Buyer shall deliver to Seller Sellers a written report, certified by Purchaser, which report shall set statement (the “Post-Closing Statement”) setting forth Buyer’s good faith determination of (i) the Deposits assumed by Purchaser that remain with Purchaser Total Actual Revenue and (ii) the outstanding amounts of CABS A/R and Subscriber A/R as of the close last day of business on the date that is ninety calendar month ending immediately prior to the Benchmark Date. Within fifteen (9015) calendar days of Sellers’ receipt of the Post-Closing Statement, Sellers must notify Buyer in writing if they object to any of the amounts or calculations in the Post-Closing Statement and identify the objectionable amounts or calculations in their written notice to Buyer. Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections as soon as possible after Buyer’s receipt of Sellers’ objections, but not later than the earlier of (iii) December 15, 2013, or (iv) one hundred twenty (120) days from the Closing Date (the "Updated Deposit Payment Amount") Date, and the Post-Closing Statement shall be adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000to reflect any changes agreed to by Buyer and Sellers. (b) Seller The “Buyer Adjustments” shall have a period be an amount equal to (i) the product of ten (10A) Business Days following receipt the Base Purchase Price and (B) (1) the amount by which the sum of Purchaser's report described in Section 2.6 hereof the Total Actual Revenue set forth on the Closing Statement exceeds the Total Actual Revenue set forth on the Post-Closing Statement, if any, divided by (2) $15,900,000, plus (ii) the amount by which the sum of the current and 30-day CABS A/R and Subscriber A/R set forth on the Closing Statement exceeds the sum of the current and 30-day CABS A/R and Subscriber A/R set forth on the Post-Closing Statement, if any. In the event of any Buyer Adjustments, Sellers and Buyer shall jointly direct the Escrow Agent to examine release such report and Purchaser amount to Buyer from the Escrow Account. In no event shall cooperate with Sellerthe Buyer Adjustments exceed the Escrow Amount. In addition, its employees, representatives and agents in their examination of such reportthere shall be no Buyer Adjustments unless the Total Actual Revenue set forth on the Post-Closing Statement is less than $15,900,000. (c) The Business Day immediately following To the conclusion extent that Sellers receive any credit or refund relating to Pre-Paid Expenses or payments under any of the tenth Acquired Assets (10th) Business Day relating to the time period set forth in Section 2.6 hereof subsequent to Closing), Sellers shall refund to Buyer such amounts and these shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay reflected as an additional credit to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateBuyer. (d) Resolution For purposes of Disputed Payment Amount. Seller this Section 3.4, references to Total Actual Revenue shall not include any Revenue related to Subscriber Accounts that are more than forty-five (45) days past due from the invoice due date (unless related to the accounts listed in Exhibit A). (e) Buyer and Purchaser Sellers agree that if they fail to reach agreement as to the calculation of any of the payments set forth Post-Closing Adjustments provided in this Section 2.63.4 will be handled contemporaneously with the Closing, and the matter provisions of Section 3.4(a) and (b) will have no application in the event that at least forty-five (45) days prior to the Closing Date, Sellers have provided to Buyer all financial and customer data for the three full calendar months immediately preceding the Benchmark Date. Buyer and Seller agree that Future Revenue shall be referred to delivered by Seller with the Closing Statement. (f) Within 30 days of the agreement between Buyer and Seller on the Post Closing adjustments as outlined in Section 3.4(e), Buyer will provide an allocation of the Purchase Price based on an independent firm valuation of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser the acquired assets. Buyer and Seller agree to use the results of the independent valuation as the basis for any reporting that may be bound by required under the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoCode or applicable Treasury regulations.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (105) Business Days following receipt after the earlier to occur of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (cx) The Business Day immediately following the conclusion expiration of the tenth Closing Statement Review Period, if no Closing Statement Objection Notice is delivered by Seller to Buyer by such date, and (10thy) Business Day period set forth in the final resolution of all disputes properly and timely asserted by Seller regarding the Closing Statement pursuant to Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made2.2(c) above: (i) in if the event that the Updated Premium Amount exceeds the Paid Premium AmountEstimated Payment Adjustment is a positive number, Purchaser then (1) Buyer shall pay to Seller, Seller the aggregate amount of the Estimated Payment Adjustment by wire transfer of immediately available funds to an account or accounts designated in advance by Seller and (2) Buyer and Seller shall direct the Escrow Agent in writing to such disburse the Adjustment Escrow Amount to Seller by wire transfer of immediately available funds to an account as may be specified or accounts designated in advance by Seller; (ii) if the Estimated Payment Adjustment is a negative number, then Buyer and Seller shall direct the Escrow Agent in writing to disburse (1) an amount equal to the Estimated Payment Adjustment from the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer and (x2) the difference obtained remainder of the Adjustment Escrow Amount, if any, to Seller by subtracting wire transfer of immediately available funds to an account or accounts designated in advance by Seller, provided, that if the Paid Premium Adjustment Escrow Amount from is insufficient to satisfy any Estimated Payment Adjustment due and owing to Buyer (an “Adjustment Shortfall”), then Seller shall pay to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateAdjustment Shortfall; and (iiiii) in if the event that the Paid Premium Amount exceeds the Updated Premium AmountEstimated Payment Adjustment is equal to Zero Dollars ($0.00), then no payment shall be due by either Buyer or Seller under this Section 2.2(d) and Buyer and Seller shall pay direct the Escrow Agent in writing to Purchaser, disburse the Adjustment Escrow Amount to Seller by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred immediately available funds to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and account or accounts designated in advance by Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after Following the Closing DateClosing, Purchaser Parent shall cause its accountants to prepare and deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date Agent an audited reimbursement amount calculation schedule (the "Updated Deposit Payment Amount") and “Post-Closing Reimbursement Amount Calculation Schedule”), for the adjusted Premium purpose of verifying the Reimbursement Amount paid to the Seller Group based on the Updated Deposit Payment AmountClosing Reimbursement Amount Calculation Schedule prepared pursuant to Section 1.2(a)(v) above. If, calculated as eight percent (8.0%) upon acceptance by the Agent of the Updated Deposit Payment Post-Closing Reimbursement Amount Calculation Schedule (according to the procedures set forth in subparagraph (b) below), it is determined that the Reimbursement Amount calculated based on the amounts appearing on the Post-Closing Reimbursement Amount Calculation Schedule (the “Post-Closing Reimbursement Amount”) exceeds the Reimbursement Amount actually paid to the Seller Group at Closing, then Parent shall promptly make a cash payment to the Seller Group in an amount equal to the (positive) difference between the Post-Closing Reimbursement Amount and the Reimbursement Amount (such difference, the "Updated Premium “Post-Closing Adjustment Amount"”). Notwithstanding the reference in the foregoing sentence to Parent, which Updated Premium the obligation to make such payment of the Post-Closing Adjustment Amount shall be the joint and several obligation of the Buyer Group. If, on the other hand, the Post-Closing Reimbursement Amount paid to the Seller Group at Closing is smaller than the Reimbursement Amount paid to the Seller Group at Closing, then Parent shall be entitled to reclaim the Post-Closing Adjustment Amount by recourse to the Escrow Account pursuant to the procedures set forth in the Escrow Agreement; provided, however that notwithstanding any provisions in the Escrow Agreement to the contrary, if the procedures set forth in subparagraph (b) below have been followed, the Agent shall not be less than $1,250,000entitled to further dispute the Post-Closing Adjustment Amount under the Escrow Agreement. (b) To the extent required to permit the Seller Group and its Representatives to review the Post-Closing Reimbursement Amount Calculation Schedule, each Buyer Group Entity will allow the Seller Group and its Representatives full and complete access at all reasonable times to all work papers, books and records and all additional information used in preparing the Post-Closing Reimbursement Amount Calculation Schedule, and each Buyer Group Entity will make its officers, employees and independent accountants reasonably available to discuss with the Seller Group and its Representatives such papers, books and records. If the Seller Group elects to dispute the Post-Closing Reimbursement Amount Calculation Schedule, then it shall have a period of ten (10) Business Days so notify Parent within 15 days following receipt of Purchaser's report described in Section 2.6 hereof delivery to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion Agent of the tenth Post-Closing Reimbursement Amount Calculation Schedule, and thereafter, Parent and the Agent shall negotiate in good faith to settle any such dispute. If, notwithstanding such good faith negotiation, Parent and the Agent fail to settle such dispute within 15 days, either Parent or the Agent may refer the dispute to such firm of independent certified public accountants as the parties shall mutually select (10th) Business Day period set forth in Section 2.6 hereof the “Post-Closing Reimbursement Amount Calculation Auditor”). The Post-Closing Reimbursement Amount Calculation Auditor shall be called engaged jointly by the "Settlement Date." On Buyer Group and the Settlement Date the following settlements Seller Group and its fees and expenses shall be made: (i) in paid equally by the event that Buyer Group and the Updated Premium Seller Group. The Post-Closing Reimbursement Amount exceeds Calculation Auditor shall review the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer Post-Closing Reimbursement Amount Calculation Schedule and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of the Post-Closing Adjustment Amount and shall determine any adjustments thereto in accordance with this Agreement, which determination shall be made and certified in writing to the Buyer Group and the Seller Group as promptly as practicable but in any event not later than 30 days after its engagement. The determination of any Post-Closing Adjustment Amount, whether by acceptance by the Agent, negotiation, or determination of the payments set forth in this Section 2.6Post-Closing Reimbursement Amount Calculation Auditor, the matter shall be referred to an independent firm final and binding upon all of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar As soon as reasonably practicable, but in no event later than 120 days after the Closing Date, Purchaser ▇▇▇▇▇ shall deliver prepare and cause to Seller be delivered to Parent a written report, certified by Purchaserstatement (the “Final Closing Statement”) setting forth Buyer’s calculation of the Purchase Price, which report shall set forth forth, in reasonable detail, its calculations of (i) the Deposits assumed amount (if any) by Purchaser that remain with Purchaser as of which Amedisys Net Working Capital exceeds Target Amedisys Working Capital or the close of business on amount (if any) by which Target Amedisys Working Capital exceeds Amedisys Net Working Capital, (ii) the date that is ninety amount (90if any) calendar days after by which LHC Net Working Capital exceeds Target LHC Working Capital or the amount (if any) by which Target LHC Working Capital exceeds LHC Net Working Capital, (iii) Closing Date Indebtedness, (the "Updated Deposit Payment Amount"iv) Transaction Expenses and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%v) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Closing Cash. (b) Seller The Final Closing Statement shall have a period be (i) prepared, and all of ten the individual elements thereof, as applicable, used to calculate the Purchase Price shall be determined, in accordance with the Accounting Principles and (10ii) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such reportaccompanied by reasonable supporting documentation for the calculations included therein. (c) The Business Day immediately following If the conclusion of Estimated Purchase Price is greater than the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium AmountPurchase Price, Purchaser then Parent shall pay to SellerBuyer the amount of such difference, by wire transfer and to such account as may be specified by Sellerif the Estimated Purchase Price is less than the Purchase Price, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller then Buyer shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an Parent the amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on of such difference (each a “Post-Closing Adjustment Amount”). Payments in respect of a Post-Closing Adjustment Amount shall be made within five Business Days after the final determination of the Purchase Price in accordance with this Section 2.5. The Parties agree that any Post-Closing Adjustment Amount shall be treated for Income Tax reporting purposes as an adjustment to the Interest Period at the Federal Funds Ratepurchase price, except as otherwise required by applicable Law. (d) Resolution Upon receipt of Disputed Payment Amount. Seller the Final Closing Statement and Purchaser agree that if they fail calculation of the Purchase Price, Parent and its accountants (subject to reach agreement reasonable confidentiality and privilege restrictions) shall be permitted during the succeeding 45-day period (the “Review Period”) reasonable access during normal business hours to the relevant personnel of Buyer and its Affiliates, and documents used by Buyer in the preparation of the Final Closing Statement and in calculating the Purchase Price as to Parent may reasonably request. (e) If Parent disagrees with the calculation of any the Purchase Price, on or prior to the last day of the payments Review Period, Parent shall notify Buyer in writing of such disagreement with the calculation of the Purchase Price, which notice shall set forth any such disagreement in reasonable detail, the specific item of the calculation in the Purchase Price to which such disagreement relates, the specific (and reasonable) basis for each such disagreement, and the amounts of any adjustments that are necessary in Parent’s judgment (the “Objection Notice”). If Parent fails to deliver the Objection Notice within the Review Period, Buyer’s calculation of the Purchase Price shall be deemed to have been accepted by Parent and shall be final and binding and used in computing the Post-Closing Adjustment Amount. If Parent delivers the Objection Notice within the Review Period, subject to Section 2.5(f) below, ▇▇▇▇▇ and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by ▇▇▇▇▇ and Parent shall be final and binding upon the parties hereto. Any items not disputed in the Objection Notice will be deemed to have been accepted by Parent. (f) If Buyer and Parent are unable to resolve any disagreement as contemplated by Section 2.5(e) within 30 Business Days after delivery of the Objection Notice, then either Buyer or Parent may engage the dispute resolution group of KPMG US LLP (the “Independent Auditor”), on terms reasonably acceptable to each of Buyer and Parent, who shall, acting as experts and not as arbitrators, resolve the dispute set forth in the Objection Notice. The fees, costs and expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified. For example, if Parent challenges the calculation of the Purchase Price by an amount of $100,000, but the Independent Auditor determines that Parent has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Independent Auditor and Parent shall bear the other 60% of such fees and expenses. (g) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Buyer and Parent are unable to resolve. The Independent Auditor will be required to not assign a value to any disputed item that is greater than the greater value for such disputed item claimed by either Parent or Buyer or less than the lesser value for such item claimed by either Parent or Buyer in the Objection Notice or Final Closing Statement, as applicable. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the Business and written information provided by ▇▇▇▇▇ and Parent, which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Independent Auditor shall not conduct additional discovery in any form. (h) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after its engagement (i) whether the Final Closing Statement and the Purchase Price were prepared in accordance with the terms of this Agreement or, alternatively, (ii) only with respect to the disputed items submitted to the Independent Auditor, whether and to what extent (if any) the Purchase Price requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 2.6, the matter 2.5 shall be referred to an independent firm treated as compromise and settlement negotiations for purposes of certified public accountants Rule 408 of national standing reasonably acceptable to Purchaser the Federal Rules of Evidence and Sellercomparable state rules of evidence, and Purchaser all negotiations and Seller agree submissions to the Independent Auditor shall be treated as confidential information. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 2.5 are exclusive and, except as set forth below, the determination of the Independent Auditor shall be final and binding on the parties. The decision rendered pursuant to this Section 2.5(h) 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 2.5(h). The other party’s only defense to such firm with respect a request for specific enforcement or other legal action shall be fraud or manifest error by or upon the Independent Auditor. Absent such fraud or manifest error, such other party shall reimburse the party seeking enforcement for its expenses related to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoenforcement.

Post-Closing Adjustment. a. The Post-Closing Statement as agreed by ▇▇▇▇▇ and the Sellers’ Representatives or as determined by the Independent Accountant is referred to herein as the “Final Closing Statement” and (ai) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall Net Working Capital set forth on such Final Closing Statement shall be deemed the Deposits assumed by Purchaser that remain with Purchaser as of final Net Working Capital, (ii) the close of business Debt set forth on such Final Closing Statement shall be deemed the date that is ninety final Debt, (90iii) calendar days after the Transaction Expenses set forth on such Final Closing Date Statement shall be deemed the final Transaction Expenses, (iv) the Cash set forth on such Final Closing Statement shall be deemed the final Cash, and (v) the Purchase Price set forth on such Final Closing Statement shall be deemed the final Purchase Price (the "Updated Deposit Payment Amount") and “Final Purchase Price”). On the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent fifth (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th5th) Business Day period set forth in following the determination of the Final Closing Statement (the “Settlement Date”), the payments contemplated by Section 2.6 hereof 2.8(b) shall be called the "Settlement Datemade." b. On the Settlement Date Date, i. if the following settlements Final Purchase Price is greater than the Estimated Purchase Price (such difference, the “Surplus”), Buyer shall deposit, or cause to be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amountdeposited, Purchaser shall pay to Sellerwith Sellers’ Representatives, by wire transfer and of immediately available funds to such the account as may be specified by SellerSellers’ Representatives, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateSurplus; and ii. if the Final Purchase Price is less than the Estimated Purchase Price (ii) in such difference the event that “Deficiency”), then Buyer and Sellers’ Representatives shall cause the Paid Premium Escrow Agent to release an amount of cash equal to the Deficiency from the Escrow Amount exceeds the Updated Premium Amount, Seller shall pay to PurchaserBuyer, by wire transfer of immediately available funds to an account designated in writing by Buyer to Sellers’ Representatives and the Escrow Agent; provided, that to the extent that the Deficiency is greater than the Escrow Amount (such account as may be specified by Purchaserdifference the “Remaining Amount”), then Sellers’ Representative shall also pay an amount of cash equal to (x) the difference obtained Remaining Amount concurrently with the foregoing release by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateEscrow Agent by wire transfer of immediately available funds to an account designated in writing by Buyer to Sellers’ Representatives. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as c. Subsequent to the calculation of any adjustments being made in accordance with this Section 2.8, the parties will direct the Escrow Agent to release the residual balance of the payments set forth in Escrow Amount to the Sellers’ Representatives contemporaneously with the adjustments contemplated by this Section 2.6, 2.8 in accordance with the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoEscrow Agreement.

Post-Closing Adjustment. (a) Within one hundred five As promptly as practicable but no later than thirty (10530) calendar days after the Closing Date, Purchaser shall deliver there will be an adjustment (the “Post Closing Adjustment”) to Seller a written reportthe Estimated Purchase Price to arrive at the Purchase Price to reflect the actual amount of Accounts Receivable, certified by Purchaserthe actual amount of Inventory at book value, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser actual amount of Seller’s deposits, advances and prepaid expenses, the actual amount of Accounts Payable and Accrued Expenses, in each case as of the close Closing Date. Seller with the assistance of business on the date that is ninety Healthcare Facilities’ staff shall cause to be prepared and delivered to Buyer within thirty (9030) calendar days after Closing, an unaudited balance sheet and income statement as of and for the period from the Financial Statement Date (hereinafter defined) to the Closing Date prepared in accordance with GAAP (except as to absence of footnotes and subject to audit adjustments and Seller’ normal accounting practices) (the "Updated Deposit Payment Amount") “Closing Financials”), and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) a detailed calculation of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Post Closing Adjustment. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following Should Buyer dispute the conclusion amount of the tenth Post Closing Adjustment, Buyer shall promptly advise Seller. If after thirty (10th30) Business Day period set forth in Section 2.6 hereof days after delivery of Seller’s calculation thereof, Buyer and Seller are unable to agree upon the amount of the Post Closing Adjustment, Seller and Buyer shall engage an independent public accounting firm mutually acceptable to Seller and Buyer, which shall not then be called the "Settlement Date." On the Settlement Date the following settlements shall be made: regularly engaged by either (i) Buyer (or its Affiliates) or (ii) Seller (or its Affiliates) (the “Accountants”), to review the proposed Post Closing Adjustment and determine the amount thereof, such determination to be made as soon as practicable but no later than ninety (90) days after Closing. In making such review and determination the Accountants shall utilize the terms and provisions of this Agreement together with accounting policies and procedures consistent with those utilized by Seller in preparing the June 30, 2016 Financials. The decision of the Accountants shall be binding on Seller and Buyer. Buyer and Seller shall each pay one half of the reasonable fees and expenses of engagement of the Accountants unless such firm determines (x) that a net error in Seller’s favor was made in the proposed Post Closing Adjustment and such error was greater than five percent (5%) of the Post Closing Adjustment, as calculated by the Accountants, in which event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser Seller shall pay all fees and expenses of engagement of the Accountants or (y) no net error greater than five percent (5%) of the Post Closing Adjustment, as calculated by the Accountants, was made in Seller’s favor in the proposed Post Closing Adjustment, in which event Buyer shall pay all the fees and expenses of engagement of the Accountants. In the event any Post Closing Adjustment is due from Buyer to Seller, by wire transfer and Buyer shall upon demand pay to such account as may be specified by Seller the amount of the Post Closing Adjustment due Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in . In the event that the Paid Premium Amount exceeds the Updated Premium Amountany Post Closing Adjustment is due from Seller to Buyer, Seller shall upon demand pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an Buyer in immediately available funds the additional amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoPost Closing Adjustment due Buyer.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar As soon as practicable, but in no event later than 60 days after the Closing Date, Purchaser Buyer shall deliver to Seller Member Agent a written report, certified by Purchaser, which report shall set forth consolidated balance sheet of the Deposits assumed by Purchaser that remain with Purchaser Company as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount"“Closing Date Balance Sheet”). Such balance sheet shall be accompanied by a schedule (the “Buyer Adjustment Schedule”) setting forth Buyer’s calculation of (i) the Working Capital Assets and the Working Capital Liabilities, in each case as of the Closing Date (the “Proposed Closing Date Working Capital Amount”), and (ii) the amount by which the Purchase Price should be adjusted Premium (A) upward to the extent that the Proposed Closing Date Working Capital Amount based is greater than the Estimated Closing Date Working Capital Amount, and (B) downward to the extent that the Proposed Closing Date Working Capital Amount is less than the Estimated Closing Date Working Capital Amount (such proposed upward or downward adjustment is hereinafter referred to as the “Proposed Final Adjustment Amount Due”). For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the Updated Deposit Payment Amountupward or downward adjustment, calculated as eight percent (8.0%) if any, to the Purchase Price in respect of the Updated Deposit Payment Proposed Final Adjustment Amount (the "Updated Premium Amount")Due, which Updated Premium Amount shall not be less than $1,250,000apply. (b) Seller shall have a period of ten (10) Business Days following After receipt of Purchaser's report described the Buyer Adjustment Schedule, Member Agent may request, and Buyer will provide to Member Agent and its accountants and other representatives, upon reasonable notice, reasonable access during normal business hours to, or copies of, as Member Agent or such accountants and other representatives shall reasonably request, the information (including the books and records of the Surviving Company), data and work papers used in Section 2.6 hereof connection with the preparation of the Buyer Adjustment Schedule and to examine calculate the Proposed Final Adjustment Amount Due, and will make its and the Surviving Company’s personnel and accountants reasonably available to Member Agent and its accountants and other representatives to discuss any such report information, data or work papers. Without limiting the generality of the foregoing, during the Dispute Period (as defined below), Buyer agrees to make available to Member Agent the services of the Chief Financial Officer and Purchaser Controller of the Company as of the Effective Time (to the extent such persons are employees of the Surviving Company or Buyer during the Dispute Period) as requested by Member Agent to assist Member Agent with its evaluation and review of the Closing Date Balance Sheet and Buyer Adjustment Schedule; provided, however, that neither the Chief Financial Officer nor the Controller shall cooperate be required to devote more than 50% of his working hours each week to assisting Member Agent with Sellerits evaluation and review of the Closing Date Balance Sheet and the Buyer Adjustment Schedule. Buyer agrees that such persons shall not in any way be deemed to have breached any fiduciary duty, its employeesduty of loyalty, representatives or other duty owed to Buyer or the Surviving Company by so assisting Member Agent, and agents in their examination of shall not have any liability to Buyer or the Surviving Company with respect to such reportassistance. (c) Member Agent shall have 30 days from the date that Member Agent receives the deliveries contemplated in Section 1.11(a) (the “Dispute Period”) to notify Buyer, in writing, as to whether Member Agent (i) agrees with the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due (an “Approval Notice”) or (ii) disagrees with such calculations, identifying with reasonable detail the items with which Member Agent disagrees (a “Dispute Notice”). (d) If Member Agent fails to deliver a Dispute Notice to Buyer during the Dispute Period, the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due shall be deemed to be final and correct and shall be binding upon each of the parties hereto. (e) If Member Agent delivers a Dispute Notice to Buyer during the Dispute Period, Buyer and Member Agent shall, for a period of 20 days from the date the Dispute Notice is delivered to Buyer (the “Resolution Period”), use their respective good faith efforts to amicably resolve the items in dispute. Any items so resolved by them shall be deemed to be final and correct as so resolved and shall be binding upon each of the parties hereto. (f) If Buyer and Member Agent are unable to resolve all of the items in dispute during the Resolution Period, then either Member Agent or Buyer may refer the items remaining in dispute (the “Remaining Disputes”) to Deloitte & Touche LLP, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Independent Accountants”). Such referral shall be made in writing to the Independent Accountants, copies of which shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with copies of the deliveries contemplated in Section 1.11(a) and the Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the Remaining Disputes. The parties hereto shall also, within ten days of the date the Remaining Disputes are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the Remaining Disputes (copies of which shall concurrently be delivered to the other party hereto). If any party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the Remaining Disputes solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all Remaining Disputes in a written determination to be delivered to each of the parties hereto within 30 days after such matter is referred to them. The decision of the Independent Accountants as to the Remaining Disputes shall be final and binding upon the parties hereto (except to correct manifest clerical or mathematical errors) and shall not be subject to judicial review. The fees and disbursements of the Independent Accountants shall be apportioned between Buyer and the Company based on the total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accountants as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accountants. (g) Within five Business Day immediately Days following the conclusion date on which the Final Adjustment Amount Due is finally determined pursuant to this Agreement (whether through failure of Member Agent to timely deliver a Dispute Notice, agreement of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called parties, or final determination of any Remaining Disputes by the "Settlement Date." On the Settlement Date the following settlements shall be made:Independent Accountants): (i) if the Final Adjustment Amount Due results in an upward adjustment to the event that Purchase Price, (x) Buyer shall deliver to (a) the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, Paying Agent by wire transfer and to such account as may be specified by Sellerof immediately available funds, an amount equal to the product of (xi) the difference obtained Final Adjustment Amount Due multiplied by subtracting (ii) 0.93 for distribution to the Paid Premium Amount from Members in accordance with the Updated Premium Amount plus (yprocedures set forth in Section 1.9(b) and pursuant to the interest on such difference for the number of calendar days from and including allocations set forth in the Closing Date to but excluding Capitalization Schedule and (b) the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, Escrow Agent by wire transfer and to such account as may be specified by Purchaserof immediately available funds, an amount equal to the product of (x) the difference obtained Final Adjustment Amount Due multiplied by subtracting (y) 0.07, which shall be added to the Updated Premium Amount from the Paid Premium Amount plus General Indemnification Escrow, and (y) the interest on such difference parties shall instruct the Escrow Agent to promptly disburse the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement to the Paying Agent for distribution to the Interest Period at Members in accordance with the Federal Funds Rateprocedures set forth in Section 1.9(b). (dii) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as the Final Adjustment Amount Due results in a downward adjustment to the calculation of any of Purchase Price, the payments parties shall instruct the Escrow Agent to promptly disburse from the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement (x) to Buyer, an amount equal to the Final Adjustment Amount Due and (y) to the Paying Agent for distribution to the Members in accordance with the procedures set forth in Section 1.9(b), the remaining amounts (if any) of the Post-Closing Adjustment Escrow. (h) For purposes of this Section 2.61.11, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by following defined terms have the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.following meanings:

Post-Closing Adjustment. (a) Within one hundred five (105On the date specified in Section 2.5(c) calendar days after or 2.5(f) below, as applicable, the Closing Returned Amount shall be transferred to the Purchaser. The Returned Amount shall be delivered from the Second Escrow in the form of a number of Escrowed Shares equal to the Returned Amount divided by the Returned Amount Market Price. All remaining amounts of Escrowed Shares from the Second Escrow Amount shall be allocated to Sellers A, Sellers B and the Employee Bonus Transaction Personnel who are employed by the Company or a Subsidiary on the Returned Amount Determination Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall all as set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"Schedule 2.5(a), which Updated Premium Amount shall not be less than $1,250,000includes an illustration of such reduction allocation and distribution, and subject to the other terms and procedures of this Agreement and the Second Escrow Agreement. (b) Seller The Company shall prepare and deliver to the Sellers and the Purchaser the 2018 Operating Profits statements no later than April 30, 2019. The 2018 Operating Profits statements shall have been reviewed by the Company’s auditors. In addition, in the event that the Purchaser causes the Company to take or omit any action in a period manner that (i) is inconsistent with the Ordinary Course of ten Business and (10ii) Business Days following receipt has the effect of Purchaser's report described materially decreasing revenues or increasing expenses in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller2018, its employees, representatives and agents in their examination the effects of such reportaction or inaction shall be excluded from the 2018 Operating Profits statements. (c) The Business Day immediately following the conclusion After receipt of the tenth (10th) Business Day period set forth 2018 Operating Profits statements, the Parties shall thereupon, if necessary, make adjustments to the Purchase Price, as provided in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount2.1(i), Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar Ituran Shares released to the Employee Bonus Transaction Personnel, and based on the amounts reflected in the 2018 Operating Profits statements. Unless disputed, the Returned Amount shall be transferred to the Purchaser in accordance with Section 2.5(a) 10 (ten) days from after the Returned Amount Determination Date. If the Sellers or the Purchaser dispute the figures reflected on the 2018 Operating Profits statements within the above 10 (ten) days the Parties may negotiate in good faith to settle such dispute and including if such dispute is not settled within 30 (thirty) days of the Closing Date commencement of negotiations, the Sellers and Purchaser shall have the right to but excluding refer the Settlement Date matter to one of the following accounting firms: Ernst & Young, PWC, KPMG or BDO, acting as an expert and not as arbitrator (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate“Operating Profits Expert”). (d) Resolution The Company and the Purchaser shall provide the Operating Profits Expert, subject to confidentiality undertakings, with all data and documents and will allow the Sellers and the Operating Profits Expert to inspect and make copies of Disputed Payment Amountthe relevant records of the Company and the Subsidiaries as the Sellers may reasonably require in connection with the adjustment contemplated herein. (e) The Operating Profits Expert will be instructed to provide a decision in writing within 30 (thirty) days of its appointment. Seller Such decision will be final and Purchaser agree that if they fail to reach agreement as binding upon the Parties and the Employee Bonus Transaction Personnel. The expenses of the Operating Profits Expert will be borne by the Company. (f) Any transfer of Returned Amount pursuant to the calculation of any decision of the payments set forth Operating Profits Expert will be made from the Second Escrow Amount and, only in this Section 2.6the event the Second Escrow Amount is inadequate, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellerby Sellers from other resources, and Purchaser and Seller agree to be bound by the determination of within 10 (ten) days from such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretodecision.

Post-Closing Adjustment. (a) Within one hundred five sixty (10560) calendar days after the Closing Date, the Purchaser shall prepare and deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Sellers an audited balance sheet for each of the close of business on Sellers (the date that is ninety (90) calendar days after the “Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"Balance Sheet”), which Updated Premium Amount . The Closing Date Balance Sheet shall not be less than $1,250,000prepared in accordance with GAAP. (b) Seller The Sellers and their accountants may review the work papers used in the preparation of the Purchaser’s calculation of the Closing Date Balance Sheet and the Purchaser may make available to the Sellers and their accountants all such work papers and other documents and information related thereto as may be reasonably requested by the Sellers or their accountants, subject to the execution by the Sellers and its accountants of any non-disclosure agreement reasonably requested by the Purchaser. The Purchaser’s calculation of the Closing Date Balance Sheet delivered to the Sellers shall have a period become final for all purposes of ten this Agreement unless, within thirty (1030) Business Days following days after the receipt of such calculation by the Sellers, the Purchaser receives written notice of the Sellers’ disagreement of the Purchaser's report described in ’s calculation of the Closing Date Balance Sheet along with the Sellers’ determination of the Closing Date Balance Sheet, consistent with the terms of Section 2.6 hereof 2.4, and a detailed explanation as to examine the reasons for such report disagreement (the “Adjustment Report”). If the Purchaser and the Sellers are unable to agree on the Closing Date Balance Sheet within thirty (30) days after such notice is delivered, the Purchaser and the Sellers agree that a mutually acceptable independent accounting firm of nationally recognized standing (the “Independent Auditor”) shall cooperate with Seller, its employees, representatives make the final determination of the Closing Date Balance Sheet. The determination by the Independent Auditor of the Closing Date Balance Sheet shall be final and agents in their examination of such reportbinding on the Purchaser and the Sellers. (c) The Business Day immediately following If the conclusion Independent Auditor determines that the Sellers are entitled to less than fifty percent (50%) of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called total amount of the "Settlement Date." On adjustment claimed by the Settlement Date the following settlements shall be made: (i) Sellers in the event Adjustment Report, the Sellers shall pay all of the Independent Auditor’s fees and expenses in connection with this Section 2.4. If the Independent Auditor determines that the Updated Premium Amount exceeds Sellers are entitled to more than fifty percent (50%) of the Paid Premium Amounttotal amount of the adjustment claimed by the Sellers in the Adjustment Report, the Purchaser shall pay all of the Independent Auditor’s fees and expenses in connection with this Section 2.4. If the Independent Auditor determines that the Sellers are entitled to Seller, fifty percent (50%) of the total amount of the adjustment claimed by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) Sellers in the event that Adjustment Report, the Paid Premium Amount exceeds Sellers and the Updated Premium Amount, Seller Purchaser shall each pay to Purchaser, by wire transfer one-half of the Independent Auditor’s fees and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateexpenses in connection with this Section 2.4. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree In the event that if they fail to reach agreement the Acquired Assets minus Assumed Liabilities on the Closing Date Balance Sheet exceeds Acquired Assets minus Assumed Liabilities on the GAAP based balance sheet as to the calculation of any of the payments set forth in this Section 2.6Balance Sheet Date, the matter Purchase Price shall be referred to an independent firm increased on a dollar-for-dollar basis on the difference provided, however, that no adjustment will be made unless the total net adjustment exceeds US$25,000 in the aggregate. If the total net adjustment exceeds US$25,000 in the aggregate, the adjustment will be made for the entire amount, not just the amount over US$25,000. (e) In the event the Acquired Assets minus Assumed Liabilities on the GAAP based balance sheet as of certified public accountants of national standing reasonably acceptable to Purchaser and Sellerthe Balance Sheet Date exceeds Acquired Assets minus Assumed Liabilities on the Closing Date Balance Sheet, and Purchaser and Seller agree to the Purchase Price shall be bound by decreased on a dollar-for-dollar basis on the determination of such firm with respect to any such matter referred to it difference provided, however, that no adjustment will be made unless the total net adjustment exceeds US$25,000 in the aggregate. If the total net adjustment exceeds US$25,000 in the aggregate, the adjustment will be made for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving entire amount, not just the disputed matters referred to it by the parties heretoamount over US$25,000.

Post-Closing Adjustment. (a1) The Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 1.3. (2) Within one hundred five twenty (105120) calendar days after following the Closing Date, Purchaser Buyer shall deliver cause PriceWaterhouseCoopers LLP ("Buyer's Accountant") to Seller a written report, certified by Purchaser, which report shall audit the Company's books to determine the accuracy of the information set forth on the Deposits assumed by Purchaser Closing Financial Certificate (the "Post-Closing Audit"). The parties acknowledge and agree that remain with Purchaser for purposes of determining the net worth of the Company as of the close Closing Date, the value of business on the date that is ninety assets of the Company shall, except with the prior written consent of Buyer and Stockholder, be calculated as provided in the last paragraph of Section 6.9. Within five (905) calendar days after completion of the Post-Closing Audit, Buyer shall deliver a written notice (the "Financial Adjustment Notice") to the Stockholder, setting forth (i) the determination made by Buyer's Accountant of the actual Company net worth (i.e. total assets minus total liabilities) as of the Closing Date (the "Updated Deposit Payment AmountActual Company Net Worth") and if the adjusted Premium Amount Actual Company Net Worth is in excess of the Net Worth Target, the amount of the actual Net Worth Increase, provided that such actual Net Worth Increase shall be limited to a maximum of $500,000(the "Actual Net Worth Increase"), (ii) the amount of the Cash Purchase Price that would have been payable at Closing pursuant to Section 1.2(c) or that would be payable after the Closing pursuant to Section 1.2(d) to reflect the Actual Net Worth Increase, if any, in each case had the Actual Company Net Worth been reflected on the Closing Financial Certificate instead of the Certified Closing Net Worth, (iii) if there is no Actual Net Worth Increase, the amount by which the Cash Purchase Price would have been reduced at Closing had the Actual Company Net Worth been used in the calculations pursuant to Section 1.2(c) (the "Purchase Price Reduction") and (iv) if there is an Actual Net Worth Increase, the amount thereof to be paid after the Closing. The Purchase Price Reduction shall take account of the reduction, if any, to the Cash Purchase Price already taken pursuant to Section 1.2(c)(i). (3) The Stockholder shall have thirty(30) days from the receipt of the Financial Adjustment Notice to notify Buyer if the Stockholder disputes such Financial Adjustment Notice. If Buyer has not received notice of such a dispute within such thirty(30) day period, (i) if there is no Actual Net Worth Increase, Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4) the Purchase Price Reduction, and (ii) if there is an Actual Net Worth Increase, the Stockholder shall be entitled to receive from the Buyer, the amount of the Actual Net Worth Increase, in each case within five (5) days after the earlier to occur of (x) expiration of such thirty (30) day period, or (y) written notice from Stockholder of the acceptability of the Financial Adjustment Notice. If, however, the Stockholder has delivered notice of such a dispute to Buyer within such thirty(30) day period, then Buyer and Stockholder shall use their good faith efforts to resolve such dispute, but if they have been unable to do so within twenty (20) days of receipt of Stockholder's notice of dispute, then KPMG Peat Marwick, an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years, shall be engaged to review the Company's books, Closing Financial Certificate and Financial Adjustment Notice(and related information) to determine the amount, if any, of the Purchase Price Reduction, and the amount, if any, of the Actual Net Worth Increase. The independent accounting firm shall make its determination of the Purchase Price Reduction, if any, and the Actual Net Worth Increase, if any, within thirty(30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination (i) if there is no Actual Net Worth Increase, the Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4) the Purchase Price Reduction and (ii) if there is an Actual Net Worth Increase, the Stockholder shall be entitled to receive from Buyer the amount of the Actual Net Worth Increase, in each case within five (5) days after the final determination is reported by such independent accounting firm. The costs of the independent accounting firm shall be borne proportionately by Buyer and the Stockholder based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) differential amounts of their respective determinations of the Updated Deposit Payment Amount (Company's net worth at Closing from the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion determination of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called independent accounting firm, or equally by Buyer and the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) Stockholder in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound determination by the determination of such independent accounting firm with respect to any such matter referred to it for settlement. Purchaser is equidistant between the Certified Closing Net Worth and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoActual Company Net Worth.

Post-Closing Adjustment. (a) Within one hundred forty five (10545) calendar days after the Closing Date, Purchaser Chateau OP shall prepare and deliver to Seller Housing a written report, certified by Purchaser, which report shall set new Closing Date Balance Sheet setting forth the Deposits assumed by Purchaser that remain with Purchaser Working Capital Amount as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment AmountChateau Balance Sheet"). The Chateau Balance Sheet shall be prepared at Chateau's expense in accordance with GAAP and in a manner consistent with CWS's past practices (using GAAP and consistently applied adjustments). If Chateau OP fails to deliver the Chateau Balance Sheet or the Working Capital Amount as set forth on the Chateau Balance Sheet does not vary by more than $50,000 from the Working Capital Amount set forth on the original Closing Date Balance Sheet prepared by CWS, then there shall be no adjustment to the Cash Amount Per Share. If the difference is greater than $50,000 then within thirty (30) days after receipt of the Chateau Balance Sheet, Housing shall deliver to Chateau (at Housing's expense) a written statement describing its objections, if any, thereto. Unless Housing so objects within such period, the Chateau Balance Sheet shall become final and binding upon all parties. If Housing objects within such period and the adjusted Premium Amount based parties cannot agree on how to amend the Updated Deposit Payment AmountChateau Balance Sheet and make it final and binding within another fifteen (15) days, calculated as eight percent such objections shall be resolved by a "Big Five" accounting firm other than PricewaterhouseCoopers or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ which shall be instructed to resolve such dispute within thirty (8.0%30) of the Updated Deposit Payment Amount days and prepare a final Closing Date Balance Sheet (the "Updated Premium AmountFinal Balance Sheet"), which Updated Premium Amount . The resolution of disputes by the arbitrating accounting firm so selected shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof writing and shall be called conclusive and binding upon the "Settlement Date." On parties and the Settlement Date Final Balance Sheet shall become final and binding upon the following settlements date of such resolution. The fees and expenses of such accounting firm shall be made: paid one-half by Chateau and one-half by Housing. At the earlier of the time that (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer Chateau Balance Sheet becomes final and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and binding or (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as Final Balance Sheet is delivered to the calculation parties, any positive difference in excess of any of $50,000 between the payments Working Capital Amount as set forth in this Section 2.6, on the matter original Closing Date Balance Sheet prepared by CWS and the Working Capital Amount on the Final Balance Sheet shall be referred paid by Chateau to an independent firm Housing and any negative difference in excess of certified public accountants of national standing reasonably acceptable $50,000 shall be paid by Housing to Purchaser and SellerChateau, and Purchaser and Seller agree to be bound by in each case in accordance with the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoCWS Share Purchase Agreement.

Post-Closing Adjustment. (ai) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Upon completion of the close of business on Final Closing Statement pursuant to Section 2.05(b) above, the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the Preliminary Purchase Price shall be further adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated Final Closing Statement as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.62.05(c). (A) With respect to the Final Indebtedness Amount: (1) if the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; or (2) if the Final Indebtedness Amount is greater than the Estimated Indebtedness Amount, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Indebtedness Amount exceeds the Estimated Indebtedness Amount, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (B) With respect to the Final Transaction Expenses: (1) if the Final Transaction Expenses are less than the Estimated Transaction Expenses, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Transaction Expenses are less than the Estimated Transaction Expenses, and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; or (2) if the Final Transaction Expenses are greater than the Estimated Transaction Expenses, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Transaction Expenses are greater than the Estimated Transaction Expenses, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (C) With respect to the Final Work in Process Amount: (1) if the Final Work in Process Amount is greater than the Estimated Work in Process Amount, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Work in Process Amount is greater than the Estimated Work in Process Amount, and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; or (2) if the Final Work in Process Amount is less than the Estimated Work in Process Amount, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Work in Process Amount is less than the Estimated Work in Process Amount, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (D) With respect to the Final Net Working Capital: (1) if the Final Net Working Capital is greater than the Estimated Net Working Capital, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Net Working Capital exceeds the Estimated Net Working Capital and Buyer shall be obligated to pay such difference to Sellers as provided in Section 2.05(c)(ii) below; (2) if the Final Net Working Capital is less than the Estimated Net Working Capital, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Net Working Capital is less than the Estimated Net Working Capital, and Sellers shall be obligated to pay such difference to Buyer as provided in Section 2.05(c)(ii) below. (ii) The foregoing adjustments based on the Final Indebtedness Amount, Final Transaction Expenses, Final Work in Process Amount and Final Net Working Capital pursuant to Section 2.05(c)(i) above shall be netted against one another (the “Net Adjustment Amount”) so that only a single payment of the Net Adjustment Amount need be made by Buyer or Sellers, as applicable, in satisfaction of each of such adjustments. Such Net Adjustment Amount shall be payable to Sellers or Buyer (as applicable) pursuant to the following: (A) To the extent the Net Adjustment Amount produces a net payment due to Sellers pursuant to Section 2.05(c)(i), the matter Preliminary Purchase Price shall be referred increased by an amount equal to an independent firm the Net Adjustment Amount, Buyer shall pay such amount to Sellers by wire transfer or other delivery of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by immediately available funds within five (5) Business Days after the determination of the Net Adjustment Amount (the amount of such firm with respect increase to any be allocated between the Sellers in proportion to their respective holdings of Shares as set forth in Section 3.01(e) of the Disclosure Schedules), and the Escrow Agent shall release to Sellers the Purchase Price Adjustment Escrow Fund within five (5) Business Days after the determination of the Net Adjustment Amount; or (B) To the extent the Net Adjustment Amount produces a net payment due to Buyer pursuant to Section 2.05(c)(i), the Preliminary Purchase Price shall be decreased by an amount equal to the Net Adjustment Amount, and Sellers shall be obligated, jointly and severally, to pay such matter amount to Buyer by wire transfer or other delivery of immediately available funds within five (5) Business Days after the determination of the Net Adjustment Amount; provided, however, such Net Adjustment Amount shall first be paid to Buyer from the Purchase Price Adjustment Escrow Fund and shall be released to Buyer pursuant to the Escrow Agreement. Should the Net Adjustment Amount exceed the amounts within the Purchase Price Adjustment Escrow Fund, Sellers shall pay the difference to Buyer pursuant to this Section 2.05(c)(ii)(B). Should the Purchase Price Adjustment Escrow Fund exceed the Net Adjustment Amount, Escrow Agent shall release the difference to Sellers within five (5) Business Days after the determination and payment of the Net Adjustment Amount from the Purchase Price Adjustment Escrow Fund. (iii) The Preliminary Purchase Price as so adjusted pursuant to this Section 2.05(c) is referred to it for settlement. Purchaser and Seller agree to share equally herein as the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto“Purchase Price.”

Post-Closing Adjustment. (a) Within one hundred five (105) 15 calendar days after the Closing Date, Purchaser Buyer shall prepare and deliver to Seller a written report, certified by Purchaser, which report shall set forth closing inventory schedule that contains the Deposits assumed by Purchaser that remain actual value (calculated at the lower of standard or actual cost and in accordance with Purchaser GAAP) as of the close Closing of business on the date that is ninety (90) saleable finished goods, packaging materials and raw materials of the Business with a shelf life of greater than twelve calendar days after the Closing Date months (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Final Saleable Inventory Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) . Seller shall have a period of ten (10) Business Days following 10 days after its receipt of Purchaserthe Final Saleable Inventory Amount to dispute any amounts contained therein by delivering to Buyer a written notice of objection (an "Objection Notice") identifying the amounts in dispute and setting forth a reasonably detailed explanation of the basis of Seller's report described in Section 2.6 hereof dispute. If no Objection Notice is delivered to examine Buyer within such report 10-day period, the Final Saleable Inventory Amount delivered by Buyer to Seller shall be final and Purchaser binding upon the Parties. If an Objection Notice is delivered to Buyer within such 10-day period, the Parties shall cooperate with in good faith to resolve any amounts disputed by Seller. In the event that Buyer and Seller are unable to resolve such dispute within 10 days after the date an Objection Notice was delivered to Buyer, its employeesthen Buyer and Seller shall refer the issues in dispute to a nationally recognized firm of independent public accountants not then engaged by either Buyer or Seller (the "Arbiter"). Buyer and Seller shall submit their positions on the dispute to the Arbiter within 10 days after appointment as such, representatives and agents in their examination of the Arbiter shall resolve the dispute within 20 days after such report. submission (c) the "Resolution Date"), and such resolution shall be final and binding upon the Parties. The Business Day immediately following the conclusion fees and expenses of the tenth (10th) Business Day period Arbiter shall be paid one-half by Buyer and one-half by Seller. Upon finalization of the Final Saleable Inventory Amount, the purchase price shall be recalculated in the manner set forth in Section 2.6 hereof 1.4(a) above substituting such Final Saleable Inventory Amount for the Estimated Saleable Inventory Amount, which new purchase price shall be called the final "Settlement Date.Purchase Price" On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.all other purposes under this

Post-Closing Adjustment. (ai) Within one hundred five ninety (10590) calendar days after the Closing Date, Purchaser Buyer shall deliver to Seller Sellers a written report, certified by Purchaser, which report shall set forth balance sheet of the Deposits assumed by Purchaser that remain with Purchaser Company as of the close Effective Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s proposed determinations of business the actual Closing Indebtedness, Transaction Expenses, Closing Cash, Current Liabilities and the Closing Payment, in each case, as of the Effective Time and as derived from the Closing Balance Sheet. The Closing Balance Sheet and the Closing Statement shall be prepared in good faith by Buyer in accordance with GAAP, in each case unless otherwise agreed by Sellers and Buyer. If the amounts set forth on the date that is ninety (90) calendar days after Closing Statement differ from those set forth on the Estimated Closing Statement, then the Closing Date Statement shall include a statement showing (A) the "Updated Deposit Payment Amount"specific line items in the Closing Indebtedness, Transaction Expenses, Closing Cash and Current Liabilities corresponding to such differences; (B) the amount of each such line-item difference; and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (iC) in reasonable detail, the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to factual basis for each such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; anddifference. (ii) As promptly as possible, but in any event no later than the event that fifth (5th) Business Day following the Paid Premium Amount exceeds Determination Date, in accordance with Section 1.5(c), an adjustment to the Updated Premium AmountClosing Payment shall be made as follows: (A) If the Closing Payment as finally determined pursuant to Section 1.5(c) is less than the Estimated Closing Payment, Seller shall pay then the absolute value of the difference shall, within five (5) Business Days, be paid to Purchaser, Buyer by Sellers in accordance with their Pro Rata Percentage by wire transfer and of immediately available funds to an account designated by Buyer in writing no later than five (5) Business Days prior to such account as may payment. The obligations of Sellers to make such payments shall be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest several based on such difference for the Interest Period at the Federal Funds Ratetheir respective Pro Rata Percentage. (dB) Resolution of Disputed If the Closing Payment Amount. Seller and Purchaser agree that if they fail as finally determined pursuant to reach agreement Section 1.5(c) is greater than the Estimated Closing Payment, then Buyer shall, within five (C) If the Closing Payment as finally determined pursuant to Section 1.5(c) is equal to the calculation of Estimated Closing Payment, then no adjustment payment shall be made by any of the Party. (iii) Any payments set forth in made pursuant to this Section 2.6, the matter 1.5(b) shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound treated by the determination of such firm with respect Parties as an adjustment to any such matter referred to it the Initial Consideration for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered Tax purposes unless otherwise required by it in resolving the disputed matters referred to it by the parties heretoapplicable Law.

Post-Closing Adjustment. (a) Within one hundred As soon as practicable, but not more than five (105) calendar days after the Final Post-Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that Statement is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be madedetermined: (i) in the event that the Updated Premium Amount exceeds the Paid Premium AmountParent shall deliver, Purchaser shall pay or cause to Sellerbe delivered, by wire transfer of immediately available funds to the Exchange Agent (such amount to be paid by the Exchange Agent to the Stockholders pursuant to the Payments Agreement), the amount (the “Excess Amount”), if any, by which the Net Working Capital on the Closing Date, as reflected in the Final Post-Closing Statement, is greater than the Target Working Capital by more than $100,000; and such payment shall result in an immediate upward adjustment to the Purchase Price by such account as may be specified Excess Amount. Parent shall have the right to offset payment of any such Excess Amount by Seller, an amount equal to (x) the difference obtained amount by subtracting which any portion of the Paid Premium Amount from the Updated Premium Amount plus (y) the interest aggregate amount of Net Working Capital on such difference for the number of calendar days from and including the Closing Date in excess of the Target Working Capital is directly attributable to an outstanding account receivable of the Company that was due and payable as of the Closing, but excluding uncollected as of the Settlement Date date of the Final Post-Closing Statement (each such account receivable, an “Uncollected A/R Amount”); provided, however, Parent shall pay, on the "Interest Period") at the Federal Funds Rate; andHoldback Release Date, any Uncollected A/R Amounts that are collected prior to such date. (ii) Parent shall be entitled to recover from the Holdback, the amount, if any, by which the Net Working Capital on the Closing Date, as reflected in the event that Final Post-Closing Statement, is less than the Paid Premium Amount exceeds Target Working Capital by more than $100,000; and shall result in an immediate downward adjustment to the Updated Premium AmountPurchase Price by such amount. (iii) Parent shall deliver, Seller shall pay or cause to Purchaserbe delivered, by wire transfer of immediately available funds to the Exchange Agent (such amount to be paid by the Exchange Agent to the Stockholders and Warrantholders pursuant to the Payments Agreement), the amount, if any, by which the Closing Cash, as reflected in the Final Post-Closing Statement, is greater than the Estimated Closing Cash; and such account as may be specified payment shall result in an immediate upward adjustment to the Purchase Price by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateamount. (div) Resolution of Disputed Payment Amount. Seller Parent shall be entitled to recover from the Holdback, the amount, if any, by which the Closing Cash on the Closing Date, as reflected in the Final Post-Closing Statement, is less than the Estimated Closing Cash; and Purchaser agree that if they fail to reach agreement as shall result in an immediate downward adjustment to the calculation Purchase Price by such amount. (v) Parent shall deliver, or cause to be delivered, by wire transfer of any of immediately available funds to the payments set forth Exchange Agent (such amount to be paid by the Exchange Agent to the Stockholders pursuant to the Payments Agreement), the amount, if any, by which the Closing Indebtedness Amount, as reflected in the Final Post-Closing Statement, is less than the Estimated Closing Indebtedness Amount; and such payment shall result in an immediate upward adjustment to the Purchase Price by such amount. (vi) Parent shall be entitled to recover from the Holdback, the amount, if any, by which the Closing Indebtedness Amount, as reflected in the Final Post-Closing Statement, is greater than the Estimated Closing Indebtedness Amount; and shall result in an immediate downward adjustment to the Purchase Price by such amount. Any payment or recovery pursuant to this Section 2.6, the matter 2.04(d) shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretodeemed a “Post-Closing Adjustment.”

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser The Cash Purchase Price shall deliver be subject to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days adjustment after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000specified in this Section 1.3. (b) Seller Within one hundred twenty (120) days following the Closing Date, Buyer, at its option, shall have cause PriceWaterhouseCoopers ("Buyer'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, (i) the value of the assets of the Company shall, except with the prior written consent of Buyer, be calculated as provided in the last paragraph of Section 6.9 and (ii) net worth shall be calculated in accordance with Section 1.2(b). In the event that Buyer's Accountant determines that the actual Company net worth as of the Closing Date was less than the Certified Closing Net Worth, Buyer shall deliver a period of ten written notice (10the "Financial Adjustment Notice") Business Days following receipt of Purchaser's report described to the Stockholders' Representative, as defined in Section 2.6 hereof 1.6, setting forth (i) the determination made by Buyer's Accountant of the actual Company net worth (the "Actual Company Net Worth"), (ii) an explanation in reasonable detail of all calculations made by the Buyer's Accountant in connection with determining the Actual Company Net Worth, including supporting work papers which shall be made available in Santa Ana, California, (iii) the amount of the Cash Purchase Price that would have been payable at Closing pursuant to examine such report Section 1.2(c) had the Actual Company Net Worth been reflected on the Closing Financial Certificate instead of the Certified Closing Net Worth, and Purchaser (iv) the amount by which the Cash Purchase Price would have been reduced at Closing had the Actual Company Net Worth been used in the calculations pursuant to Section 1.2(c) (the "Purchase Price Adjustment"). The Purchase Price Adjustment shall cooperate with Sellertake account of the reduction, its employeesif any, representatives to the Cash Purchase Price already taken pursuant to Section 1.2(c)(i). In the event that the Buyer's Accountant determines that there is a Net Worth Excess (as defined in Section 1.2(b)(i)), then the terms and agents in their examination conditions of such reportSection 1.2(b)(ii) shall govern. (c) The Business Day immediately following Stockholders' Representative shall have sixty (60) days from the conclusion receipt of the tenth Financial Adjustment Notice to notify Buyer if the Stockholders dispute such Financial Adjustment Notice. If Buyer has not received notice of such a dispute within such sixty (10th60) Business Day period set forth day period, Buyer shall be entitled to receive from the Stockholders (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.1.4)

Post-Closing Adjustment. (a) Within one Pursuant to the procedures set out in Section 1.11(b), if it is determined that the Net Current Assets of the Business on the Closing Date are more or less than two hundred thousand dollars ($200,000), then the Purchase Price will be increased by any amount by which such Net Current Assets exceed $200,000 or be reduced by any amount by which such Net Current Assets are less than $200,000 (such change to the Purchase Price, the “Post-Closing Adjustment”). Payment of any required Post-Closing Adjustment shall be made within five (1055) calendar days Business Days following the date such Post-Closing Adjustment is deemed to be finally determined (a “Post-Closing Payment”). Such Post-Closing Payment shall be made by wire transfer of immediately available funds to the account or accounts designated by the Purchaser or the Seller to receive such payment. (b) As promptly as practicable, and in any event not later than 20 Business Days after the Closing Date, Purchaser shall prepare and deliver to Seller a written report, certified by statement (the “Final Purchase Price Adjustment Statement”) setting forth in reasonable detail Purchaser, which report shall set forth ’s good faith calculation of the Deposits assumed by Purchaser that remain with Purchaser Post-Closing Adjustment as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment AmountDate, calculated as eight percent (8.0%) derived from Purchaser’s review of the Updated Deposit Payment Amount (financial and other books and records of the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Business. (bi) Purchaser agrees to give Seller and its representatives full access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and other materials of Purchaser as Seller and its representatives may request in connection with Seller’s review of such Final Purchase Price Adjustment Statement. (ii) Seller shall have may, in good faith, dispute the calculations contained in such Final Purchase Price Adjustment Statement by delivery of written notice thereof (a period of ten (10“Dispute Notice”) to Purchaser within 20 Business Days following receipt by Seller of Purchaser's report described the Final Purchase Price Adjustment Statement. The Dispute Notice shall set forth in Section 2.6 hereof to examine such report and Purchaser shall cooperate reasonable detail all items disputed by Seller, together with Seller’s proposed changes thereto, its employeesincluding without limitation, representatives and agents an explanation in their examination reasonable detail of the basis on which Seller proposes such reportchanges. (ciii) The Business Day immediately following If (A) by written notice to Purchaser within the conclusion of the tenth (10th) 20 Business Day period set forth referred to in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and clause (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amountabove, Seller accepts such Final Purchase Price Adjustment Statement, or (B) Seller fails to deliver a Dispute Notice within such 20 Business Day period (which failure shall pay result in Seller being deemed to Purchaser, by wire transfer and have agreed to such account as may be specified Final Purchase Price Adjustment Statement delivered by Purchaser), an amount equal to such Final Purchase Price Adjustment Statement delivered by Purchaser (xand the Post-Closing Payment set forth therein) shall become final and binding on the difference obtained by subtracting parties as of the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on date of such difference for the Interest Period at the Federal Funds Rateacceptance or deemed acceptance. (div) Resolution of Disputed Payment Amount. If Seller shall have timely delivered a Dispute Notice, then Purchaser and Purchaser agree that if they fail Seller shall attempt to reach agreement as to on the calculation of any matters identified in the Dispute Notice. If, within 20 Business Days from Purchaser’s receipt of the payments set forth in this Section 2.6Dispute Notice, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree shall not have reached a resolution in writing of the matters identified in the Dispute Notice, then such matters shall be submitted to be bound an Independent Registered Public Accounting Firm, mutually agreed upon by the determination of such firm with respect to any such matter referred to it parties, for settlementresolution. Purchaser and Seller agree shall instruct the Independent Registered Public Accounting Firm to share equally prepare and deliver, within 20 Business Days of such submission, a revised Final Purchase Price Adjustment Statement (including without limitation, the calculation of the Post-Closing Payment) taking into account all items not in dispute between Purchaser and Seller and those items requested by Purchaser and Seller to be resolved by the Independent Registered Public Accounting Firm. Purchaser shall furnish or cause to be furnished to the Independent Registered Public Accounting Firm access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and other materials of Purchaser and Seller as the Independent Registered Public Accounting Firm may request. The fees and charges expenses of the Independent Registered Public Accounting Firm shall be borne by Purchaser if the Independent Registered Public Accounting Firm determines that any payment set forth in the Final Purchase Price Adjustment Statement should be adjusted by five percent (5%) or more; otherwise, such firm for services rendered fees shall be borne by it in resolving Seller. The revised Final Purchase Price Adjustment Statement (including, without limitation, the disputed matters referred to it calculation of the Post-Closing Payment thereon) delivered by the parties heretoIndependent Registered Public Accounting Firm shall be final and binding upon Purchaser and Seller and shall not be subject to challenge or appeal by either party. (v) Any payment to be made under this Section 1.11 by Seller to Purchaser, if not timely paid by Seller, shall be a deduction against payments due to Seller of Par B Shares, Par C Shares or Performance Earn Out Cash Payments.

Post-Closing Adjustment. (ai) Within one hundred five If the Closing Net Worth Amount as reflected on the Final Closing Balance Sheet is determined to be less than the Base Net Worth Amount, there will be a dollar-for-dollar downward adjustment of the Purchase Price, with Seller being obligated to pay Buyer the sum by which the Closing Net Worth Amount is less than the Base Net Worth Amount. If, however, the Closing Net Worth Amount as reflected on the Final Closing Balance Sheet is determined to be greater than the Base Net Worth Amount, there will be a dollar-for-dollar upward adjustment of the Purchase Price, with Buyer being obligated to pay Seller any sum by which the Closing Net Worth Amount exceeds the Base Net Worth Amount. (105ii) calendar days The Purchase Price shall also be subject to adjustment after the Closing Date on account of the proration of water, electricity, gas, sewage and other utility charges and Taxes applicable to the Business and/or the Assets if and only to the extent such amounts are not reflected on the Final Closing Balance Sheet. (iii) If the Purchase Price is subject to adjustment pursuant to this Section 2.1(c), the required adjustment, together with interest on the amount being paid from the Closing Date to the date of payment at a rate per annum equal to the prime rate charged by Bank of America in effect on the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety will be paid within five (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (105) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of the amount due. Any party may, in its sole discretion, make a payment pursuant to this Section 2.1(c) prior to the final determination of the Final Closing Balance Sheet for the purpose of reducing the interest it may be obligated to pay pursuant to such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoprovision.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after Subject to the resolution of all disputes, if any, regarding the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after Statement and the Closing Date Balance Sheet in accordance with Section 1.6(b) above, the Consideration shall be further adjusted to the extent that the final Net Working Capital Amount as determined in clause “(b)” above is: (i) less than Estimated Net Working Capital Amount minus $100,000 (the "Updated Deposit Payment Amount"“Target Working Capital Minimum”) or (ii) greater than Estimated Net Working Capital Amount plus $100,000 (the “Target Working Capital Maximum” and such adjustment as reflected in clauses “(i)” and “(ii)”, the “Post-Closing Adjustment”). If the Net Working Capital Amount is less than the Target Working Capital Minimum, then the Consideration will be decreased on a dollar-for-dollar basis by the amount by which the Target Working Capital Minimum exceeds the final Net Working Capital Amount (the “Shortfall Post-Closing Adjustment”) and the adjusted Premium Amount based on Escrow Agent shall release the Updated Deposit Payment Amount, calculated as eight percent (8.0%) amount of the Updated Deposit Payment Amount Shortfall Post-Closing Adjustment to Buyer from the Escrow Funds in satisfaction thereof; provided, however, that notwithstanding the foregoing, to the extent the Shortfall Post-Closing Adjustment exceeds the lesser of (i) $200,000 or (ii) the "Updated Premium Amount")amount of the remaining Escrow Funds, which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten pay such excess amount in cash funds to Buyer within five (105) Business Days following receipt of Purchaser's report described in after the date on which the Closing Statement and the Closing Date Balance Sheet are determined to be final pursuant to Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller1.6(b) above. If the Net Working Capital Amount is greater than the Target Working Capital Maximum, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following then the conclusion of Consideration will be increased on a dollar-for-dollar basis by the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called amount by which the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium final Net Working Capital Amount exceeds the Paid Premium AmountTarget Working Capital Maximum (the “Surplus Post-Closing Adjustment”), Purchaser shall and Buyer shall, within five (5) Business Days after the date on which the Closing Statement and the Closing Date Balance Sheet are determined to be final pursuant to Section 1.6(b) above, pay to Seller, by wire transfer and to such account as may be specified by Seller, cash funds in an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Surplus Post-Closing Date Adjustment to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateSeller. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. As soon as practicable following the ----------------------- Closing, Sellers, with the assistance and co-operation of Buyer, shall prepare a balance sheet of Subsidiaries prepared as a year-end statement in accordance with generally accepted accounting principals (a"GAAP") Within consistently applied in a manner consistent with the methods utilized by the Subsidiaries in the preparation of the December 31, 1997 financial reports of Subsidiaries, which shall reflect all of the assets and liabilities of the Subsidiaries, as the same is to be adjusted to reflect those matters identified in Section 4 (the "Adjusted Closing Balance Sheet"), which shall be delivered to Buyer not later than one hundred five twenty (105120) days after the Closing. The Adjusted Closing Balance Sheet shall be prepared in order to calculate the Purchase Price and shall be used for no other purpose. If Buyer agrees to the Adjusted Closing Balance Sheet, it shall become the "Final Adjusted Closing Balance Sheet". If Buyer does not agree to the Adjusted Closing Balance Sheet, it shall within fifteen (15) business days after delivery of the Adjusted Closing Balance Sheet by Sellers, prepare and deliver to Sellers a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Adjusted Closing Balance Sheet. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as representative of Buyer, and ▇▇▇▇ ▇▇▇▇▇▇▇, as representative of Sellers (collectively, the "Representatives") shall use their best efforts to resolve the Disputed Adjustments. If the Representatives are able to reach an agreement on the Disputed Adjustments, the Adjusted Closing Balance Sheet shall be amended to reflect such agreement and shall become the "Final Adjusted Closing Balance Sheet". If the Representatives are unable to reach an agreement on the Disputed Adjustments within thirty (30) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified receipt by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Sellers of the close Disputed Adjustments, then the Disputed Adjustments shall be submitted by Buyer and Sellers to their respective independent accountants on or before the thirty-first (31st) calendar day after receipt by Sellers of business the Disputed Adjustments, and the parties shall use their reasonable efforts to cause these accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Sellers each shall be responsible for the fees, costs and expenses of their respective independent accountants. If the respective independent accounting firms are able to reach an agreement on the date that is ninety (90) calendar days after Disputed Adjustments, the Adjusted Closing Date (Balance Sheet shall be amended to reflect such agreement and shall become the "Updated Deposit Payment AmountFinal Adjusted Closing Balance Sheet". If no agreement is reached within fifteen (15) and business days following submission to the adjusted Premium Amount based on independent accountants, the Updated Deposit Payment Amount, calculated as eight percent (8.0%) resolution of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof dispute shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: submitted to Deloitte & Touche in Nashville, Tennessee with instructions to complete its review and report within fifteen (i15) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, business days thereafter. The report prepared by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm Deloitte & Touche with respect to any such matter referred unresolved matters shall be final and shall be the basis for the Final Adjusted Closing Balance Sheet. The fees, costs and expenses of the third firm of independent accountants shall be borne by Buyer and Sellers equally. The Final Adjusted Closing Balance Sheet shall be deemed to it for settlement. Purchaser be and Seller agree to share equally the fees shall be conclusive and charges of such firm for services rendered by it in resolving the disputed matters referred to it by binding on the parties heretoto this Agreement for purposes of determining the Purchase Price pursuant to paragraph 4(a) hereof and otherwise. The settlement with respect to the Purchase Price shall take place at 10:00 a.m., local time, at the offices of Buyer on a date no later than 10 business days after the acceptance of the Final Adjusted Closing Balance Sheet (the "Settlement"), or such other time and place as the parties may agree upon.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date The Purchase Price will be adjusted (the "Updated Deposit Payment AmountPost-Closing Adjustment"), dollar for dollar following the Effective Time of Closing (i) and to the adjusted Premium Amount based on extent that the Updated Deposit Payment AmountTangible Net Worth of Seller as of December 31, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount 1997 (the "Updated Premium AmountFinal Tangible Net Worth") shown upon the Year End Balance Sheet differs from the Tangible Net Worth of Seller at November 30, 1997 (the "Contract Tangible Net Worth") shown upon the Interim Date Balance Sheet of Seller dated as of November 30, 1997 (the "Interim Date Balance Sheet") attached to Schedule 2.5.1(a), which Updated Premium Amount shall not be less than $1,250,000. (b) For purposes of this Agreement, Tangible Net Worth shall mean total assets (other than Excluded Assets) less intangible assets (including, but not limited to, the intangible assets owned directly or indirectly by NVB or otherwise related to the NVB Franchise) less total liabilities (other than Excluded Obligations) as reflected on the Interim Date Balance Sheet and on the Year End Balance Sheet, respectively. In determining Tangible Net Worth, except for the Inventory Reserve and except for the application of Section 5.3, there should be no deduction for any Inventory which is determined not to be salable in the ordinary course of business as previously conducted by Seller. The Interim Date Balance Sheet was prepared by Seller shall have a period and delivered to Buyer prior to the date hereof, and Seller has made available to Buyer all of ten Seller's work papers and other relevant documents in connection with the preparation of the Interim Date Balance Sheet (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Sellercollectively, its employees, representatives and agents in their examination of such reportthe "Interim Date Balance Sheet Work Papers"). (c) The Business Day immediately following Tangible Net Worth, as of December 31, 1997 (the conclusion "Year End Date"), shall be determined by Seller and reflected on the Balance Sheet of Seller dated as of the Year End Date (the "Year End Balance Sheet"). As promptly as possible and in any event within sixty (60) days after the date hereof, Seller shall prepare the Year End Balance Sheet, with the assistance and cooperation of Buyer, which Year End Balance Sheet shall be audited and accompanied by a report from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("AA"), Seller's independent certified public accountants, which shall state, among other things, that the Year End Balance Sheet, as of the Year End Date, fairly represents, in all material respects, the financial position of Seller as of the Year End Date, in conformity with GAAP consistently applied. At the time the Year End Balance Sheet is delivered to Buyer, Seller shall make available to Buyer all of Seller's work papers and other relevant documents in connection with the preparation of the Year End Balance Sheet (collectively, the "Year End Balance Sheet Work Papers"). Buyer shall pay AA for its fees in connection with auditing the Year End Balance Sheet and Seller shall reimburse Buyer for such portion of such fees as shall be equal to the amount paid by Seller to AA for the audit of Seller's 1996 Audited Financial Statements against receipt of reasonable evidence as to the payment of such fees by Seller. (d) Unless Buyer provides written notice of a specific objection to the Year End Balance Sheet before the close of business on the tenth (10th) Business Day period set forth in Section 2.6 hereof after the date of Buyer's receipt of the Year End Balance Sheet and the Year End Balance Sheet Work Papers, such Year End Balance Sheet shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer become binding upon Buyer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to will form the calculation of any basis of the payments set forth in this computation under Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto2.5.

Post-Closing Adjustment. (ai) Within one hundred five ninety (10590) calendar days after the Closing Date, Purchaser the Buyer or its accountant (the “Buyer’s Accountant”) shall prepare and deliver to the Seller a written report, certified by Purchaser, which report shall set statement setting forth the Deposits assumed by Purchaser that remain with Purchaser Buyer’s good faith calculation of the Net Working Capital as of the close of business 12:01 a.m., Eastern Standard Time on the date that is ninety (90) calendar days after the Closing Date (without giving effect to the "Updated Deposit Payment Amount"transactions contemplated herein) and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"“Final Closing Net Working Capital”), which Updated Premium Amount statement shall not be less than $1,250,000include reasonable supporting documentation with respect to all amounts and calculations therein (the “Final Closing Net Working Capital Statement”). Buyer shall prepare the Final Closing Net Working Capital Statement in good faith, based on books and records of the CryoScience Business, in accordance with GAAP and the Accounting Policies. (bii) The post-Closing adjustment shall be an amount equal to the Final Closing Net Working Capital minus the Estimated Closing Net Working Capital (the “Post-Closing Adjustment” and together with the Final Closing Net Working Capital Statement, the “Post-Closing Deliveries”). If the Post-Closing Adjustment is a positive number, the Buyer shall pay for the account of Seller to Agent in immediately available funds by wire transfer to an account designated by Agent in writing to Buyer an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a negative number, the Seller shall have a instruct the Indemnity Escrow Agent to deduct the same from the Escrow Amount and deliver to the Buyer an amount equal to the Post-Closing Adjustment, in each case as provided in paragraph (vii)(a) hereof. (iii) During the period of ten the preparation of the Post-Closing Deliveries and the Resolution Period (10as defined below), the Buyer shall (A) provide the Seller and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Buyer (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (B) cooperate with the Seller and its authorized representatives, including the provision on a timely basis of all information reasonably requested and necessary or useful in connection with analyzing the Post-Closing Deliveries. (iv) No later than twenty (20) Business Days following after receipt by the Seller of Purchaser's report described the Final Closing Net Working Capital Statement (the “Dispute Period”), the Seller shall notify the Buyer in Section 2.6 hereof writing that (i) the Seller agrees with the Final Closing Net Working Capital (an “Approval Notice”) or (ii) the Seller disagrees with such calculations, identifying with reasonable specificity the items with which the Seller disagrees (a “Dispute Notice”). The failure by the Seller to examine such report and Purchaser shall cooperate with provide a Dispute Notice to Buyer within the Dispute Period will constitute the Seller, its employees, representatives and agents in their examination ’s acceptance of such reportthe Final Closing Net Working Capital Statement. (cv) Upon receipt by the Buyer of a Dispute Notice, the Seller and the Seller's accountants, on the one hand, and the Buyer and the Buyer's accountants, on the other hand, will use good faith efforts during the twenty (20)-Business Day period following the date of receipt by the Buyer of a Dispute Notice (the “Resolution Period”) to resolve any differences they may have as to the amounts set forth in the Final Closing Net Working Capital Statement and/or the calculation of the Net Working Capital set forth therein. If the Buyer and the Seller cannot reach written agreement during the Resolution Period, within five (5) Business Days thereafter, their disagreements, limited to only those issues still in dispute (the “Remaining Disputes”), shall be promptly submitted to the New York office of Anchin Block & Anchin LLP (the “Independent Accountant”), which firm shall conduct such additional review as is necessary to resolve the specific Remaining Disputes referred to it. The Seller and the Buyer will cooperate fully with the Independent Accountant to facilitate its resolution of the Remaining Disputes, including by providing the information, data and work papers used by each Party to prepare and/or calculate the Final Closing Net Working Capital Statement and the Remaining Disputes, making its personnel and accountants available during normal business hours to explain any such information, data or work papers and submitting each of their proposed calculations of the Final Closing Net Working Capital Statement. Based upon such review and other information and testimony from the Parties and their respective accountants that the Independent Accountant may request, the Independent Accountant shall determine the Final Closing Net Working Capital Statement and the Post-Closing Adjustment strictly in accordance with the terms of this Section 1.6(f) (the “Independent Accountant Determination”); provided, that such Independent Accountant Determination of the Post-Closing Adjustment shall be equal to or between the amount of the Post-Closing Adjustment proposed by each of the Buyer and the Seller, as adjusted for any differences resolved by the Seller and the Buyer prior to the submission of the Remaining Disputes to the Independent Accountant. Such Independent Accountant Determination shall be completed as promptly as practicable and if possible in no event later than twenty (20) days following the submission of the Remaining Disputes to the Independent Accountant, shall be explained in reasonable detail and confirmed by the Independent Accountant in writing to, and shall be final and binding on, all interested Persons, except to correct manifest clerical or mathematical errors. (vi) The Business Day immediately following the conclusion fees and expenses of the tenth Independent Accountant shall be allocated between the Seller and the Buyer, based upon the percentage that the amount not awarded to the Seller or the Buyer pursuant to Section 1.6(f)(v) bears to the amount actually contested by the Seller or the Buyer, as applicable. (10thvii) On the third (3rd) Business Day period after the earliest of (A) the receipt by the Seller of an Approval Notice, (B) the expiration of the Dispute Period, if during such Dispute Period no Dispute Notice shall have been delivered by the Seller, (C) the resolution by the Seller and the Buyer of all differences regarding the Closing Net Working Capital Statement and the Post- Closing Adjustment within the Resolution Period and (D) the receipt of the Independent Accountant Determination, the Post-Closing Adjustment shall be paid as follows: a) if the Post-Closing Adjustment is payable to the Buyer by the Seller, the Indemnity Escrow Agent shall deduct the same from the Escrow Amount and deliver the same to the Buyer; or b) if the Post-Closing Adjustment is payable to the Seller by the Buyer, the Buyer shall pay the Post-Closing Adjustment for the account of Seller to Agent in immediately available funds by wire transfer to an account designated by Agent in writing to Buyer. (viii) This Section 1.6(f) is intended by the Parties to solely provide for an adjustment to the purchase consideration for the difference between the agreed Target Net Working Capital and the Final Closing Net Working Capital. Nothing in this Section 1.6 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Information, or any actual or alleged failure of the Financial Information, the Seller’s representations and warranties with respect to which are set forth in Section 2.6 hereof 2.5 hereof. No Party shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) permitted to introduce accounting policies, principles, practices or methodologies in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any preparation or review of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by Final Closing Net Working Capital or the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally thereof different than the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoAccounting Policies.

Post-Closing Adjustment. (a) After the Closing Date, Seller and Buyer shall cooperate with each other and provide each other with such access to their respective books, records and relevant employees as are reasonably requested in connection with the matters addressed in this ‎Section 2.04. Within one hundred five ninety (10590) calendar days after the Closing Date, Purchaser Buyer shall deliver to Seller a written report, certified by Purchaser, which report shall set statement (the “Buyer’s Statement”) setting forth the Deposits assumed by Purchaser that remain with Purchaser as its calculation of the close of business on Purchase Price, including the date that is ninety (90) calendar days after Net Working Capital Adjustment Amount, the Closing Date (the "Updated Deposit Payment Amount") Uncleared BRA Capacity Adjustment Amount and the adjusted Premium Amount based on the Updated Deposit Payment Base Purchase Price Adjustment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000together with reasonable supporting information and calculations. (b) If Seller objects to the calculation of the Purchase Price, including the Net Working Capital Adjustment Amount, the Uncleared BRA Capacity Adjustment Amount or the Base Purchase Price Adjustment Amount, set forth on Buyer’s Statement, then it shall provide Buyer written notice thereof within forty-five (45) days after receiving the Buyer’s Statement including a reasonable description of the matters in dispute; provided, that Seller and Buyer shall be deemed to have agreed upon all items and amounts that are not disputed by Seller in such written notice. If Seller and Buyer are unable to agree on the calculation of the Purchase Price, including the Net Working Capital Adjustment Amount, the Uncleared BRA Capacity Adjustment Amount and the Base Purchase Price Adjustment Amount, within 180 days after the Closing Date, Seller and Buyer shall refer such dispute to a firm of independent public accountants, mutually acceptable to Buyer and Seller (the “Independent Accountants”), which firm shall make a final and binding determination as to only those matters in dispute with respect to this Section ‎2.04(b) on a timely basis, and in any event within thirty (30) days following its appointment, and promptly notify Seller and Buyer in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among Seller and Buyer. Seller and Buyer shall each be liable for and pay one-half of the fees and other costs charged by the Independent Accountants. If Seller does not object to the calculation of the Purchase Price, or any portion thereof, including the Net Working Capital Adjustment Amount, the Uncleared BRA Capacity Adjustment Amount or the Base Purchase Price Adjustment Amount set forth on Buyer’s Statement within the time period and in the manner set forth in the first sentence of ten (10this Section ‎2.04(b) Business Days following receipt or if Seller accepts the calculation of Purchaser's report described in Section 2.6 hereof to examine the Purchase Price, or any portion thereof, including the Net Working Capital Adjustment Amount, the Uncleared BRA Capacity Adjustment Amount or the Base Purchase Price Adjustment Amount set forth on Buyer’s Statement, such report calculation of the Purchase Price, or such portion thereof, including the Net Working Capital Adjustment Amount, Uncleared BRA Capacity Adjustment Amount or Base Purchase Price Adjustment Amount, as applicable, shall become final and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such reportbinding upon the Parties for all purposes hereunder. (c) The Business Day immediately following If the conclusion of Purchase Price, as finally determined as provided in Section ‎2.04(b), is less than the tenth (10th) Business Day period Estimated Purchase Price as set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium AmountEstimated Statement, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, then Seller shall pay to Purchaser, Buyer by wire transfer and to such account as may be specified by Purchaser, an of immediately available funds the amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any such shortfall within two (2) Business Days after the final determination of the payments Purchase Price. If the Purchase Price, as finally determined as provided in Section ‎2.04(b), exceeds the Estimated Purchase Price as set forth in this Section 2.6the Estimated Statement, then Buyer shall pay to Seller by wire transfer of immediately available funds the matter shall be referred to an independent firm amount of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by any such excess within two (2) Business Days after the final determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoPurchase Price.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar 30 days after the Closing, (i) Phillips will deliver to Chev▇▇▇ ▇▇▇ the Company an unaudited statement of Net Working Capital of P Chem as of the Closing Date, Purchaser shall prepared on a basis consistent with the P Chem December 31 Balance Sheet (Phillips' "Net Working Capi▇▇▇ ▇▇▇▇ement") and an unaudited statement of Contributed Cash (Phillips' "Contributed Cash ▇▇▇▇▇▇▇▇t"), and (ii) Chevron will deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser Phillips an unaudited stateme▇▇ ▇▇ ▇et Working Capital of C Chem as of the close of business Closing Date, prepared on a basis consistent with the date that is ninety C Chem December 31 Balance Sheet (90) calendar days after the Closing Date (the Chevron's "Updated Deposit Payment AmountNet Working Capital Statement") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent an unaudited statement of Contributed Cash (8.0%) of the Updated Deposit Payment Amount (the Chevron's "Updated Premium AmountContributed Cash Statement"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller Each Party shall have a period of ten provide the other Party (10and, if applicable, the Neutral Firm), upon request, prompt and reasonable access to its books and records and other supporting information reasonably necessary for the other Party (and, if applicable, the Neutral Firm) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination verify the determination of such reportParty's Net Working Capital Statement and Contributed Cash Statement. (c) The Business Day immediately following the conclusion Unless, within 45 days after receipt by a Party of the tenth (10th) Business Day period other Party's Net Working Capital Statement and Contributed Cash Statement, the receiving Party notifies the delivering Party that the receiving Party does not agree with the determination of Net Working Capital and/or Contributed Cash as of the Closing Date set forth in Section 2.6 hereof such delivering Party's Net Working Capital Statement and/or Contributed Cash Statement, such delivering Party's Net Working Capital and Contributed Cash determinations shall be called final and binding on the Parties and shall be deemed such Party's "Actual Net Working Capital" and "Actual Contributed Cash," respectively. If the receiving Party notifies the delivering Party in writing during such 45-day period that the receiving Party does not agree with the delivering Party's Net Working Capital or Contributed Cash determination, then the Parties shall discuss such disagreement in good faith for 15 days from the date of such written notice, and, if such disagreement is not resolved at the end of such 15-day period, the disagreement will be submitted to KPMG LLP (the "Settlement Date." On Neutral Firm"). The Neutral Firm will review the Settlement Date disagreement, and, as soon as possible but in any event not later than 60 days after the following settlements disagreement was submitted to it, the Neutral Firm shall deliver to Phillips and Chevron its dete▇▇▇▇▇▇▇▇n of the Actual Net Working Capital and/or Actual Contributed Cash, which determination shall be made:final and binding on the Parties and then shall be deemed such Party's Actual Net Working Capital and/or Actual Contributed Cash. The fees and expenses of the Neutral Firm shall be allocated between Phillips and Chevron by the Ne▇▇▇▇▇ ▇▇rm. (d) After a determination of either Party's Contributed Cash shall have become final and binding on Phillips and Chevron as descri▇▇▇ ▇▇ Section 3.3(c), the Company shall pay to such Party an amount equal to the Actual Contributed Cash of such Party. (e) After a determination of both Parties' Actual Net Working Capital shall have become final and binding on Phillips and Chevron as descri▇▇▇ ▇▇ ▇ection 3.3(c): (i) in if both of the event that C Chem Working Capital Difference and the Updated Premium Amount exceeds P Chem Working Capital Difference are greater than or equal to zero, then the Paid Premium Amount, Purchaser absolute difference between the C Chem Working Capital Difference and the P Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such difference either to SellerChevron, by wire transfer if the C Chem Working Capital Difference is greater than the P Chem Working Capital Difference, or to Phillips, if the P Chem Workin▇ ▇▇▇▇▇▇l Difference is greater than the C Chem Working Capital Difference; (ii) if both of the C Chem Working Capital Difference and the P Chem Working Capital Difference are less than zero, then the absolute difference between the C Chem Working Capital Difference and the P Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such account as may be specified by Sellerdifference either to Chevron, an amount if the C Chem Working Capital Difference is closer to zero than the P Chem Working Capital Difference, or to Phillips, if the P Chem Workin▇ ▇▇▇▇▇▇l Difference is closer to zero than the C Chem Working Capital Difference; (iii) if the C Chem Working Capital Difference is greater than or equal to zero and the P Chem Working Capital Difference is less than zero, then the sum of the C Chem Working Capital Difference and the absolute value of the P Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such sum to Chevron; or (xiv) if the difference obtained by subtracting P Chem Working Capital Difference is greater than or equal to zero and the Paid Premium Amount from C Chem Working Capital Difference is less than zero, then the Updated Premium Amount plus sum of the P Chem Working Capital Difference and the absolute value of the C Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such sum to Phillips. (yf) the The payments described in Sections 3.3(d) and 3.3(e), together with interest on such difference for the number of calendar days thereon from and including the Closing Date to but excluding such payment date, at a rate equal to the Settlement Date rate of interest from time to time announced publicly by Chase Manhattan Bank as its prime rate (the "Interest PeriodReference Rate"), will be paid out of borrowings by the Company and will be made within five (5) at Business Days after the Federal Funds Rate; and (iinecessary determination(s) has become final and binding as described above and will be made in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, immediately available funds by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound account designated by the determination of such firm with respect Person to any such matter referred to it for settlement. Purchaser and Seller agree to share equally receive the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretopayment.

Post-Closing Adjustment. No later than one Business Day before the Closing Date, Seller shall deliver to Buyer a good faith written estimate of Working Capital determined as of 11:59 p.m. on the date immediately prior to the Closing Date, itemizing each component thereof (athe “Estimated Working Capital”). The Estimated Working Capital shall reflect (x) Within one hundred five the accounting adjustment derived from a physical count of the Inventory of the Acquired Companies jointly conducted by Seller and Buyer not more than two Business Days prior to the Closing Date and (105y) calendar the accounting adjustment derived from the books and records of the Acquired Companies that reflects changes in Inventory during the period from the date of such physical count and qualitative inspection to 11:59 p.m. on the date immediately prior to the Closing. If the Estimated Working Capital exceeds $[______], then the Closing Date Payment shall be increased by such excess amount (the “Positive Estimated Working Capital Adjustment”). If the Estimated Working Capital is less than $[__________], then the Closing Date Payment shall be decreased by such shortfall (the “Negative Estimated Working Capital Adjustment”). No later than 30 days after the Closing Date, Purchaser Seller shall prepare and deliver to Seller Buyer hereto a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser statement of Working Capital determined as of the close of business 11:59 p.m. on the date immediately prior to the Closing Date, itemizing each component thereof (the “Working Capital Statement”). If within ten days following delivery of the Working Capital Statement to Buyer, Buyer has not given Seller written notice of its objection to the Working Capital Statement (such notice must contain a statement describing the basis of such objection), then the Working Capital reflected on the Working Capital Statement shall be deemed final and conclusive and shall be the “Final Working Capital”. If Buyer gives such written notice of objection within such ten day period, Buyer and Seller shall, during the 10 day period following delivery of such notice to Seller, attempt in good faith to resolve the disputed issues. If Buyer and Seller are unable to resolve all such disputed issues within such time period, then the issues in dispute will be submitted for resolution to XYZ LLP (it being understood that is ninety XYZ LLP was chosen because of representations made that neither Buyer and its Affiliates nor Seller or its Affiliates have a material relationship with XYZ LLP) (90) calendar the “Referee”). The Referee shall determine the Final Working Capital within thirty days after the Closing Date dispute is submitted to it. If issues in dispute are submitted to the Referee for resolution, (i) each of Buyer and Seller will furnish to the "Updated Deposit Payment Amount"Referee such work papers and other documents and information relating to the disputed issues as the Referee may request and are available to such party (or its independent public accountants) and will be afforded the adjusted Premium Amount based on opportunity to present to the Updated Deposit Payment AmountReferee any material relating to the determination of Final Working Capital and to discuss such determination with the Referee; (ii) the determination by the Referee of Final Working Capital, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof a written notice delivered to both parties by the Referee, will be binding and conclusive on the parties hereto; and (iii) Seller and Buyer will each bear one-half of the fees and expenses of the Referee for such determination. Seller’s or the Referee’s (as appropriate) determination of the Final Working Capital shall be called final and binding on the "Settlement Date." On parties hereto and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereover. Within 10 days after the Settlement Date the following settlements shall be made: Final Working Capital has been finally determined in accordance with Section 2.4(b), (i) in if the event that the Updated Premium Amount amount of such Final Working Capital exceeds the Paid Premium AmountEstimated Working Capital, Purchaser Buyer shall pay to Seller, by wire transfer Seller such excess and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in if the event that Final Working Capital is less than the Paid Premium Amount exceeds amount of the Updated Premium AmountEstimated Working Capital, Seller shall pay to Purchaser, Buyer such shortfall. Such amount payable pursuant to this Section 2.4(c) shall be the “Post Closing Working Capital Payment” and shall be payable by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as immediately available funds to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound bank account or accounts designated by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoreceiving party.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after Seller, at its expense, shall prepare, in accordance with the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall accounting principles and procedures set forth in Exhibit E hereto (the Deposits assumed by Purchaser that remain with Purchaser "CLOSING BALANCE SHEET PRINCIPLES"), an estimated balance sheet of the Business as of the close of business on the date that is ninety Closing Date (90) calendar days after the "PRELIMINARY CLOSING BALANCE SHEET"). In addition, Seller shall prepare a report as of the Closing Date (the "Updated Deposit Payment AmountPRELIMINARY CLOSING REPORT") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) setting forth its estimate of the Updated Deposit Payment Amount net assets of the Business as of the Closing Date (the "Updated Premium AmountPRELIMINARY NET ASSETS")) as calculated in accordance with the Closing Balance Sheet Principles. Not later than two (2) business days prior to the Closing Date, Seller shall deliver to Buyer (i) the Preliminary Closing Balance Sheet and the Preliminary Closing Report and (ii) its estimate of the amount of the Closing Cash Payment. The Closing Cash Payment shall be equal to $150,000,000 (i) plus the amount, if any, by which Updated Premium Amount shall not be less than the Preliminary Net Assets exceeds $1,250,00058,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets. (b) As promptly as practicable following the Closing Date, Seller, at its expense, shall cause to be prepared in accordance with the Closing Balance Sheet Principles, a balance sheet of the Business as of the close of business on the Closing Date. This balance sheet (the "FINAL CLOSING BALANCE SHEET") shall be prepared by Seller and examined in accordance with the Closing Balance Sheet Principles and U.S. generally accepted auditing standards by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, independent auditors for Seller ("ARTH▇▇ ▇▇▇E▇▇▇▇"), and delivered to Buyer, as soon after the Closing Date as possible, but in no event later than sixty (60) days after the Closing Date, and shall be accompanied by a report prepared by Arth▇▇ ▇▇▇e▇▇▇▇ (▇▇e "FINAL CLOSING REPORT") setting forth the net assets of the Business as of the Closing Date (the "FINAL NET ASSETS"). At Buyer's expense, Buyer and Price Waterhouse LLP, independent auditors for Buyer ("PRICE WATERHOUSE") shall have a period of ten (10) Business Days following receipt of Purchaser's report described the opportunity to participate in Section 2.6 hereof to examine such report the physical inventory taken in connection with the preparation and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of the Final Closing Balance Sheet, and to review such reportof the worksheets and other documents created or utilized by Seller and the related work papers of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ connection with the preparation and examination of the Final Closing Balance Sheet as Buyer shall from time to time reasonably request. (c) The Business Day immediately following Recording fees, transfer taxes, and escrow fees incurred in connection with the conclusion conveyance of the tenth Shares, Property, Real Property Leases, Subsidiary Real Property Leases (10thas hereafter defined) or personal property, including such taxes as are imposed by the Australian and New Zealand taxing authorities, shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Costs associated with obtaining title insurance of the Property shall be the responsibility of Buyer. Sales and use taxes and all other similar taxes (other than income and franchise taxes) and all interest and penalties thereon incurred in connection with conveyance of the Property, Real Property Leases, Subsidiary Real Property Leases or personal property shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Seller shall provide copies of the current or most recent property tax bills for the Property and, if available, for any leased properties, to Buyer prior to the Closing Date. After the Closing Date, any bills or requests for payment received by either Seller or Buyer in connection with the Business Day period set forth attributable to Taxes which have not been accrued on the Final Closing Balance Sheet and reflect in whole or part liabilities retained or assumed, respectively, by Seller on the one hand, or Buyer on the other, shall be allocated between Buyer and Seller in the manner described in Section 2.6 hereof shall be called 5.9 hereof, or as otherwise appropriate under the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event terms of this Agreement; PROVIDED, HOWEVER, that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser neither party shall pay to Sellersuch bill ▇▇▇hout the prior written consent of the other party, by wire transfer and to such account as may which consent shall not be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateunreasonably withheld. (d) Resolution Buyer shall have 30 days following delivery to Buyer of Disputed Payment Amountthe Final Closing Balance Sheet during which to notify Seller of any dispute of any item contained in the Final Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute and shall be accompanied by a certificate of Price Waterhouse that they concur with each of the posi- tions taken by Buyer in the notice that the Final Closing Balance Sheet was not prepared in accordance with the Closing Balance Sheet Principles. If Buyer fails to notify Seller of any such dispute within such 30-day period, the Final Closing Balance Sheet shall be deemed to be the agreed upon Final Closing Balance Sheet. In the event that Buyer shall so notify Seller of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, the Final Closing Balance Sheet shall be prepared in accordance with the agreement of Buyer and Seller. (e) If Buyer and Seller are unable to resolve any such dispute within 15 days (or such longer period as Buyer and Seller shall mutually agree in writing) of Buyer's delivery of such notice, such dispute shall be resolved by the Independent Accounting Firm (as hereafter defined), and such determination shall be final and binding on the parties. Seller and Purchaser Buyer shall mutually select the Independent Accounting Firm, but if Seller and Buyer cannot mutually agree that if they fail to reach agreement as on the identity of the Independent Accounting Firm, then Seller and Buyer shall each submit to the calculation other party's independent auditor the name of a national accounting firm other than the firm whose report accompanied the Final Closing Balance Sheet or Buyer's objections thereto and other than any firm that has in the prior two years provided services to Seller, Buyer or any of their respective Affiliates, and the payments set forth in this Section 2.6, the matter Independent Accounting Firm shall be referred selected by lot from these two firms by the independent auditors of the two parties. (If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then an independent firm arbitrator shall be selected to serve as such, such selection to be according to the above procedures.) Any expenses relating to the engagement of certified public accountants of national standing reasonably acceptable to Purchaser the Independent Accounting Firm shall be shared equally by Buyer and Seller. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the Final Closing Balance Sheet to it and, and Purchaser in any case, as promptly as practicable after such submission. The Final Closing Balance Sheet shall then be prepared by the Buyer and Seller agree to be bound by based on the determination of such firm with respect the Independent Accounting Firm. (f) The Purchase Price shall be equal to any such matter referred the Closing Cash Payment (i) plus the amount, if any, by which the Final Net Assets exceed the Preliminary Net Assets or (ii) minus the amount, if any, by which the Preliminary Net Assets exceed the Final Net Assets. Buyer or Seller, as the case may be, shall, within 10 business days after the final determination of the Final Closing Balance Sheet pursuant to it for settlement. Purchaser Sections 2.6(c) and Seller agree to share equally 2.6(d) hereof, make payment by wire transfer in immediately available funds of the fees and charges amount of such firm for services rendered difference as determined pursuant to the preceding sentence, together with interest thereon at a rate equal to the prime rate per annum on the date immediately preceding the date on which payment is to be made, as quoted by it in resolving NationsBank, N.A., from the disputed matters referred Closing Date to it by the parties heretodate of payment.

Post-Closing Adjustment. (a) Within one hundred five Subsequent to the Closing and subject to this Section 2.6, the Estimated Initial Purchase Price shall be: (105i) calendar increased by the amount (if any) by which the Final Closing Cash exceeds the Estimated Closing Cash or decreased by the amount (if any) by which the Estimated Closing Cash exceeds the Final Closing Cash; (ii) increased by the amount (if any) by which the Final Closing Working Capital exceeds the Estimated Closing Working Capital or decreased by the amount (if any) by which the Estimated Closing Working Capital exceeds the Final Closing Working Capital; (iii) increased by the amount (if any) by which Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, or decreased by the amount (if any) by which Final Closing Indebtedness exceeds Estimated Closing Indebtedness; (iv) increased by the amount (if any) by which Estimated Unpaid Seller Transaction Expenses exceeds the Final Unpaid Seller Transaction Expenses, or decreased by the amount (if any) by which Final Unpaid Seller Transaction Expenses exceeds Estimated Unpaid Seller Transaction Expenses; and (v) increased by the amount (if any) by which the Final Funded Expense Amount exceeds the Estimated Funded Expense Amount or decreased by the amount (if any) by which the Estimated Funded Expense Amount exceeds the Final Funded Expense Amount. The Estimated Initial Purchase Price, as so increased or decreased in accordance with this Section 2.6(a), shall be the “Final Initial Purchase Price” hereunder. (b) As soon as reasonably practicable, but not later than [***] days after the Closing Date, Purchaser Buyer shall deliver to Seller Sellers’ Representative a written reportstatement (the “Closing Date Statement”), certified executed by Purchaseran officer of Buyer, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser of Buyer’s calculation of Closing Cash, Working Capital as of the close of business on the date Closing Date, together with calculations of Indebtedness of the Company and the Subsidiaries that is ninety (90) calendar days after outstanding immediately prior to the Closing Date (and not repaid at the "Updated Deposit Payment Closing, if any, Unpaid Seller Transaction Expenses, if any, Funded Expense Amount") , if any, and the adjusted Premium Amount based Final Initial Purchase Price and, in each case, the components thereof, accompanied by reasonable supporting detail and documentation. The Closing Date Statement shall be prepared in accordance with the requirements of this Agreement, including Schedule II hereto, and on a basis consistent with the Updated Deposit Payment Amountmethodologies, calculated as eight percent policies, practices, classifications, judgments, estimation techniques, assumptions and principles used in the Financial Statements (8.0%) to the extent not inconsistent with the requirements of this Agreement and Schedule II hereof, including the Updated Deposit Payment Amount (the "Updated Premium Amount"definitions herein), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following Buyer shall permit Sellers’ Representative and his Representatives (provided such representatives are subject to a duty of confidentiality and Sellers shall be responsible to Buyer for any breaches of such duty of confidentiality) reasonable access during normal business hours, upon reasonable notice and in a manner so as not to interfere with the conclusion normal business operations of Buyer or the Company, to books and records, and personnel of the tenth (10th) Business Day period set forth Company and the Subsidiaries utilized in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including preparing the Closing Date Statement to but excluding permit Sellers’ Representative and his Representatives to review the Settlement Closing Date Statement. Sellers’ Representative and his Representatives shall have the right to review the work papers of Buyer, and those of Buyer’s accountants (subject to Sellers’ Representative and his Representatives entering into any customary undertaking required by Buyer’s accountants in connection therewith), underlying, or utilized in preparing, the "Interest Period") at Closing Date Statement and Buyer’s calculation of the Federal Funds Rate; and (ii) Final Initial Purchase Price to the extent reasonably necessary to verify the accuracy and fairness of the presentation of the Closing Date Statement and Buyer’s calculation of the Final Initial Purchase Price in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateconformity with this Agreement. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any Within thirty (30) calendar days after his receipt of the payments set forth Closing Date Statement, Sellers’ Representative shall either inform Buyer in writing that the Closing Date Statement is *** Certain information on this Section 2.6, page has been omitted and filed separately with the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser Securities and Seller, and Purchaser and Seller agree to be bound by the determination of such firm Exchange Commission. Confidential treatment has been requested with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoomitted portions.

Post-Closing Adjustment. (ai) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Upon completion of the close of business on Final Closing Statement pursuant to Section 3.2(b) above, the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the Preliminary Purchase Price shall be further adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated Final Closing Statement as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.63.2(c). If the Final Net Working Capital is greater than the Estimated Net Working Capital, then the Preliminary Purchase Price shall be increased if and to the extent that the Final Net Working Capital exceeds the Estimated Net Working Capital and Buyer shall be obligated to pay such difference to Seller as provided in Section 3.2(c)(ii) below. If the Final Net Working Capital is less than the Estimated Net Working Capital, then the Preliminary Purchase Price shall be reduced if and to the extent that the Final Net Working Capital is less than the Estimated Net Working Capital, and Seller shall be obligated to pay such difference to Buyer as provided in Section 3.2(c)(ii) below (the “Net Adjustment Amount”). (ii) To the extent the Net Adjustment Amount produces a net payment due to Seller pursuant to Section 3.2(c)(i), the matter Preliminary Purchase Price shall be referred increased by an amount equal to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellerthe Net Adjustment Amount, and Purchaser and Buyer shall pay such amount to Seller agree to be bound by wire transfer or other delivery of immediately available funds within five (5) business days after the determination of such firm with respect the Net Adjustment Amount. (iii) To the extent the Net Adjustment Amount produces a net payment due to any such matter Buyer pursuant to Section 3.2(c)(i), the Preliminary Purchase Price shall be decreased by an amount equal to the Net Adjustment Amount, and Buyer shall reduce the amount of the Installment Payment due to Seller on August 1, 2020 by the Net Adjustment Amount. (iv) The Preliminary Purchase Price, as so adjusted pursuant to this Section 3.2(c) is referred to it for settlement. Purchaser and Seller agree to share equally herein as the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto“Purchase Price.”

Post-Closing Adjustment. (a) Within one hundred seventy-five (10575) calendar days after following the Closing Date, Purchaser the Buyer shall deliver to Seller furnish the Sellers’ Representative with a written report, certified by Purchaserbalance sheet of the Company as of the Closing Date on a post-Closing basis prepared in accordance with GAAP (the “Closing Balance Sheet”), which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities, and the Closing Working Capital and a schedule based upon the Closing Balance Sheet setting forth any adjustments to the Estimated Closing Adjustment (collectively, the “Closing Adjustments”). The Sellers’ Representative shall assist the Buyer in the preparation of the close of business on Closing Balance Sheet if reasonably requested by the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Buyer. (b) Seller The Sellers’ Representative shall have a period of fifteen (15) days after receipt of the Closing Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such notice must contain the reasons for such rejection in reasonable detail and must set forth the amount of the requested adjustment. No rejection may be made by the Sellers’ Representative unless the requested adjustment is equal to or greater than ten percent (10%) Business Days of the Closing Adjustments set forth in the Closing Balance Sheet. In the event no notice is received by the Buyer during such fifteen (15) day period, the Closing Balance Sheet and any required adjustments resulting therefrom shall be deemed accepted by the Sellers’ Representative and final and binding on the Parties. In the event that the Sellers’ Representative shall timely reject the Closing Balance Sheet, the Buyer and the Sellers’ Representative shall promptly (and in any event within twenty-five (25) days following receipt the date upon which the Sellers’ Representative shall reject the Closing Balance Sheet), attempt to make a joint determination of Purchaser's report described in Section 2.6 hereof to examine the Closing Adjustments and such report determination and Purchaser any required adjustments resulting therefrom shall cooperate with Seller, its employees, representatives be final and agents in their examination of such reportbinding on the Parties. (c) The Business Day immediately following In the conclusion of event the tenth (10th) Business Day period set forth in Section 2.6 hereof Sellers’ Representative and the Buyer shall be called unable to agree upon a joint determination of Closing Adjustments within one hundred twenty (120) days from the "Settlement Closing Date." On , then within one hundred thirty (130) days from the Settlement Date Closing Date, the following settlements Buyer and the Sellers’ Representative shall be made: (i) in submit the event dispute to the Accounting Firm. The Buyer and the Sellers’ Representative shall request that the Updated Premium Amount exceeds Accounting Firm render its determination prior to the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to expiration of one hundred sixty (x160) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties. The fees and expenses of the Accounting Firm shall be allocated to but excluding be paid by the Settlement Date (Buyer and/or the "Interest Period") at Sellers, respectively, based upon the Federal Funds Rate; and (ii) in percentage which the event that portion of the Paid Premium Amount exceeds contested amount not awarded to each Party bears to the Updated Premium Amountamount actually contested by the Parties, Seller shall pay to Purchaser, as determined by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateAccounting Firm. (d) Resolution of Disputed Payment Amount. Seller If the Closing Working Capital (as finally determined pursuant to Section 1.5(b) and Purchaser agree that (c)) is less than the Minimum Working Capital Target and (i) if they fail to reach agreement as the Estimated Working Capital was less than the Minimum Working Capital Target, then (A) if the Closing Working Capital is less than the Estimated Working Capital, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the calculation Estimated Working Capital minus the Closing Working Capital; or (B) if the Closing Working Capital is greater than the Estimated Working Capital, then Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Estimated Working Capital; or (ii) if the Estimated Working Capital was greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the Minimum Working Capital Target minus the Closing Working Capital; or (iii) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then the Sellers shall pay the Buyer by wire in immediately available funds an amount equal to the sum of any (x) the Minimum Working Capital Target minus the Closing Working Capital, and (y) the Estimated Working Capital minus the Maximum Working Capital Target. (e) If the Closing Working Capital (as finally determined pursuant to Sections 1.5(b) and (c)) is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, and (i) if the Estimated Working Capital was less than the Minimum Working Capital Target, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Minimum Working Capital Target minus the Estimated Working Capital; or (ii) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then the Sellers shall pay to the Buyer an amount equal to the Estimated Working Capital minus the Maximum Working Capital Target; or (iii) if the Estimated Working Capital is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, no adjustment shall be made. (f) If the Closing Working Capital (as finally determined pursuant to Sections 1.5(b) and (c)) is greater than the Maximum Working Capital Target, and (i) if the Estimated Working Capital was greater than the Maximum Working Capital Target, then (A) if the Closing Working Capital is greater than the Estimated Working Capital, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Estimated Working Capital; or (B) if the Closing Working Capital is less than the Estimated Working Capital, then the Sellers shall pay to the Buyer by wire in immediately available funds an amount equal to the Estimated Working Capital minus the Closing Working Capital. (ii) if the Estimated Working Capital was greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then the Buyer shall pay to the Stockholders by wire in immediately available funds an amount equal to the Closing Working Capital minus the Maximum Working Capital Target. (iii) if the Estimated Working Capital was less than the Minimum Working Capital Target, then the Buyer shall pay the Stockholders by wire in immediately available funds an amount equal to the sum of (x) the payments Minimum Working Capital Target minus the Estimated Working Capital, and (y) the Closing Working Capital minus the Maximum Working Capital Target. (g) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.5 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the Closing Payment by the Sellers to the Buyer by wire transfer in this immediately available funds. The adjustments described in Section 2.61.5(d), the matter (e), (f) and (g) shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellercollectively as the “Post-Closing Adjustments”. Each Post-Closing Adjustment, and Purchaser and Seller agree to if any, shall be bound paid by the applicable Party within seven (7) days after the determination of such firm with respect adjustment. If the Sellers do not so pay to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it Buyer by the parties heretodue date, such amounts due to Buyer shall be deemed Damages under Article IX hereof, which Damages together with interest at a rate of eight percent (8%) per annum shall be paid in full without regard to the limitations set forth in Sections 9.4 and 9.5.

Post-Closing Adjustment. Within three (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (103) Business Days following receipt of Purchaser's report described in Section 2.6 hereof after the earliest to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. occur of: (cA) The Business Day immediately following the conclusion expiration of the tenth Closing Cash Balance Adjustment Period, (10thB) Business Day period set forth in the expiration of the Objection Deadline Date, if no Objection Notice is delivered by said date, (C) delivery by the Seller Representative of the Acceptance Notice to Buyer and (D) the mutual or final resolution of any Unresolved Objections pursuant to Section 2.6 hereof 3.2(b) above, the “Cash Adjustment Amount” shall be called calculated and distributed to Buyer or the "Settlement Date." On Paying Agent (on behalf of the Settlement Date the following settlements shall be madeSellers), as applicable, as follows: (i) in If the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount Final Closing Cash Balance is equal to (x) the difference obtained by subtracting Estimated Closing Cash Balance the Paid Premium Cash Adjustment Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date shall be deemed to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; andequal $0.00. (ii) in If (A) an Estimated Closing Cash Balance Deficit existed at the event that Closing and (B) the Paid Premium Final Closing Cash Balance is less than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to Buyer and shall equal the amount of such shortfall. (iii) If (A) an Estimated Closing Cash Balance Deficit existed at the Closing and (B) the Final Closing Cash Balance is greater than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to the Paying Agent (on behalf of the Sellers) and shall equal the amount of such excess less the amount, if any, by which the Final Closing Cash Balance exceeds the Updated Premium AmountClosing Cash Balance Cap. (iv) If (A) an Estimated Closing Cash Balance Surplus existed at the Closing and (B) the Final Closing Cash Balance is less than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to Buyer and shall equal the amount of such shortfall less the amount, if any, by which the Estimated Closing Cash Balance exceeded the Closing Cash Balance Cap; provided, however, that if the Final Closing Cash Balance and the Estimated Closing Cash Balance are each greater than the Closing Cash Balance Cap, then the Cash Adjustment Amount shall be deemed to equal $0.00. (v) If (A) an Estimated Closing Cash Balance Surplus existed at the Closing and (B) the Final Closing Cash Balance is greater than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to the Paying Agent (on behalf of the Sellers) and shall equal the amount of such excess less the amount, if any, by which the Final Closing Cash Balance exceeds the Closing Cash Balance Cap; provided, however, that if the Final Closing Cash Balance and the Estimated Closing Cash Balance are each greater than the Closing Cash Balance Cap, then the Cash Adjustment Amount shall be deemed to equal $0.00. Any Cash Adjustment Amount payable to the Sellers shall be increased by the amount of any VAT attributable to the Seller Parties Transaction Expenses actually recovered by the Company prior to the date of payment, if any, and the resulting amount shall pay to Purchaser, be paid by Buyer in cash by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as immediately available funds to the calculation Paying Agent or to the account or accounts otherwise designated by the Seller Representative in writing within three (3) Business Days after the date on which the Final Closing Cash Balance Statement is finally determined. Any Cash Adjustment Amount payable to Buyer shall be decreased by the amount of any VAT attributable to the Seller Parties Transaction Expenses actually recovered by the Company prior to the date of payment, if any, and the resulting amount shall be set-off against the amount of the payments set forth Closing Cash Balance Set-Off Amount in accordance with Section 2.5(b) of this Section 2.6Agreement; provided, however, that to the matter extent any Cash Adjustment Amount payable to Buyer is in excess of the Closing Cash Balance Set-Off Amount, then any such excess shall be referred to an independent firm set-off against the General Set-Off Amount in accordance with Section 2.5(b) of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretothis Agreement.

Post-Closing Adjustment. (a) Within one hundred five twenty (105120) calendar days after following the Closing Date, Purchaser the Buyer shall deliver to furnish the Seller Representative with a written report, certified by Purchaserbalance sheet of the Company as of the Closing Date on a post-Closing basis (the “Closing Balance Sheet”) prepared in accordance with GAAP and consistent with the principles and procedures used in preparing the Balance Sheet, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Closing Working Capital of the close of business on Company, the date that is ninety (90) calendar days after Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities and, as applicable, the Closing Date Working Capital Deficit or the Closing Working Capital Surplus (collectively, the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"“Closing Adjustments”), which Updated Premium Amount shall not be less than $1,250,000. (b) The Seller Representative shall have a period of ten fifteen (1015) Business Days following days after receipt of Purchaser's report described the Closing Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such notice must contain the reasons for such rejection in Section 2.6 hereof reasonable detail and must set forth the amount of the requested adjustment. In the event no notice is received by the Buyer during such fifteen (15) day period, the Closing Balance Sheet and any required adjustments resulting therefrom shall be deemed accepted by the Seller Representative and the Sellers and final and binding on the Parties hereto. In the event that the Seller Representative shall timely reject the Closing Balance Sheet, the Buyer and the Seller Representative shall promptly (and in any event within thirty (30) days following the date upon which the Seller Representative shall reject the Closing Balance Sheet), attempt to examine make a joint determination of the Closing Adjustments and such report determination and Purchaser any required adjustments resulting therefrom shall cooperate with Seller, its employees, representatives be final and agents in their examination of such reportbinding on the Parties hereto. (c) The Business Day immediately following In the conclusion of event the tenth (10th) Business Day period set forth in Section 2.6 hereof Seller Representative and the Buyer shall be called unable to agree upon a joint determination of Closing Adjustments within one hundred seventy (170) days from the "Settlement Closing Date." On , then within one hundred eighty (180) days from the Settlement Date Closing Date, the following settlements Buyer and the Seller Representative shall be made: (i) in submit the event dispute to the Accounting Firm. The Buyer and the Seller Representative shall request that the Updated Premium Amount exceeds Accounting Firm render its determination prior to the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to expiration of two hundred forty (x240) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties hereto. The fees and expenses of the Accounting Firm shall be allocated to but excluding be paid by the Settlement Date (Buyer and/or the "Interest Period") at Sellers, respectively, based upon the Federal Funds Rate; and (ii) in percentage which the event that portion of the Paid Premium Amount exceeds contested amount not awarded to each party bears to the Updated Premium Amountamount actually contested by such party, Seller shall pay to Purchaser, as determined by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateAccounting Firm. (d) Resolution If the Closing Working Capital as finally determined in accordance with the provisions of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as this Section 1.10 is less than the Estimated Working Capital, then the amount of the difference shall be paid by the Sellers to the calculation Buyer, in proportion to their respective First Pro Rata Post-Closing Amounts, as an adjustment to the Merger Consideration by wire transfer in immediately available funds within seven (7) days after such determination. If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.10 is more than the Estimated Working Capital, then the amount of the difference shall be paid by the Buyer to the Sellers as an adjustment to the Merger Consideration by wire transfer in immediately available funds in proportion to their respective First Pro Rata Post-Closing Amounts within seven (7) days after such determination; provided, however, the aggregate amount paid by the Buyer pursuant to this Section 1.10(d) shall not be more than One Million Five Hundred Thousand Dollars ($1,500,000), such amount adjusted dollar-for-dollar, as applicable, (x) upwards by the amount of any Estimated Working Capital Deficit or (y) downwards by the amount of any Estimated Working Capital Surplus. (e) If the payments Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.10 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the First Post-Closing Payment by the Sellers to the Buyer by wire transfer in immediately available funds within seven (7) days after such determination. If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 2.61.10 are less than the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the matter Estimated Closing Balance Sheet, such deficit shall be paid as an adjustment to the First Post-Closing Payment by the Buyer to the Sellers, in proportion to their respective First Pro Rata Post-Closing Amounts, by wire transfer in immediately available funds within seven (7) days after such determination. The adjustments described in Sections 1.10(d) and (e) shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable collectively as the “Post-Closing Adjustment”. If either Party does not so pay to Purchaser and Seller, and Purchaser and Seller agree to be bound the other Party by the determination due date, such amounts shall be deemed Damages under Article IX hereof, which Damages together with interest at a rate of such firm with respect eight percent (8%) per annum shall be paid in full without regard to any such matter referred to it for settlement. Purchaser the limitations set forth in Sections 9.4 and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto9.5 hereof.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser The Cash Purchase Price shall deliver be subject to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days adjustment after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000specified in this Section 1.3. (b) Seller Within one hundred twenty (120) days following the Closing Date, Buyer, at its option, shall cause PriceWaterhouseCoopers ("Buyer'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 value of the assets of the Company shall, except with the prior written consent of Buyer and Stockholder, be calculated as provided in the last paragraph of Section 6.9. In the event that Buyer's Accountant determines that the actual Company net worth as of the Closing Date was less than the Certified Closing Net Worth, Buyer shall deliver a written notice (the "Financial Adjustment Notice") to the Stockholder, setting forth (i) the determination made by Buyer's Accountant of the actual Company net worth (the "Actual Company Net Worth"), (ii) the amount of the Cash Purchase Price that would have a period been payable at Closing pursuant to Section 1.2(c) had the Actual Company Net Worth been reflected on the Closing Financial Certificate instead of ten the Certified Closing Net Worth, and (10iii) Business Days following receipt the amount by which the Cash Purchase Price would have been reduced at Closing had the Actual Company Net Worth been used in the calculations pursuant to Section 1.2(c) (the "Purchase Price Adjustment"). The Purchase Price Adjustment shall take account of Purchaser's report described in the reduction, if any, to the Cash Purchase Price already taken pursuant to Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report1.2(c)(i). (c) The Business Day immediately following Stockholder shall have thirty (30) days from the conclusion receipt of the tenth Financial Adjustment Notice to notify Buyer if the Stockholder disputes such Financial Adjustment Notice. If Buyer has not received notice of such a dispute within such 30-day period, Buyer shall be entitled to receive from the Stockholder (10th) Business Day period set forth which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.1.4)

Post-Closing Adjustment. If (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business Net Working Capital on the date that is ninety (90) calendar days after Conclusive Net Working Capital Statement plus the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Estimated Rebate Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. exceeds (b) Seller the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination pay Sellers the amount of such report. excess by wire transfer of immediately available funds to Sellers’ Accounts. If (ca) The Business Day immediately following the conclusion Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) Net Working Capital Escrow Amount and, in the event that the Updated Premium Amount such excess, if any, exceeds the Paid Premium AmountNet Working Capital Escrow Amount held in the Escrow Account, Purchaser then Sellers shall pay to Seller, U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to such account as may be specified by Sellerhave agreed to, an amount equal to (x) or the difference obtained by subtracting Neutral Arbitrator delivers, the Paid Premium Amount from Conclusive Net Working Capital Statement and the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Conclusive Rebate Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by Following the determination of such firm the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall cause the Escrow Agent to remit to Sellers the remaining balance, if any, of the Net Working Capital Escrow Amount remaining under the Net Working Capital Escrow Agreement (i.e., the remaining Net Working Capital Escrow Amount, if any, together with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally all accrued investment income or interest on the fees and charges Net Working Capital Escrow Amount), all in accordance with the provisions of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoNet Working Capital Escrow Agreement.

Post-Closing Adjustment. (ai) Within one hundred five The Buyer shall have ninety (10590) calendar days following the date hereof (the “Review Period”) to conduct an audit or review of the financial condition and results of operations of the Company and its Subsidiaries prior to the date hereof. If the Buyer determines as a result of such audit or review that either (A) the Closing Working Capital exceeded the August 31, 2004 Working Capital Deficit by an amount greater than the Threshold Amount (the amount of such excess, the “Positive Working Capital Adjustment Amount”) or (B) the Closing Working Capital was less than the August 31, 2004 Working Capital Deficit by an amount greater than the Threshold Amount (the amount of such deficit, the “Negative Working Capital Adjustment Amount”), the Buyer shall deliver a notice (the “Buyer Adjustment Notice”) to the Stockholder Representative Committee not later than ten (10) business days after the end of the Review Period setting forth the Buyer’s calculation of the Closing DateWorking Capital and the Positive Working Capital Adjustment Amount or the Negative Working Capital Adjustment Amount, Purchaser as applicable, as determined by the Buyer, together with reasonable supporting documentation. (ii) The Stockholder Representative Committee (on behalf of the Stockholders) shall have the right to deliver written notice (the “Stockholder Adjustment Notice”) to Seller the Buyer at any time within thirty (30) days after the earlier of (A) the last day of the Review Period and (B) date on which the Stockholder Representative Committee receives the Buyer Adjustment Notice, if applicable, setting forth a written reportcalculation of the Closing Working Capital and the Positive Working Capital Adjustment Amount or the Negative Working Capital Adjustment Amount, certified as applicable, as determined by Purchaserthe Stockholder Representative Committee (on behalf of the Stockholders), which report shall together with reasonable supporting documentation, and articulating its objections, if applicable, to any of the items set forth in the Deposits assumed by Purchaser that remain with Purchaser Buyer Adjustment Notice, specifying the basis for such objections in reasonable detail. If the Stockholder Representative Committee does not deliver a Stockholder Adjustment Notice within the period specified in the immediately preceding sentence, the Buyer Adjustment Notice, if applicable, shall be final and binding on the Parties, and there shall be an adjustment as set forth in paragraph (iv) below as provided in the Buyer Adjustment Notice. If the Stockholder Representative Committee delivers a Stockholder Adjustment Notice within such time period, the Buyer and the Stockholder Representative Committee (on behalf of the close Stockholders) will attempt in good faith to resolve and finally determine and agree upon the Closing Working Capital and the Positive Working Capital Adjustment Amount or the Negative Working Capital Adjustment Amount, as applicable. If neither a Buyer Adjustment Notice nor a Stockholder Adjustment Notice is delivered in accordance with this Section 1.9, there shall be no adjustment pursuant hereto. (iii) If the Buyer and the Stockholder Representative Committee agree upon the foregoing within thirty (30) days after delivery of business the Stockholder Adjustment Notice, there shall be an adjustment, or no adjustment, as so agreed, as set forth in paragraph (iv) below. If the Buyer and the Stockholder Representative Committee are unable to agree upon the foregoing within thirty (30) days after delivery of the Stockholder Adjustment Notice, the Buyer and the Stockholder Representative Committee will mutually agree upon a nationally recognized independent accounting firm to resolve the disputed items strictly in accordance with the terms of this Section 1.9. The final resolution of the disputed items by such accounting firm will be made within thirty (30) days after such selection and will be final and binding upon the parties absent manifest error. The fees, costs and expenses of such accounting firm will be borne by the party (either the Buyer or the Stockholder Representative Committee)whose determination of the Closing Working Capital was farthest from the determination of the accounting firm, or equally by the parties if the determination by the accounting firm is equidistant between the determinations of the Parties, it being understood that any amounts payable hereunder by the Stockholder Representative Committee shall be satisfied solely from the Escrow Fund. The final determination of the disputed items under this Section 1.9 shall not impair any other rights of a Party under this Agreement including, without limitation, any rights to indemnification. (iv) If there is a Positive Working Capital Adjustment Amount, as finally determined in accordance with this Section 1.9, the Buyer shall pay to each Stockholder, other than a Stockholder holding Dissenting Shares, in cash an amount per share of Company Stock held by such Stockholder immediately prior to the Effective Time equal to the quotient of (x) the Positive Working Capital Adjustment Amount divided by (y) the number of shares of Company Stock held of record by all Stockholders, other than Stockholders holding Dissenting Shares, immediately prior to the Effective Time, rounded down to the nearest cent. Alternatively, if there is a Negative Working Capital Adjustment Amount, as finally determined in accordance with this Section 1.9, the Buyer shall be entitled to receive out of the Escrow Fund such number of Escrowed Shares as is equal to the quotient of (x) the Negative Working Capital Adjustment Amount divided by (y) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the five (5) consecutive trading days ending on the date that is ninety the Escrowed Shares are delivered in satisfaction of such adjustment (90subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock since the beginning of such 5-day period). Any payment made pursuant to this paragraph (iv) calendar shall be made within fifteen (15) days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) final resolution of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in all disputes under this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto1.9.

Post-Closing Adjustment. (a) Within one hundred five Promptly following the Closing, representatives of Seller and Purchaser shall conduct (105or cause to be conducted) calendar a physical count of the Eligible Inventory as of the Closing Date. All Eligible Inventory shall be valued as of immediately following the Closing Date at Seller’s standard costs for such items, in a manner consistent with Seller’s past practices for determining standard costs, as set forth on Schedule 2.3(a). In determining Seller’s standard costs, all finished goods shall be valued at cost of acquisition, plus any applicable freight, duty and broker’s fees incurred in the procurement process. (b) As soon as practicable, but no later than thirty (30) days after the completion of such Eligible Inventory count, Seller shall prepare and deliver to Purchaser a statement (the “Closing DateAdjustment Statement”) setting forth in reasonable detail Seller’s good faith calculation of the Eligible Inventory and the value thereof (the “Closing Adjustment Computations”) and the amount of any Post-Closing Adjustment determined by Seller. For purposes hereof, the “Post-Closing Adjustment” shall be equal to the following: (i) zero, if the Eligible Inventory, including the value thereof, as set forth in the Final Closing Adjustment Statement (as hereinafter defined) (the “Final Eligible Inventory”) is equal to or greater than $2,801,311 (the “Target Floor”) but less than or equal to $3,401,311 (the “Target Ceiling”); (ii) if the Final Eligible Inventory exceeds the Target Ceiling, then equal to the amount by which the Final Eligible Inventory exceeds the Target Ceiling, which amount shall be payable by Purchaser to Seller in accordance with Section 2.3(h); or (iii) if the Final Eligible Inventory is less than the Target Floor, then equal to the amount by which the Final Eligible Inventory is less than the Target Floor, which amount shall be payable by Seller to Purchaser in accordance with Section 2.3(h). (c) If Purchaser disagrees in good faith with any of the Closing Adjustment Computations as set forth in the Closing Adjustment Statement, then Purchaser may deliver to Seller a written report, certified by notice of such objection no later than thirty (30) days after the date on which Seller delivered the Closing Adjustment Statement to Purchaser, which report notice (such notice, an “Objection”) shall set forth specify, in reasonable detail, both the Deposits assumed by Purchaser that remain with Purchaser as nature of the close of business on the date that is ninety each disputed item (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount"each a “Disputed Item”) and the adjusted Premium Amount based on basis for the Updated Deposit Payment Amount, calculated as eight percent dispute. Failure by Purchaser to deliver an Objection within such thirty (8.0%) 30)-day period will be deemed to be Purchaser’s acceptance of the Updated Deposit Payment Amount (Closing Adjustment Statement, including the "Updated Premium Amount")resulting Post-Closing Adjustment, which Updated Premium Amount as the Final Closing Adjustment Statement. The parties shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described attempt in Section 2.6 hereof good faith to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period reach agreement resolving all Disputed Items set forth in Section 2.6 hereof shall be called the "Settlement Date." On Objection within thirty (30) days after its delivery. If the Settlement Date parties are unable to resolve any or all such Disputed Items within such thirty (30)-day period, then the following settlements shall be made: parties shall, promptly after the expiration of such period, submit for resolution all unresolved Disputed Items (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Sellereach, an amount equal “Unresolved Item”) to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number Grand Rapids, Michigan office of calendar days from and including the Closing Date to but excluding the Settlement Date BDO USA, LLP (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate“Accountants”). (d) Resolution Promptly, but no later than thirty (30) days after its acceptance of Disputed Payment Amount. its appointment as the Accountants, the Accountants shall determine only the Unresolved Items and shall render a written determination (the “Accountants’ Determination”) to Purchaser and Seller and Purchaser agree that if they fail to reach agreement as to the calculation resolution of each Unresolved Item and the resulting Closing Adjustment Computations, as applicable. In providing for its determination of any of the payments set forth in this Section 2.6Unresolved Item, the matter shall be referred Accountants shall: (i) act as experts and not arbiters to an independent firm calculate, based solely on the written submission of certified public accountants of national standing reasonably acceptable to Purchaser Purchaser, on the one hand, and Seller, on the other hand, and Purchaser not based upon independent investigation, the Unresolved Items and Seller such disputed Closing Adjustment Computations, as the case may be, resulting therefrom; (ii) not assign a value to such 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; (iii) rule only on the Objections reasonably raised by the parties, accepting all other aspects of the Closing Adjustment Statement; and (iv) have no right, authority or discretion to employ any accounting or valuation methodology, practice, standard or principles except for those provided for herein. The parties hereto agree that all adjustments shall be made without regard to materiality. Furthermore, the Accountants shall be instructed and agree to: (x) be bound by the determination applicable terms of such firm this Agreement, including the definitions set forth herein; and (y) establish a process and timeline for resolution of the Unresolved Items set forth in the Objection so that the Accountants’ Determination is delivered to the parties within thirty (30) days after the submission of the Unresolved Items to the Accountants. The Accountants shall certify as to their compliance with (x) and (y) in the immediately foregoing sentence in the Accountants’ Determination. The Accountants will have exclusive jurisdiction over, and resort to the Accountants as provided in this Section 2.3(d) will be the sole recourse and remedy of, the parties against one another with respect to any such matter referred disputes arising out of, or relating to, any of the Closing Adjustment Computations. The Accountants’ Determination will be conclusive and binding on the parties and will be enforceable in a court of competent jurisdiction. (e) Each party shall cooperate with, and make available to, the other party and its representatives all records and shall permit access to it for settlement. Purchaser its facilities and personnel, in each case, as reasonably required in connection with the preparation and analysis of the Closing Adjustment Statement and the resolution of any disputes with respect thereto. (f) Seller agree to share equally shall pay a portion of the fees and charges expenses of the Accountants equal to one hundred percent (100%) multiplied by a fraction, the numerator of which is the dollar amount of Unresolved Items submitted to the Accountants that are resolved in favor of Purchaser (that being the difference between the Accountants’ Determination and Seller’s determination) and the denominator of which is the total dollar amount of Unresolved Items submitted to the Accountants (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the Accountants’ Determination). Purchaser shall pay that portion of the fees and expenses of the Accountants that Seller is not required to pay pursuant to the foregoing. (g) As used herein, the term “Final Closing Adjustment Statement” means: (i) the Closing Adjustment Statement if Purchaser does not deliver an Objection in accordance with Section 2.3(c); (ii) if Purchaser timely delivers an Objection and all of the Disputed Items are resolved by agreement of the parties, then the Closing Adjustment Statement, as amended, if necessary, to reflect such firm for services rendered resolution of all Disputed Items; or (iii) if any Unresolved Items are submitted to the Accountants, then the Closing Adjustment Statement, as amended, if necessary, to reflect any resolution of any Disputed Items by it in resolving agreement of the disputed matters referred to it parties and the resolution of all Unresolved Items by the parties heretoAccountants as set forth in the Accountants’ Determination.

Post-Closing Adjustment. (ai) Within one hundred five ninety (10590) calendar days after the Closing Date, Purchaser Buyers shall prepare and deliver to Seller Sellers (A) a written report, certified by Purchaserstatement setting forth its calculation of Closing Working Capital, which report statement shall set forth be substantially in the Deposits assumed by Purchaser that remain with Purchaser as form of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%Section 2.11(a)(i) of the Updated Deposit Payment Amount Disclosure Schedules (the "Updated Premium Amount"“Closing Working Capital Statement”), which Updated Premium Amount shall not be less than $1,250,000and (B) a certificate of the Chief Financial Officer of Buyer Parent certifying that the Closing Working Capital Statement was prepared in accordance with the Accounting Principles. (bii) Seller No later than three (3) days following the Closing, Buyers shall have undertake a period of comprehensive inventory count. After the physical count is complete which shall occur no later than ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately days following the conclusion Closing, Buyers shall immediately provide the information obtained in such count to Sellers in writing, and Buyers shall conduct an inventory valuation using the Inventory Methodology which shall be completed no later than twenty-one (21) days following the Closing Date. Within thirty (30) days following the Closing, Buyer shall prepare and deliver to Sellers a statement (the “Inventory Closing Statement,” together with the Closing Working Capital Statement, the “Closing Statements”) setting forth Buyer’s good faith calculation of (A) the Finished Goods Inventory Valuation as of the tenth Closing (10ththe “Actual Finished Goods Inventory Amount”), (B) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On Raw Materials and Work In Process Inventory Valuation as of the Settlement Date Closing (the following settlements shall be made: “Actual Raw Materials and Work In Process Inventory Amount”), and (iC) in based on each such calculation, (1) only if the event that Actual Finished Goods Inventory Amount is less than the Updated Premium Amount exceeds Finished Goods Inventory Target Value and less than the Paid Premium Estimated Finished Goods Inventory Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to the lesser of the difference between the absolute value of (x) the difference obtained by subtracting Actual Finished Goods Inventory Amount and the Paid Premium Amount from the Updated Premium Amount plus Finished Goods Inventory Target Value and (y) the interest on such difference for Actual Finished Goods Inventory Amount and the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Estimated Finished Goods Inventory Amount, Seller shall pay to Purchaserand (2) only if the Actual Raw Materials and Work In Process Inventory Amount is less than the Raw Materials and Work In Process Inventory Target Value and less than the Estimated Raw Materials and Work In Process Inventory Amount, by wire transfer and to such account as may be specified by Purchaser, an amount equal to the lesser of the difference between the absolute value of (x) the difference obtained by subtracting Actual Raw Materials and Work In Process Inventory Amount and the Updated Premium Amount from the Paid Premium Amount plus Raw Material and Work In Process Inventory Target Value and (y) the interest on such difference for Actual Raw Materials and Work In Process Inventory Amount and the Interest Period at Estimated Raw Materials and Work In Process Inventory Amount (the Federal Funds Rate. total of items (d1) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6(2) above, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto“Actual Inventory Deficiency Amount”).

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after If the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser Net Working Capital as of the close of business on the date that is ninety (90) calendar days after the Closing Date as conclusively determined as provided in Section 3.5 (the such conclusive determination is referred to herein as "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium AmountCertified Net Working Capital"), which Updated Premium Amount shall not be is less than $1,250,0006,180,000, then Sellers cause the amount of such deficiency to be paid to Buyer out of the Purchase Price Escrow Amount. The parties acknowledge that $700,000 was used as the Unfunded Pension Liability amount in computing the Net Working Capital base amount of $6,180,000 for purposes of this Section as Buyer is assuming that amount of Unfunded Pension Liability as of the Closing. The Unfunded Pension Liability is reflected in accounts 1▇▇▇▇▇▇▇ and 1▇▇▇▇▇▇▇ on Schedule 3.5. In the event that the Purchase Price Escrow Amount is less than the amount of the adjustment, if any, payable to Buyer under this Section 3.6(a), Sellers shall pay or cause to be paid, to Buyer the amount of such deficiency. The positive remainder, if any, of (i) the Purchase Price Escrow Amount plus any net accrued interest earned on the Purchase Price Escrow Amount, less (ii) the amount of the adjustment, if any paid to Buyer out of the Purchase Price Adjustment Escrow under this Section 3.6(a), shall be paid to Sellers. In the event that no amount is payable to Buyer under this Section 3.6(a), then the entire Purchase Price Escrow Amount, plus all net accrued interest earned thereon, shall be paid to Sellers. If the Certified Net Working Capital is greater than $6,180,000, then Buyer shall pay, or cause to be paid, to Sellers the amount of such excess. Any payment pursuant to this Section 3.6(a) shall be made within five (5) business days following the determination of Certified Net Working Capital (such fifth business day, the "Due Date"). Any payment not made by the Due Date therefor shall bear interest from the Due Date at the rate of six percent (6%) per annum. Any amount payable to Buyer under this Section 3.6(a) shall be paid, first, out of the Purchase Price Adjustment Escrow. Buyer and Sellers shall give instructions to the escrow agent consistent with the provisions of this paragraph. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Payments made pursuant to this Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof 3.6 shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, made by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred immediately available funds to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound account designated by the determination of party receiving such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretopayment.

Post-Closing Adjustment. (ai) Within one hundred Subsequent to Closing, the Contacts Parties shall prepare a statement of Closing Net Working Capital consistent with the format found in Schedule 2 and with ClearLab’s historical accounting practices. A difference between the Closing Net Working Capital and the Target Net Working Capital of more than five percent (1055%) calendar shall be referred to in this Section 2(d) as the “Post-Closing Adjustment”. (1) If the Post-Closing Adjustment is in favor of Mi Gwang, Mi Gwang shall submit the Closing Statement along with its calculation of the Post-Closing Adjustment to the Contacts Parties and if the Contacts Parties do not object to the amount of the Post-Closing Adjustment within twenty (20) days after of receipt thereof, the Contacts Parties shall collectively pay to Mi Gwang an amount equal to 100% of the Post-Closing Adjustment not later than thirty (30) days following receipt of the Closing Statement, together with interest thereon from the Closing Date to the date of payment at a rate of eight percent (8%) per annum. Such payment shall be payable in Mi Gwang Shares (as determined according to value as of the Closing Date, Purchaser shall deliver to Seller ). (2) If a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Post-Closing Adjustment is applicable in favor of the close Contacts Parties, the Contacts Parties shall submit the Closing Statement along with their calculation of business on the date that is ninety Post-Closing Adjustment to Mi Gwang and if Mi Gwang does not object to the amount of the Post-Closing Adjustment within twenty (9020) calendar days after of receipt thereof, Mi Gwang shall pay to the Contacts Parties an amount equal to 100% of the Post-Closing Adjustment, not later than thirty (30) days following receipt of the Closing Statement, together with interest thereon from the Closing Date (to the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as date of payment at a rate of eight percent (8.08%) of the Updated Deposit Payment Amount (the "Updated Premium Amount")per annum, which Updated Premium Amount shall not be less than $1,250,000payable in cash. (bii) Seller If either party objects to the Post-Closing Adjustment, such party shall have a period notify the other within thirty (30) days following receipt thereof, setting forth in specific detail the basis for their objection and their proposal for any adjustments to the Post-Closing Adjustment. Mi Gwang and the Contacts Parties shall use their good faith efforts to reach agreement as to any such proposed adjustment or whether such adjustment is necessary. If agreement is reached as to all proposed further adjustments or to the effect that no adjustments are necessary, the parties shall make such adjustments, if any, and the Post-Closing Adjustment, if any, shall be based thereon and the applicable party shall promptly pay the amount of the Post-Closing Adjustment to the other not later than ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine days after reaching such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in agreement. In the event that a portion of the Updated Premium Amount exceeds Post-Closing Adjustment is agreed to by the Paid Premium Amountparties, Purchaser the amount so agreed upon shall be paid within such thirty (30) day period. If Mi Gwang and the Contacts Parties are unable to reach agreement within thirty (30) days, then the parties shall submit the matter to mediation and arbitration in accordance with Section 10(b) hereof and the arbitrator shall review the proposed adjustments and shall make a determination as to the proposed adjustments, if any, and he or she shall cause the Post-Closing Adjustment to be properly prepared in accordance with the provisions of this Agreement. All resolutions shall represent either agreement with the positions taken by Mi Gwang or the Contacts Parties or a compromise between such positions. The determination of the arbitrator shall be final, conclusive and binding upon Mi Gwang and the Contacts Parties. Thereafter, if the arbitrator determines that an amount is owed by one party to the other, the liable party shall pay to Sellerthe other, by wire transfer and to such account as may be specified by Sellerno later than ten (10) days thereafter, an amount equal to (x) the difference obtained Post-Closing Adjustment as determined by subtracting the Paid Premium Amount arbitrator, together with interest thereon from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date date of payment at a rate of eight percent (8%) per annum. Mi Gwang or the "Interest Period") at Contact Parties, as the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amountcase may be, Seller shall pay to Purchaserthe costs of the arbitration, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) depending on which party’s calculation of the difference obtained by subtracting the Updated Premium Amount Post-Closing Adjustment is further from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound Post-Closing Adjustment determined by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoarbitrator.

Post-Closing Adjustment. (a) The Sellers shall deliver a certificate to the Buyer at closing specifying the Working Capital as of March 26, 2000 and the calculation thereof in reasonable detail. Within one hundred five (105) calendar 90 days after the Closing Date, Purchaser the Sellers shall deliver to Seller prepare in accordance with GAAP, a written report, certified by Purchaser, which report shall set certificate setting forth the Deposits assumed by Purchaser that remain with Purchaser (i) actual Working Capital as of the close of business on the date that is ninety (90) calendar days after the Closing Date and (ii) the amount by which the actual Working Capital is greater than or less than the Estimated Payment by subtracting the Estimated Payment from the actual Working Capital (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium AmountPost Closing Adjustment"), which Updated Premium Amount shall not be less than $1,250,000. (b) The Buyer shall notify the Seller shall have a period of within ten (10) Business Days following receipt days of Purchaserreceiving notice of the amount of the Post Closing Adjustment if it disputes such Post Closing Adjustment. Any such matters ("Disputed Matters") shall be submitted first to the Controller of Buyer and the Chief Financial Officer of Serologicals within 30 days after such notice. If they are unable to resolve the Disputed Matters within 30 days after the matter is submitted to them, then the Disputed Matters shall be submitted to arbitration in New York, New York within 20 days after the expiration of the period provided to the Controller and the Chief Financial Officer to effect a resolution. The arbitrator (the "Arbitrator") shall be any one of the nationally recognized independent accounting firms which is on the date hereof among the five largest such firms (the "Big Five Accounting Firms"), and as mutually agreed to by Buyer and Sellers, provided that no such Big Five Accounting Firm has an existing relationship with Buyer, any Seller or Serologicals. Any reference herein to the Big Five Accounting Firms shall be deemed to include a reference to any member or employee thereof (who is a certified public accountant) which any such firm may designate as the Arbitrator on its behalf. If Sellers and Buyer shall have failed to agree upon the selection of the Arbitrator within such 20 day period or any such Arbitrator selected by them shall not have agreed to perform the services called for hereunder, the Arbitrator shall thereupon be one of the Big Five Accounting Firms or any member thereof which or who may be willing to perform such services selected jointly by the Buyer's report described in Section 2.6 hereof to examine and Serologicals' independent auditors, other than any such report and Purchaser shall cooperate with firm which is then employed by the Buyer, any Seller, Royalty, Serologicals or any Affiliate of any of the foregoing. The Arbitrator shall consider only the Disputed Matters. The Arbitrator shall act promptly to resolve all Disputed Matters and its employees, representatives decision with respect to all Disputed Matters shall be final and agents binding upon the parties hereto and shall not be appealable to any court. The costs and expenses of the Arbitrator shall be borne by the parties in their examination of such reportproportion to each party's initial position relative to the outcome. (c) The Business Day immediately following If the conclusion of Post Closing Adjustment is not in dispute or at such time as the tenth (10th) Business Day period set forth in Section 2.6 hereof Post Closing Adjustment is agreed upon by the parties or is otherwise resolved by an Arbitrator, the parties shall be called pay the "Settlement Date." On the Settlement Date the following settlements shall be madePost Closing Adjustment as follows: (i) in If the event that the Updated Premium Amount exceeds the Paid Premium AmountPost-Closing Adjustment is negative, Purchaser then Sellers shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting Buyer the Paid Premium Amount from absolute value of the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Post-Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateAdjustment; andor (ii) in If the event that Post-Closing Adjustment is positive, then the Paid Premium Amount exceeds the Updated Premium Amount, Seller Buyer shall pay to Purchaser, by wire transfer and to Sellers such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RatePost-Closing Adjustment. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail The party obligated to reach agreement as to pay the calculation of any of the payments set forth Post-Closing Adjustment shall make such payment in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination immediately available funds within 10 days of such firm with respect determination pursuant to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoSection 3.5 (c) above.

Post-Closing Adjustment. (a) After the Closing Date, Seller and Buyer shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in connection with the matters addressed in this Section 2.6. Within one hundred five (105) calendar 90 days after the Closing Date, Purchaser Buyer shall deliver to determine the Effective Date Debt Balance, the Effective Date Net Working Capital, the Effective Date Cash and the Cash Adjustment Amount and shall provide Seller a with written reportnotice of such determination, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain along with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date reasonable supporting information and calculations (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"“Buyer’s Determination”), which Updated Premium Amount shall not be less than $1,250,000. (b) If Seller objects to Buyer’s Determination, then Seller shall provide Buyer written notice thereof within 30 days after receiving Buyer’s Determination. Seller and Buyer shall be deemed to have agreed upon all items and amounts that are not disputed by Seller in such written notice. If the Parties are unable to agree on the Effective Date Debt Balance, the Effective Date Net Working Capital, the Effective Date Cash and the Cash Adjustment Amount, within 120 days after the Closing Date, the Parties shall refer such dispute to a period nationally recognized independent public accounting firm reasonably acceptable to the parties (the “Independent Accountants”), which firm shall make a final and binding determination, absent manifest error, as to only those matters in dispute with respect to this Section 2.6(b) on a timely basis and promptly shall notify the Parties in writing of ten (10) Business Days following receipt its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of Purchaser's this Agreement or modify previously agreed to items among the Parties. The fees, expenses and costs of the Independent Accountants in connection with such review and report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with be borne by Seller, its employeeson the one hand, representatives and agents by Buyer, on the other hand, based upon the percentage that the amount not awarded to such Party bears to the amount actually contested by such Party. If Seller does not object to Buyer’s Determination within the time period and in their examination the manner set forth in the first sentence of such reportthis Section 2.6(b) or if Seller accepts Buyer’s Determination, then the Effective Date Debt Balance, the Effective Date Net Working Capital, the Effective Date Cash and the Cash Adjustment Amount, as set forth in Buyer’s Determination, shall become final and binding upon the Parties for all purposes hereunder. (c) The Business Day immediately following If the conclusion net effect of the tenth Effective Date Debt Balance, the Effective Date Net Working Capital, the Effective Date Cash and the Cash Adjustment Amount (10thas agreed between the Parties or as determined by the Independent Accountants or otherwise) Business Day period (the “Final Adjustment”) would result in a net positive adjustment to the Base Purchase Price relative to that set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium AmountAdjustment Estimate, Purchaser then Buyer shall pay Seller, within 5 Business Days after all amounts are agreed or determined pursuant to SellerSection 2.6(b), by wire transfer and of immediately available funds to such an account as may be specified designated by Seller, an amount equal to (x) the difference obtained by subtracting between the Paid Premium Amount from Final Adjustment and the Updated Premium Amount plus (y) Adjustment Estimate and if the interest on such difference for net effect of the number of calendar days from and including Final Adjustment would result in a net negative adjustment to the Closing Date Base Purchase Price relative to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) that set forth in the event that the Paid Premium Amount exceeds the Updated Premium AmountAdjustment Estimate, then Seller shall pay Buyer, within 5 Business Days after all amounts are agreed or determined pursuant to PurchaserSection 2.6(b), by wire transfer and of immediately available funds to such an account as may be specified designated by PurchaserBuyer, an amount equal to (x) the difference obtained by subtracting between the Updated Premium Amount from Final Adjustment and the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateAdjustment Estimate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. If the Purchase Price (aas finally determined) Within one hundred five is greater than the Estimated Purchase Price (105) calendar days such excess amount, if any, the “Excess Amount”), then Purchaser shall pay, within 10 Business Days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as final determination of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment such Excess Amount, calculated as eight percent to the Disbursing Agent, for payment to the Selling Parties, in accordance with each Selling Party’s Pro Rata Share, an aggregate amount equal to the lesser of (8.0%x) of the Updated Deposit Payment Excess Amount and (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (by) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting Escrow Amount, and Purchaser and the Paid Premium Amount from Seller Representative shall promptly deliver joint written instructions to the Updated Premium Amount plus (y) Escrow Agent instructing the interest on such difference for Escrow Agent to release all of the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) funds in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, Escrow Account by wire transfer of immediately available funds to accounts designated by the Disbursing Agent, for payment to the Selling Parties, in accordance with each Selling Party’s Pro Rata Share. If the Purchase Price (as finally determined) is less than the Estimated Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then, within 10 Business Days of the final determination of such shortfall, Seller Representative and Purchaser shall promptly deliver joint written instructions to such account as may be specified by Purchaser, the Escrow Agent instructing the Escrow Agent to release an amount equal to (x) the difference obtained by subtracting the Updated Premium Shortfall Amount from the Paid Premium Amount plus (y) Escrow Account by wire transfer of immediately available funds to one or more accounts designated by Purchaser. For the interest on such difference for avoidance of doubt, any then-remaining amounts in the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller Escrow Account shall represent Purchaser’s sole and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm exclusive remedy with respect to any such matter referred Shortfall Amount. If any funds remain in the Escrow Account after the release of funds to it for settlement. Purchaser in accordance with this Section, Purchaser and Seller agree Representative shall promptly deliver joint written instructions to share equally the fees and charges of Escrow Agent instructing the Escrow Agent to release all such firm remaining funds in the Escrow Account to the Disbursing Agent, for services rendered by it in resolving the disputed matters referred payment to it accounts designated by the parties heretoSelling Parties, in accordance with each Selling Party’s Pro Rata Share. All payments that are to be made to the Selling Parties pursuant to this Section 1.4(c) shall be made in accordance with a funds flow statement (the “Post-Closing Funds Flow Statement”) prepared by the Seller Representative, which shall set forth with respect to each Selling Party the portion of the aggregate payment due to the Selling Parties as a whole that such Selling Party is entitled to receive and payment instructions with respect to each such payee. Notwithstanding anything to the contrary in this Agreement, the Purchaser, the Company and its Subsidiaries, and each of their respective representatives, shall be entitled to conclusively and definitively rely on, without any obligation to investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the allocation of proceeds set forth in the Post-Closing Funds Flow Statement, which shall be binding and enforceable against the Sellers and their Affiliates.

Post-Closing Adjustment. (a) Within one hundred Not later than forty-five (10545) calendar days after ----------------------- following the Closing DateClosing, Purchaser the Seller shall prepare and deliver to Seller the Buyer a written report, certified by Purchaser, which report shall set forth balance sheet with respect to the Deposits assumed by Purchaser that remain with Purchaser ACS Business as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium AmountClosing Date Balance Sheet"), which Updated Premium Amount . The Closing Date Balance Sheet shall not be less than $1,250,000prepared in accordance with generally accepted accounting principles on a basis consistent with the Seller's past practice and financial reporting. (b) Seller If the Buyer objects to the Closing Date Balance Sheet, it shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination give notice of such reportobjection to the Seller within fifteen (15) days following its receipt thereof. If the Buyer does not object to the Closing Date Balance Sheet within such period, the Closing Date Balance Sheet shall be final and binding upon the Buyer and the Seller. If the Buyer objects to the Closing Date Balance Sheet within such period and the Seller and the Buyer are unable to resolve such objection within fifteen (15) days, then such objection shall be submitted to a nationally recognized independent certified accounting firm jointly selected by the Seller and the Buyer. The determination of such firm shall be final and binding upon the Seller and the Buyer. The Seller and the Buyer shall each pay one-half of the fees and expenses of such firm in connection with the foregoing. (c) The Business Day immediately following If the conclusion net asset value of the tenth ACS Business (10th"Net Asset Value", defined to equal the current assets plus fixed assets (at book value plus other assets minus the liabilities of the ACS Business) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay as determined with reference to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding Balance Sheet is greater than or less than $544,632.00, and such surplus or shortfall exceeds $5,000.00, then the Settlement Date principal amount under the Promissory Note shall be increased by such surplus or decreased by such shortfall, as the case may be (and the two equal payment installments under such Promissory Note adjusted accordingly) (such increase or decrease, the "Interest PeriodPost -Closing Adjustment") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate). (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (ai) Within one hundred five (105) calendar days after Following the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as determination of the close components of business on the date that is ninety (90) calendar days after the Closing Date (Statement, if the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) result of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting Final Working Capital minus the Paid Premium Amount from the Updated Premium Amount Estimated Working Capital plus (y) the Estimated Assumed Indebtedness minus the Final Assumed Indebtedness is an amount greater than zero (the “Net Positive Purchase Price Adjustment Amount”) then (A) Buyer shall pay the Net Positive Purchase Price Adjustment Amount in cash to Seller and (B) Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to release the then available funds in the Post-Closing Working Capital Escrow Fund to Seller. (ii) Following the determination of the components of the Closing Date Statement, if the result of (x) the Final Working Capital minus the Estimated Working Capital plus (y) the Estimated Assumed Indebtedness minus the Final Assumed Indebtedness is an amount less than zero (the “Net Negative Purchase Price Adjustment Amount”) then (A) Buyer shall be entitled to receive a payment in cash out of the then available funds in the Post-Closing Working Capital Escrow Fund in such amount and Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to make such payment to Buyer. If the amount of the Post-Closing Working Capital Escrow Fund is greater than the absolute value of the Net Negative Purchase Price Adjustment Amount, then Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to make a payment to Seller equal to the amount of remaining funds in the Post-Closing Working Capital Escrow Fund after the distribution of the Net Negative Purchase Price Adjustment Amount to Buyer in accordance with this Section 2.06(d). If the amount of the Post-Closing Working Capital Escrow Fund is less than the absolute value of the Net Negative Purchase Price Adjustment Amount, Buyer and Seller shall deliver a joint direction instructing the Escrow Agent to make a payment to Buyer in an amount equal to such shortfall from the Post-Closing Indemnification Escrow Fund. Set forth in Section 2.06(d)(ii) of the Disclosure Schedules are examples of the determination of the post-Closing adjustments contemplated in Sections 2.06(d)(i) and (ii), demonstrating both a Net Positive Purchase Price Adjustment Amount and a Net Negative Purchase Price Adjustment Amount. (iii) All payments pursuant to this Section 2.06(d) shall be made by wire transfer of immediately available funds to an account designated in advance by Seller or Buyer, as applicable, and shall be made on or prior to the fifth (5th) Business Day following: (A) the thirty (30)-day period following Buyer’s delivery of the Closing Date Statement pursuant to Section 2.06(b) if Seller does not timely dispute such amounts pursuant to Section 2.06(c)(ii); (B) the date of Seller’s and Buyer’s mutual determination of Final Working Capital and Final Assumed Indebtedness in the event Seller timely disputes such amounts pursuant to Section 2.06(c)(ii) and Seller’s and Buyer’s differences are resolved without the engagement of an Independent Accountant pursuant to Section 2.06(c)(iii); and (C) the date of the Independent Accountant’s determination of Final Working Capital and/or Final Assumed Indebtedness pursuant to Section 2.06(c)(iii) in the event Seller timely disputes such amounts pursuant to Section 2.06(c)(ii) and Seller and Buyer are unable to resolve their differences pursuant to Section 2.06(c)(ii). (iv) The amount of any Net Positive Purchase Price Adjustment Amount or any Net Negative Purchase Price Adjustment Amount, as the case may be, shall bear interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") date of payment at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount a rate per annum equal to (x) the difference obtained rate of interest published by subtracting The Wall Street Journal as the Updated Premium Amount from “prime rate” at large U.S. money center banks on the Paid Premium Amount plus (y) Closing Date, calculated on the interest on such difference for basis of a 365 day year and the Interest Period at the Federal Funds Rateactual number of days elapsed, without compounding. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in If the event that Actual Sprintank Fixed Asset Amount is greater than $12,430,217, the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to the Seller, within two (2) business days after determination thereof, the amount of such excess; provided that if the Actual Sprintank Fixed Asset Amount is less than $12,430,217, the Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall pay to the Purchaser, within two (2) business days after the determination of the Actual Sprintank Fixed Asset Amount, the amount by which the Holdback is less than the amount of such shortfall) by wire transfer and or delivery of other immediately available funds. Such payment shall be deemed to such account as may be specified by Seller, an amount equal adjustment to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; andSprintank Purchase Price. (ii) in If the event Actual Sprintank Prepaid Expenses Amount is greater than $64,441, the Purchaser shall pay to the Seller, within two (2) business days after determination thereof, the amount of such excess; provided that if the Paid Premium Actual Sprintank Prepaid Expenses Amount exceeds is less than $64,441, the Updated Premium AmountPurchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of such shortfall (provided, however, that if the Holdback is less than the amount of such shortfall, the Seller shall pay to the Purchaser, within two (2) business days after the determination of the Actual Sprintank Prepaid Expenses Amount, the amount by which the Holdback is less than the amount of such shortfall) by wire transfer and or delivery of other immediately available funds. Such payment shall be deemed to such account as may be specified by Purchaser, an amount equal adjustment to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateSprintank Purchase Price. (diii) Resolution If the Actual Sprintank Inventory Amount is less than $200,000, the Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, the amount of Disputed Payment Amount. Seller and Purchaser agree such shortfall (provided, however, that if they fail to reach agreement as the Holdback is less than the amount of such shortfall, the Seller shall pay to the calculation of any of the payments set forth in this Section 2.6Purchaser, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by within two (2) business days after the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges Actual Sprintank Inventory Amount, the amount by which the Holdback is less than the amount of such firm for services rendered shortfall) by it in resolving wire transfer or delivery of other immediately available funds. Such payment shall be deemed to be an adjustment to the disputed matters referred to it by the parties heretoSprintank Purchase Price.

Post-Closing Adjustment. The Closing Merger Consideration shall be adjusted after the Closing as follows: (a) Within one hundred five (105) calendar days after [**] following the Closing Date, Purchaser the Buyer shall deliver deliver, or cause to Seller a written reportbe delivered, certified by Purchaser, which report shall set forth to the Deposits assumed by Purchaser that remain with Purchaser Company Equityholder Representative an unaudited balance sheet of the Company (the “Preliminary Closing Date Balance Sheet”) as of the close Closing prepared in accordance with GAAP and in the form and format of business on Exhibit C, together with the date that is ninety Buyer’s calculation of the Adjustment Amount (90and each component thereof) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Preliminary Closing Date Balance Sheet. (b) Seller shall have a period Subject to the resolution of ten any disputes pursuant to this Section 1.12, within five (105) Business Days following receipt after the determination of Purchaser's report described the Final Closing Date Balance Sheet (as defined below), (i) if the Adjustment Amount is negative, the Buyer shall be entitled to a payment in Section 2.6 hereof an amount equal to examine such report the Adjustment Amount, which shall be treated as a downward adjustment to the Closing Merger Consideration for Tax purposes and Purchaser (ii) if the Adjustment Amount is positive, the Company Equityholders shall cooperate with Sellerbe entitled to a payment from the Buyer in an aggregate amount equal to the Adjustment Amount, its employees, representatives and agents in their examination of such reportwhich shall be treated as an upward adjustment to the Closing Merger Consideration for Tax purposes. (c) The If the Buyer is entitled to a payment pursuant to Section 1.12(b), the Buyer and the Company Equityholder Representative shall, within two (2) Business Day immediately following Days after the conclusion determination of the tenth (10th) Business Day period set forth Final Closing Date Balance Sheet, deliver to the Escrow Agent a joint instruction letter signed by each such Party instructing the Escrow Agent to disburse from the Escrow Fund an amount in Section 2.6 hereof shall be called cash equal to the "Settlement Date." On Adjustment Amount to one or more accounts designated by the Settlement Date Buyer. If the following settlements shall be made: (i) in the event that the Updated Premium Adjustment Amount exceeds the Paid Premium available Escrow Fund (as reduced by claims for indemnification pursuant to Article VII which have previously been satisfied from the Escrow Amount), Purchaser the Company Equityholders shall immediately pay the Buyer their respective Equityholder Pro Rata Share of the amount of such excess. If the Company Equityholders are entitled to a payment pursuant to Section 1.12(b), the Buyer shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Adjustment Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateaccordance with Section 1.16. (d) Resolution As of Disputed Payment Amountthe thirtieth (30th) day following the delivery thereof to the Company Equityholder Representative, the Preliminary Closing Date Balance Sheet shall be final, binding and conclusive on the Parties and all Company Equityholders for purposes of this Section 1.12 unless, prior to such thirtieth (30th) day, the Company Equityholder Representative shall have notified the Buyer in writing of each item on the Preliminary Closing Date Balance Sheet disputed by the Company Equityholder Representative, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute. Seller In the event of such a dispute, the Buyer and Purchaser the Company Equityholder Representative shall work in good faith to reconcile their differences. If the Buyer and the Company Equityholder Representative are unable to reach a resolution within twenty (20) days after receipt by the Buyer of the Company Equityholder Representative’s written notice of such dispute, the Buyer and the Company Equityholder Representative shall submit the items remaining in dispute for resolution to the Neutral Accountant, which shall, within thirty (30) days of such submission, determine and report to the Company Equityholder Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on all Parties and the Company Equityholders, absent manifest error. In resolving any disputed items, the Neutral Accountant shall apply the accounting principles described in Section 1.12(a) and, with respect to each disputed item, the Neutral Accountant shall select a value that is equal to (or between) the respective values presented by the Buyer and the Company Equityholder Representative. The Neutral Accountant shall act as an expert and not as an arbitrator. A Preliminary Closing Date Balance Sheet that has either not been challenged, has been reconciled by the Parties, or has been revised by the Neutral Accountant to reflect its determinations pursuant to this Section 1.12, is referred to herein as the “Final Closing Date Balance Sheet” and shall be final, binding and conclusive on all Parties and the Company Equityholders for purposes of this Section 1.12. The fees and disbursements of the Neutral Accountant shall be allocated equally between the Buyer, on the one hand, and the Company Equityholder Representative (on behalf of the Company Equityholders), on the other hand. The Parties agree that if they fail to reach agreement as to the calculation of any of the payments procedures set forth in this Section 2.6, 1.12(d) for resolving disputes with respect to the matter Preliminary Closing Date Balance Sheet or the calculation of the Adjustment Amount shall be referred the sole and exclusive procedures for resolving any such disputes, provided that nothing herein shall preclude any Party from instituting litigation in a court of competent jurisdiction to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by enforce the determination of such firm the Neutral Accountant or any agreement of the Parties with respect to the resolution of any such matter referred dispute and nothing herein shall limit or impair any of the Buyer’s rights or remedies under Article VII. (e) All amounts paid pursuant to it this Section 1.12 shall be treated as adjustments to the Aggregate Merger Consideration for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered all Tax purposes unless otherwise required by it in resolving the disputed matters referred to it by the parties heretoLaw.

Post-Closing Adjustment. (ai) Within one hundred five (105If the Adjusted Closing Date Consideration as finally determined pursuant to Section 2.05(d) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after greater than the Closing Date Consideration (such amount, the “Increase Amount”), then, within two (2) Business Days from the date on which the adjustment to the Closing Date Consideration is determined in accordance with this Section 2.05(e) (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"“Determination Date”), which Updated Premium (A) Buyer and Seller shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release the entire Adjustment Escrow Fund to Seller by wire transfer of immediately available funds, to the account designated in writing by Seller to the Escrow Agent and (B) Buyer shall pay or caused to be paid to Seller (or one or more Affiliates of Seller designated by Seller) an amount equal to the lesser of (1) the Increase Amount shall not be less than $1,250,000and (2) the Adjustment Escrow Amount in immediately available funds by wire transfer to Seller’s Bank Account or such other bank account designated by Seller to Buyer. (bii) Seller shall have a period If the Adjusted Closing Date Consideration as finally determined pursuant to Section 2.05(d) is less than the Closing Date Consideration (the absolute value of ten such amount, the “Deficit Amount”), then, within two (102) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth Determination Date, Buyer and Seller shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release (10thA) Business Day period set forth in Section 2.6 hereof shall be called an amount of cash equal to the "Settlement Date." On lesser of (I) the Settlement Date the following settlements shall be made: (i) amount then remaining in the event that Adjustment Escrow Fund and (II) the Updated Premium Deficit Amount exceeds from the Paid Premium AmountAdjustment Escrow Fund to Buyer, Purchaser shall pay by wire transfer of immediately available funds, to an account designated in writing by Buyer to the Escrow Agent, and (B) the remaining amount of cash in the Adjustment Escrow Fund, if any, to Seller, by wire transfer of immediately available funds, to the account designated in writing by Seller to the Escrow Agent. For the avoidance of doubt, ▇▇▇▇▇’s recourse for any Deficit Amount shall be limited to the amounts remaining in the Adjustment Escrow Fund as of the Determination Date, and Buyer shall not be entitled to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount recover from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) Seller or any other Person in the event that the Paid Premium Deficit Amount exceeds the Updated Premium Amountamount remaining in the Adjustment Escrow Fund as of the Determination Date. (iii) If the Adjusted Closing Date Consideration is equal to the Closing Date Consideration, then no adjustment shall be made to the consideration payable hereunder pursuant to this Section 2.05(e), and Seller and Buyer shall pay deliver a joint written authorization to Purchaserthe Escrow Agent within two (2) Business Days of the Determination Date, instructing the Escrow Agent to release the entire Adjustment Escrow Fund to Seller, by wire transfer and of immediately available funds, to such the account as may be specified designated in writing by Purchaser, an amount equal Seller to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateEscrow Agent. (div) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail The Parties will treat any payment made pursuant to reach agreement this Section 2.05(e) as an adjustment to the calculation of any of the payments set forth in this Section 2.6purchase price for federal, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser state and Sellerlocal income (and other applicable) Tax purposes, and Purchaser and Seller agree to be bound except as otherwise required by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoApplicable Law.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after If the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close transactions contemplated by the Purchase Agreement occurs, then as soon as practicable (but not more than five Business Days) after completion of business on the date that is ninety One Hundred Twenty (90120) calendar days after following the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium AmountMeasurement Date"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in accordance with Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion 3.5 of the tenth (10th) Business Day period set forth in Section 2.6 hereof Purchase Agreement, the Seller and the Buyer shall be called instruct the "Settlement Date." On Escrow Agent to disburse from the Settlement Date remaining Escrowed Property and Interest to the following settlements shall be madeBuyer the amount, if any, not to exceed $1,600,000, equal to the total of: (i) in the event value of the Seller's Accounts Receivable that were conveyed to Buyer at Closing and that remain outstanding as of the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to Measurement Date; (xii) the difference obtained by subtracting aggregate value as of the Paid Premium Amount from Measurement Date of any (A) Cure Amounts (other than Cure Amounts relating to Assumed Contracts that are Requested Contracts) owing with respect to the Updated Premium Amount plus Assumed Contracts which Cure Amounts were not set forth on Disclosure Schedule, Section 3.5(a)(ii) to the Purchase Agreement, to the extent the Buyer has assumed the obligation to pay such Cure Amounts, (yB) orders for Prepaid Customer Inventory that were not disclosed to the interest on Buyer in writing prior to or at Closing, to the extent the Buyer has assumed the obligation to fill such difference for orders, and (C) customer credits that were not disclosed to the number of calendar days from and including Buyer in writing prior to or at Closing, to the Closing Date extent the Buyer has assumed the obligation to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Ratehonor such undisclosed customer credits; and (iiiii) the value, determined item by item on an average cost basis, as of the Measurement Date of the Seller's Prepaid Transit Inventory, if any, which has not been received and accepted, in accordance with reasonable commercial standards, by Buyer. Any remaining Escrowed Property shall be paid to the Seller or remain in the event that Escrow Account until the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to PurchaserFinal Distribution (as defined in Section 3(g) below); and Buyer shall, by wire transfer written instrument acceptable in form and substance to Seller in its reasonable discretion, assign to Seller all of Buyer's right, title and interest in and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateAccounts Receivable that then remain outstanding. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar The Buyer will prepare and deliver to the Seller, no later than 60 days after the Closing Date, Purchaser shall deliver to Seller a written reportstatement setting forth the exact amount of the Company Closing Net Worth (the “Post-Closing Statement”), certified by Purchaser, which report shall calculated in accordance with the provisions set forth in the Deposits assumed by Purchaser that remain definition of “Company Closing Net Worth” herein, together with Purchaser as of the close of business on the date that is ninety (90) calendar days after the all related supporting schedules, calculations and documentation. The Post-Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount Statement shall not be binding on the Parties for the purposes of determining the Post-Closing Adjustment Amount payable by the Buyer or the Seller, as applicable, to the other Party, as provided herein, until the earlier of (i) the Seller confirming it has accepted such calculation of the Company Closing Net Worth in writing to the Buyer, and (ii) if the Seller has failed to deliver a Notice of Objection to the Buyer in respect of the Post-Closing Statement, the end of the last day of the Review Period in respect of the Post-Closing Statement, and (iii) the decision of the Independent Expert pursuant to Section 2.3 in respect of any Notice of Objection delivered by the Seller to the Buyer in respect of the Post-Closing Statement. In the event the Seller disagrees with any portion of the Post-Closing Statement, the Seller may object in accordance with the procedures set forth in Section 2.3 following the Closing. The amount by which the Company Closing Net Worth as finally determined pursuant to this Section 2.2(a) and Section 2.3 exceeds or is less than $1,250,000the Estimated Company Closing Net Worth in absolute value shall be referred to as the “Post-Closing Adjustment Amount”. (b) Seller shall have a period of ten (10) Promptly upon the Post-Closing Statement becoming binding on the Parties, and in any event within 5 Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Sellerthereafter, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in if the event that the Updated Premium Amount Company Closing Net Worth exceeds the Paid Premium AmountEstimated Company Closing Net Worth, Purchaser the Buyer shall pay to the Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five In addition to Schedules 2.2(a)(i) through 2.2(a)(iv), at least three (1053) calendar days after Business Days prior to the Closing Date, Purchaser Seller shall prepare and deliver to Seller Buyer a written report, certified by Purchaserdraft Estimated Balance Sheet, which report shall be prepared in good faith and in accordance with the accounting principles set forth on Schedule 2.3(a) (the Deposits assumed by Purchaser that remain with Purchaser as “Accounting Principles”), and a statement setting forth in reasonable detail Seller’s calculation of the close of business on Estimated Net Working Capital, the date that is ninety (90) calendar days after Estimated Indebtedness, the Closing Date (Estimated Transaction Expenses, the "Updated Deposit Payment Amount") Estimated Benefits Payouts and the adjusted Premium Amount based on Estimated Closing Cash in accordance with the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Accounting Principles. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a draft Final Balance Sheet, which shall be prepared in good faith and in accordance with the Accounting Principles, and a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s calculation of the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash in accordance with the Accounting Principles. If Seller does not receive the Closing Statement within such sixty (60) day period, the Estimated Balance Sheet, the Estimated Net Working Capital, the Estimated Indebtedness, the Estimated Transaction Expenses, the Estimated Benefits Payouts and Estimated Closing Cash contained in Seller’s deliveries pursuant to Section 2.3(a) shall, at Seller’s option, be deemed to have a period been accepted by Buyer and shall become binding on Buyer and the calculation of ten the Estimated Net Working Capital, the Estimated Indebtedness, the Estimated Transaction Expenses, the Estimated Benefits Payouts and Estimated Closing Cash contained in Seller’s deliveries pursuant to Section 2.3(a) shall be the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and Final Closing Cash and Seller’s deliveries pursuant to Section 2.3(a) shall be deemed to be the Final Closing Statement (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such reportas defined herein). (c) The Business Day immediately following the conclusion Following its receipt from Buyer of the tenth draft Final Balance Sheet and the Closing Statement, Seller shall have forty-five (10th45) Business Day period days to review the draft Final Balance Sheet and the Closing Statement (and Seller shall have the right, until the final determination of the Final Closing Statement, to (i) examine all accounting records, work papers and financial records used or generated in connection with the preparation of the draft Final Balance Sheet, the Closing Statement and the Final Closing Statement as may be reasonably requested by Seller and such other documents as Seller may reasonably request in connection with its review of the draft Final Balance Sheet, the Closing Statement and the Final Closing Statement and (ii) have access during normal business hours on advance notice to all Facilities and all employees, agents and professional advisors of Buyer, the Company and its Subsidiaries as Seller may reasonably request in connection with its review of the draft Final Balance Sheet, the Closing Statement and the Final Closing Statement) and to inform Buyer in writing of any disagreement that it may have with the draft Final Balance Sheet and the Closing Statement, which objection shall, to the extent practicable, specify in reasonable detail Seller’s disagreement with the draft Final Balance Sheet and the Closing Statement and shall in any case include Seller’s calculation of any disputed items, to the extent practicable (the “Objection”). If Buyer does not receive the Objection within such forty-five (45) day period, the draft Final Balance Sheet and the amount of the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash set forth on the Closing Statement shall be deemed to have been accepted by Seller and shall become binding upon Seller, and the calculation of the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash on the Closing Statement shall be the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash, respectively. If Seller timely delivers an Objection to Buyer, Buyer shall then have ten (10) days from the date of receipt of such Objection (the “Review Period”) to review and respond to the Objection in writing (and Buyer shall have the right to examine the work papers and financial records used or generated in connection with the preparation of the Objection and such other documents as Buyer may reasonably request in connection with its review of the Objection); provided, however, that Buyer’s response to any Objection shall be limited to those specific disagreements listed in the Objection. Furthermore, Buyer may not in its response to the Objection change its calculation of any line item or component of working capital shown in or the Final Closing Cash shown in Buyer’s draft Final Balance Sheet and Closing Statement that would, taken on an individual basis, have the result of reducing the Final Net Working Capital or Final Closing Cash, as applicable, below the amounts thereof indicated in Buyer’s draft Final Balance Sheet and Closing Statement previously delivered to Seller. If Seller does not receive a written response from Buyer within such ten (10) day period, the draft Final Balance Sheet and the amount of the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash set forth in Section 2.6 hereof the Objection shall be called deemed to have been accepted by Buyer and shall become binding upon Buyer, and the "Settlement Date." On calculation of the Settlement Date Final Net Working Capital, the following settlements Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and Final Closing Cash contained in the Objection shall be made:the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash, respectively. If Buyer does timely deliver a written response within such ten (10) day period, Buyer and Seller shall attempt in good faith to resolve any disagreements with respect to the Final Balance Sheet and the determination of the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash. If they are unable to resolve all of their disagreements with respect to the Final Balance Sheet and/or the determination of the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash within twenty (20) days following the expiration of Buyer’s Review Period, Buyer and Seller shall promptly refer the dispute to the CPA Firm, which shall resolve such disagreements based solely on written presentations by Seller and Buyer, which are in accordance with the terms and procedures and the definitions of this Agreement, and not by independent review. The written presentations provided by each of Seller and Buyer shall be limited such that neither party may change its calculations of any line item or component of Final Net Working Capital or Final Closing Cash from the draft Final Balance Sheet and draft Closing Statement, in the case of Buyer, and the Objection, in the case of Seller, if such change, taken on an individual basis, would have the result of reducing, in the case of Buyer, or increasing, in the case of Seller, the calculation of actual Final Net Working Capital or Final Closing Cash, respectively, set out in the draft Final Balance Sheet and draft Closing Statement or Objection, as applicable. Buyer and Seller shall direct the CPA Firm to use its reasonable best efforts to render its determination within thirty (30) days after the dispute is first submitted to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records relating to the Closing Statement or Objection and all other items reasonably requested by the CPA Firm. Neither Seller nor Buyer shall have or conduct any communication, either written or oral, with the CPA Firm without the other party either being present or receiving a concurrent copy of any written communication. Nothing in this Section 2.3(c) shall be construed to authorize or permit the CPA Firm to resolve any differences between Buyer and Seller other than those unresolved disagreements listed in the Objection, and the CPA Firm shall not be authorized or permitted to do so. The scope of the disputed items to be resolved by the CPA Firm shall be limited to whether the draft Final Balance Sheet and the Closing Statement were prepared in accordance with the terms of this Agreement. In resolving any disagreements, the CPA Firm shall be bound by the provisions of this Section 2.3 and may not assign a value to any item greater than the greatest value for such item claimed by either party in its written presentation or less than the smallest value for such item claimed by either party in its written presentation. The Final Balance Sheet, the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash as determined by the CPA Firm shall be the Final Balance Sheet, the Final Net Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Benefits Payouts and the Final Closing Cash. The Closing Statement as agreed to (or deemed to be agreed to) by Buyer and Seller or as determined by the CPA Firm, as applicable, shall be referred to as the “Final Closing Statement.” (d) If any unresolved objections are submitted to the CPA Firm for resolution as provided above, the fees and expenses of the CPA Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the relationship the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if Buyer claims that the appropriate adjustments are $1,000 greater than the amount determined by Seller, and if the CPA Firm ultimately resolves such claim by awarding to Buyer $300 of the $1,000 contested, then the fees, costs and expenses of the CPA Firm will be allocated 70% to Buyer and 30% to Seller. (e) Upon the final determination of the Final Closing Statement, (i) if the Purchase Price on the Final Closing Statement is greater than the estimated Purchase Price paid pursuant to Section 2.2(b)(v), then an amount in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and cash equal to such account as may excess shall be specified payable by Seller, an amount equal Buyer to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateSeller in accordance with Section 2.3(g); and (ii) if the Purchase Price on the Final Closing Statement is less than the estimated Purchase Price paid pursuant to Section 2.2(b)(v), then an amount in cash equal to such shortfall shall be payable by Seller to Buyer in accordance with Section 2.3(g). (f) If the event Closing Statement delivered by Buyer shows that the Paid Premium Amount exceeds amount, if any, due to Buyer pursuant to this Section 2.3(e) (such amount, the Updated Premium Amount“Proposed Final Closing Adjustment”) is less than the Adjustment Escrow Funds, then Seller shall pay and Buyer shall, within two (2) Business Days after the delivery of the Closing Statement by Buyer, jointly instruct the Escrow Agent to Purchaserrelease to Seller an amount in cash equal to the excess of the Adjustment Escrow Funds over the Proposed Final Closing Adjustment from the Adjustment Escrow Funds. (g) For purposes of the payment of the items set forth in Section 2.3(e), (i) if Buyer is required to make a payment to Seller pursuant to Section 2.3(e)(i), then Buyer shall, within two (2) Business Days after the Final Closing Statement becomes final and binding in accordance with the terms hereof, make payment to Seller of such amount, in cash, by wire transfer of immediately available funds to an account or accounts designated by Seller in writing and (ii) if Seller is required to make payment to Buyer pursuant to Section 2.3(e)(ii), then Seller and Buyer shall, within two (2) Business Days after the Final Closing Statement becomes final and binding in accordance with the terms hereof, jointly instruct the Escrow Agent to release (A) to Buyer such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus Adjustment Escrow Funds and (yB) to Seller the interest on such difference for balance, if any, of the Interest Period at the Federal Funds RateAdjustment Escrow Funds. (dh) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as Any payments due under this Section 2.3 shall bear interest from the Closing Date to the calculation date of actual payment at a rate equal to the “prime rate” adjusted on a daily basis as published from time to time in The Wall Street Journal. (i) Notwithstanding any of the payments provision set forth in this Section 2.62.3 or elsewhere in this Agreement to the contrary, there is no general agreement among the parties to submit disputes under this Agreement to arbitration, and the CPA Firm will act as an independent expert and not an arbitrator. (j) For the avoidance of doubt, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree calculations to be bound by made pursuant to this Section 2.3 and the determination of such firm purchase price adjustment to be made pursuant to this Section 2.3 are not intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any such matter referred inconsistencies between the Financial Statements or the Accounting Principles, on the one hand, and GAAP, on the other hand, for which Buyer’s rights under the R&W Policy for breaches of representations and warranties contained in this Agreement shall be the sole and exclusive remedy absent Actual Fraud. (k) Buyer’s sole source of payment for any amounts owed or payable under this Section 2.3 will be from the Adjustment Escrow Amount, and, absent Actual Fraud, Buyer will have no Action against Seller with respect to it for settlement. Purchaser or for, and Seller agree will not be liable for or obligated in any manner whatsoever with respect to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred or for, any amounts owed to it by the parties heretoor payable to Buyer pursuant to this Section 2.3.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after Notwithstanding the Closing Dateforegoing provisions of SECTION 2.2, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that Purchase Price is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment AmountNet Asset Value as of September 30, calculated 1998, as eight percent shown on the Closing Net Asset Statement in SCHEDULE 1.1. After the Closing, the Net Asset Value shall be mutually determined by the parties and the Purchase Price shall be adjusted to reflect changes in the Net Asset Value since September 30, 1998 to the Effective Date. If the adjustment is a negative amount, it will be applied equally to the two installments of Sellers Notes, and if it is a positive amount, one-third (8.0%1/3rd) shall be paid to Sellers within five (5) business days of the Updated Deposit Payment Amount agreement to the Closing Net Asset Statement, one-third (1/3rd) on the "Updated Premium Amount")first installment of the Sellers Notes, which Updated Premium Amount shall and the balance on the second installment of the Sellers Notes. The Post-Closing Adjustment will be mutually determined by Buyers and Sellers. The Sellers will prepare a draft of the Closing Net Asset Statement and deliver the same to Buyers not be less later than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following business days after Closing for a month end closing or twenty (20) business days after Closing for a mid-month closing. Unless Buyers notify Sellers in writing within ten (10) business days of receipt of Purchaser's report described such a draft that they do not accept it, then Buyers will be deemed to have accepted the draft. The notice from Sellers accompanying the draft Closing Net Asset Statement shall refer to the ten (10) business day period to approve or reject the draft. If within the ten (10) business days referred to above Buyers notified Sellers in Section 2.6 hereof writing that they do not accept the final draft, then Sellers and Buyers will use their best endeavors to examine such report reach an agreement upon appropriate adjustments to the final draft. If Sellers and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. Buyers are unable to reach an agreement within ten (c10) The Business Day immediately following the conclusion business days of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any service of the payments set forth written notification referred to herein (or such longer time as Sellers and Buyers may agree), any matter in this Section 2.6, the matter dispute shall be referred to the decision of an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and SellerChartered Accountants, and Purchaser and Seller agree to be bound agreed upon between them or, failing such agreement, to be selected by the determination President of the Institute of Chartered Accountants in England and Wales. The decision of such firm with respect Chartered Accountants, whose costs will be paid as they shall decide, shall be binding on Buyers and Sellers. Sellers shall provide such information and explanations relating to any such matter referred to the preparation of the Closing Net Asset Statement and their review of it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoas Buyers may reasonably require.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar As soon as practicable, but in no event later than 60 days after the Closing Date, Purchaser Buyer shall deliver to Seller Member Agent a written report, certified by Purchaser, which report shall set forth consolidated balance sheet of the Deposits assumed by Purchaser that remain with Purchaser Company as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount"“Closing Date Balance Sheet”). Such balance sheet shall be accompanied by a schedule (the “Buyer Adjustment Schedule”) setting forth Buyer’s calculation of (i) the Working Capital Assets and the Working Capital Liabilities, in each case as of the Closing Date (the “Proposed Closing Date Working Capital Amount”), and (ii) the amount by which the Purchase Price should be adjusted Premium (A) upward to the extent that the Proposed Closing Date Working Capital Amount based is greater than the Estimated Closing Date Working Capital Amount, and (B) downward to the extent that the Proposed Closing Date Working Capital Amount is less than the Estimated Closing Date Working Capital Amount (such proposed upward or downward adjustment is hereinafter referred to as the “Proposed Final Adjustment Amount Due”). For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the Updated Deposit Payment Amountupward or downward adjustment, calculated as eight percent (8.0%) if any, to the Purchase Price in respect of the Updated Deposit Payment Proposed Final Adjustment Amount (the "Updated Premium Amount")Due, which Updated Premium Amount shall not be less than $1,250,000apply. (b) Seller shall have a period of ten (10) Business Days following After receipt of Purchaser's report described the Buyer Adjustment Schedule, Member Agent may request, and Buyer will provide to Member Agent and its accountants and other representatives, upon reasonable notice, reasonable access during normal business hours to, or copies of, as Member Agent or such accountants and other representatives shall reasonably request, the information (including the books and records of the Surviving Company), data and work papers used in Section 2.6 hereof connection with the preparation of the Buyer Adjustment Schedule and to examine calculate the Proposed Final Adjustment Amount Due, and will make its and the Surviving Company’s personnel and accountants reasonably available to Member Agent and its accountants and other representatives to discuss any such report information, data or work papers. Without limiting the generality of the foregoing, during the Dispute Period (as defined below), Buyer agrees to make available to Member Agent the services of the Chief Financial Officer and Purchaser Controller of the Company as of the Effective Time (to the extent such persons are employees of the Surviving Company or Buyer during the Dispute Period) as requested by Member Agent to assist Member Agent with its evaluation and review of the Closing Date Balance Sheet and Buyer Adjustment Schedule; provided, however, that neither the Chief Financial Officer nor the Controller shall cooperate be required to devote more than 50% of his working hours each week to assisting Member Agent with Sellerits evaluation and review of the Closing Date Balance Sheet and the Buyer Adjustment Schedule. Buyer agrees that such persons shall not in any way be deemed to have breached any fiduciary duty, its employeesduty of loyalty, representatives or other duty owed to Buyer or the Surviving Company by so assisting Member Agent, and agents in their examination of shall not have any liability to Buyer or the Surviving Company with respect to such reportassistance. (c) Member Agent shall have 30 days from the date that Member Agent receives the deliveries contemplated in Section 1.11(a) (the “Dispute Period”) to notify Buyer, in writing, as to whether Member Agent (i) agrees with the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due (an “Approval Notice”) or (ii) disagrees with such calculations, identifying with reasonable detail the items with which Member Agent disagrees (a “Dispute Notice”). (d) If Member Agent fails to deliver a Dispute Notice to Buyer during the Dispute Period, the Buyer Adjustment Schedule and the Proposed Final Adjustment Amount Due shall be deemed to be final and correct and shall be binding upon each of the parties hereto. (e) If Member Agent delivers a Dispute Notice to Buyer during the Dispute Period, Buyer and Member Agent shall, for a period of 20 days from the date the Dispute Notice is delivered to Buyer (the “Resolution Period”), use their respective good faith efforts to amicably resolve the items in dispute. Any items so resolved by them shall be deemed to be final and correct as so resolved and shall be binding upon each of the parties hereto. (f) If Buyer and Member Agent are unable to resolve all of the items in dispute during the Resolution Period, then either Member Agent or Buyer may refer the items remaining in dispute (the “Remaining Disputes”) to Deloitte & Touche LLP, 2▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Independent Accountants”). Such referral shall be made in writing to the Independent Accountants, copies of which shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with copies of the deliveries contemplated in Section 1.11(a) and the Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the Remaining Disputes. The parties hereto shall also, within ten days of the date the Remaining Disputes are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the Remaining Disputes (copies of which shall concurrently be delivered to the other party hereto). If any party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the Remaining Disputes solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all Remaining Disputes in a written determination to be delivered to each of the parties hereto within 30 days after such matter is referred to them. The decision of the Independent Accountants as to the Remaining Disputes shall be final and binding upon the parties hereto (except to correct manifest clerical or mathematical errors) and shall not be subject to judicial review. The fees and disbursements of the Independent Accountants shall be apportioned between Buyer and the Company based on the total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accountants as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accountants. (g) Within five Business Day immediately Days following the conclusion date on which the Final Adjustment Amount Due is finally determined pursuant to this Agreement (whether through failure of Member Agent to timely deliver a Dispute Notice, agreement of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called parties, or final determination of any Remaining Disputes by the "Settlement Date." On the Settlement Date the following settlements shall be made:Independent Accountants): (i) if the Final Adjustment Amount Due results in an upward adjustment to the event that Purchase Price, (x) Buyer shall deliver to (a) the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, Paying Agent by wire transfer and to such account as may be specified by Sellerof immediately available funds, an amount equal to the product of (xi) the difference obtained Final Adjustment Amount Due multiplied by subtracting (ii) 0.93 for distribution to the Paid Premium Amount from Members in accordance with the Updated Premium Amount plus (yprocedures set forth in Section 1.9(b) and pursuant to the interest on such difference for the number of calendar days from and including allocations set forth in the Closing Date to but excluding Capitalization Schedule and (b) the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, Escrow Agent by wire transfer and to such account as may be specified by Purchaserof immediately available funds, an amount equal to the product of (x) the difference obtained Final Adjustment Amount Due multiplied by subtracting (y) 0.07, which shall be added to the Updated Premium Amount from the Paid Premium Amount plus General Indemnification Escrow, and (y) the interest on such difference parties shall instruct the Escrow Agent to promptly disburse the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement to the Paying Agent for distribution to the Interest Period at Members in accordance with the Federal Funds Rateprocedures set forth in Section 1.9(b). (dii) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as the Final Adjustment Amount Due results in a downward adjustment to the calculation of any of Purchase Price, the payments parties shall instruct the Escrow Agent to promptly disburse from the Post-Closing Adjustment Escrow in accordance with the Escrow Agreement (x) to Buyer, an amount equal to the Final Adjustment Amount Due and (y) to the Paying Agent for distribution to the Members in accordance with the procedures set forth in Section 1.9(b), the remaining amounts (if any) of the Post-Closing Adjustment Escrow. (h) For purposes of this Section 2.61.11, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by following defined terms have the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.following meanings:

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after If the Closing DateFinal Cash Purchase Price as determined pursuant to the provisions of Section 3.04 above exceeds the Initial Cash Purchase Price, Purchaser the amount by which the Final Cash Purchase Price exceeds the Initial Cash Purchase Price shall deliver be paid by the Buyer to Seller a written report, certified the Sellers by Purchaser, which report wire transfer of immediately available funds credited to such accounts as may be designated by the Sellers and Joint Written Instructions shall set forth be delivered by the Deposits assumed by Purchaser that remain with Purchaser as Parties to the Escrow Agent directing the Escrow Agent to pay to the Sellers the full amount of the close Working Capital Escrow Amount, in each case, no later than the end of business the (10) day period beginning on the first day following the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") Net Working Capital and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) amount of the Updated Deposit Payment Amount (Customer Advances have become final and binding upon the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Parties hereto as provided for by Section 3.03 hereof. (ba) If the Final Cash Purchase Price as determined pursuant to Section 3.04 above is less than the Initial Cash Purchase Price, then the amount by which the Initial Cash Purchase Price exceeds the Final Cash Purchase Price (such amount being hereinafter the “Deficit Amount”) will be paid first from the Escrow Amount in an amount not to exceed the Working Capital Escrow Amount and, to the extent that the amount of the Deficit Amount is: (i) less than the Working Capital Escrow Amount, any remaining portion of the Working Capital Escrow Amount shall be released to the Sellers in accordance with the Escrow Agreement; or (ii) exceeds the Working Capital Escrow Amount, the Seller Parties shall have a period be obligated, jointly and severally, to pay such excess to the Buyer in cash or immediately available funds no later than the end of the ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately day period beginning on the first day following the conclusion date that the Closing Net Working Capital and the amount of the tenth (10th) Business Day period set forth in Customer Advances have become final and binding upon the Parties hereto as provided for by Section 2.6 hereof 3.03 hereof. The Parties shall be called provide Joint Written Instructions to the "Settlement Date." On Escrow Agent to effect the Settlement Date distribution of the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Working Capital Escrow Amount from the Updated Premium Escrow Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, as required by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto3.05(b).

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days As soon as practicable after the Closing Financial Statements become available and the procedures contemplated by paragraph (c) below are completed (the "Adjustment Date"): (i) In the event that the Total Merger Consideration exceeds the Initial Merger Consideration, Purchaser ▇▇▇▇▇▇▇▇ shall deliver to Seller the Escrow Agent additional ▇▇▇▇▇▇▇▇ Common and Preferred Stock having a written report, certified by Purchaser, which report shall set forth Value equal to (A) the Deposits assumed by Purchaser that remain with Purchaser as excess of the close of business Total Merger Consideration over the Initial Merger Consideration, plus (B) interest at 8% per annum on the date that is ninety (90) calendar days after excess of the Closing Date (Total Merger Consideration over the "Updated Deposit Payment Amount"Initial Merger Consideration from the Effective Time of the Merger. The composition of the number of ▇▇▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇▇▇ Preferred Shares to be deposited shall be pro rata to the elections of the Shareholders described in Section 2.2(a) and made in the adjusted Premium Amount based Shareholder Agreements. (ii) In the event that the Total Merger Consideration is less than the Initial Merger Consideration, ▇▇▇▇▇▇▇▇ shall have the right to recover first from the Initial Payment Funds and second, in the event the Initial Payment Funds are exhausted, from the Shareholders, pursuant to the Shareholder Agreements, and in accordance with the Shareholders' respective elections and Shares: ▇▇▇▇▇▇▇▇ Common and Preferred Stock and/or cash having a Value equal to (i) the excess of the Initial Merger Consideration over the Total Merger Consideration plus (ii) interest at 8% per annum on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) amount of such excess from the Effective Time of the Updated Deposit Payment Amount (Merger. If a Shareholder's Share of the "Updated Premium Amount")Total Merger Consideration shall be different than such Shareholders' Share of the Initial Merger Consideration, which Updated Premium Amount ▇▇▇▇▇▇▇▇ and the Shareholders Representatives shall not jointly give such instructions to the Escrow Agent and the Shareholders, and take such other actions, as shall be less than $1,250,000reasonably necessary in order to cause the deliveries of ▇▇▇▇▇▇▇▇ Preferred and Common Shares and cash in lieu of fractional shares contemplated by this Section 2.4(a) to be made to and/or by the Shareholders in such manner as will result in each Shareholder receiving such Shareholder's Share of the Total Merger Consideration. (b) Seller In lieu of delivering any fractional ▇▇▇▇▇▇▇▇ Common or Preferred Shares pursuant to clause (a) of this Section 2.4, ▇▇▇▇▇▇▇▇ or the Shareholders, as the case may be, shall have deliver an amount of cash determined by multiplying the Value of one ▇▇▇▇▇▇▇▇ Common or Preferred Share, as the case may be, by the fraction of a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such reportshare otherwise deliverable. (c) The Business Day immediately following Shareholders Representatives shall cause, at Chiquita's expense, the conclusion Closing Financial Statements, together with their calculation of the tenth Total Merger Consideration, to be delivered to ▇▇▇▇▇▇▇▇ as soon as practicable, and not later than one week after the Closing. The Shareholders Representatives shall cause, at Chiquita's expense, the Closing Financial Statements to be audited by, and accompanied by the unqualified report thereon of the firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (10thexcept the report relating to the Closing Financial Statements of Midwest may be qualified to the same extent as the report relating to the 1997 Financial Statements of Midwest). Such report shall state that the Closing Financial Statements present fairly, in all material respects, the financial condition of the Companies as of June 30, 1997 and the results of their operations for the period from February 28, 1997 until June 30, 1997 in conformity with GAAP consistently applied (or from August 31, 1996 to June 30, 1997 in the case of Midwest) Business Day period and in accordance with consistently applied accounting policies and methods, and the accounting policies and procedures set forth in Section 2.6 hereof the attached Schedule 4. The report will be accompanied by a separate statement by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP that the Total Merger Consideration has been determined in accordance with the provisions of this Agreement. ▇▇▇▇▇▇▇▇ shall have 30 days after delivery of the Closing Financial Statements to notify the Shareholders Representatives of any disagreement ▇▇▇▇▇▇▇▇ may have with the Shareholders Representatives' calculation of the Total Merger Consideration and/or with any amount in or underlying any of the Closing Financial Statements or the 1997 Financial Statements or the principles or methods for determining such amount (including that such amount was not determined in conformity with GAAP consistently applied). If there is no such disagreement, the Total Merger Consideration shall be called as calculated by the "Settlement Date." On Shareholders Representatives, and the Settlement Date Post- Closing Adjustment shall thereupon be carried out in the following settlements manner provided in Sections 2.4(a) through 2.4(b). If ▇▇▇▇▇▇▇▇ notifies the Shareholders Representatives of its disagreement, ▇▇▇▇▇▇▇▇ and the Shareholders Representatives will endeavor in good faith to resolve the disagreement. If such disagreement shall not have been resolved within 15 days of Chiquita's notice of disagreement, either party shall be made: entitled to submit the disagreement to the independent accounting firm of Price Waterhouse LLP (iChicago office), which shall resolve the disagreement by reporting on, and shall limit its review to, (A) whether, in its opinion, the amounts in the Closing Financial Statements or the 1997 Financial Statements as to which there is disagreement were determined in conformity with GAAP consistently applied and in accordance with consistently applied accounting policies and methods and the accounting policies and procedures set forth in the attached Schedule 4 and, if not, what adjustments would be necessary in order for it to be able to render such an opinion and (B) whether the Total Merger Consideration was determined in accordance with this Agreement and, if not, what adjustments would be necessary in order for it to conclude that it was so determined. The Post-Closing Adjustment shall be completed as soon as practicable thereafter as provided in Sections 2.4(a) through 2.4(b) on the basis of such independent accounting firm's report. Said report shall be final and binding on the parties. The fees and expenses of the independent accounting firm shall be borne equally by ▇▇▇▇▇▇▇▇ and the Shareholders. The portion of said fees and expenses payable by the Shareholders shall be paid initially by ▇▇▇▇▇▇▇▇, subject to the right of ▇▇▇▇▇▇▇▇ to reimbursement for such expenses thereafter: first from the Expenses Funds; second, in the event that the Updated Premium Amount exceeds the Paid Premium AmountExpenses Funds are exhausted, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from Initial Payment Funds; and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) third, in the event that the Paid Premium Amount exceeds the Updated Premium AmountInitial Payment Funds are exhausted, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus Shareholders in accordance with their respective Shareholder's Shares. ▇▇▇▇▇▇▇▇ and the Shareholders Representatives shall give the Escrow Agent such instructions as are necessary to carry out the purpose and intent of this paragraph (y) the interest on such difference for the Interest Period at the Federal Funds Ratec). (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser The Company agrees that remain with Purchaser as of the close Closing, the Net Acquired Assets will not be less than $0, as determined by a calculation of business on the date that is ninety (90) calendar days after Net Acquired Assets as at the Closing Date (the "Updated Deposit Payment Net Acquired Assets Calculation"). Subject to the dispute resolution procedure described in this paragraph, if the Net Acquired Assets are less than $0, the 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 Closing Date and the adjusted Premium Amount based on Company and its independent certified public accountants shall have the Updated Deposit Payment Amount, calculated as eight percent (8.0%) opportunity to review such balance sheet and the books and records of the Updated Deposit Payment Amount Company relating thereto. If the Company does not notify Buyer within 30 days of its receipt of the Net Acquired Assets Calculation that it objects to any item included in such Net Acquired Assets Calculation, then such Net Acquired Assets Calculation shall be deemed to be final for purposes of determining any adjustment pursuant to this Section. If the Company objects to one or more items in such Net Acquired Assets Calculation, it shall specify its objection in writing to Buyer and the parties shall attempt to resolve such differences within 15 days after the Buyer's receipt of the Company's objection. If such objection is not resolved within such 15 day period, an Independent Accounting Firm shall act as arbiter (the "Updated Premium AmountArbiter"), ) to resolve such dispute not later than ninety (90) days after the Closing Date. The determination of the Arbiter shall be final. The fees of the Arbiter shall be shared equally by Buyer and Company. The Company shall promptly remit to Buyer an amount equal to the Shortfall Amount by Wire Transfer. The amount payable described in the immediately preceding sentence shall be accompanied by interest thereon calculated at the prime rate of The Chase Manhattan Bank for the period from the Closing Date to the date on which Updated Premium Amount shall not be less than $1,250,000such payment is made. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Any payment made by the Company pursuant to Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof 1.5 shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account treated as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as adjustment to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoTotal Purchase Consideration.

Post-Closing Adjustment. (ai) Within one hundred five sixty (10560) calendar days after the Closing Date, Purchaser Buyer shall prepare and deliver to Seller the Sellers’ Representative a written report, certified by Purchaserstatement setting forth its calculation of Closing Net Working Capital, which report statement shall set forth contain an internally-prepared balance sheet of the Deposits assumed by Purchaser that remain with Purchaser Company and its Subsidiaries (on a consolidated basis) as of the close of business on the date that is ninety (90) calendar days after the Closing Date and a calculation of Closing Net Working Capital (the "Updated Deposit Payment Amount"“Closing Net Working Capital Statement”) and prepared in accordance with GAAP as used in the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) preparation of the Updated Deposit Payment Amount (Sample Working Capital Statement, as modified by the "Updated Premium Amount")Agreed Accounting Principles, which Updated Premium Amount shall not be less than $1,250,000and in a format substantially similar to the Sample Working Capital Statement. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (cii) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof post-closing adjustment shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding Net Working Capital minus the Settlement Date Estimated Closing Net Working Capital (the "Interest Period") at “Post-Closing Adjustment”). If the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium AmountPost-Closing Adjustment is a positive number, Seller Buyer shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, the Sellers’ Representative (on behalf of the Sellers) an aggregate amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, then Buyer shall be entitled to receive such amount from the Working Capital Escrow Amount in accordance with the Escrow Agreement. To the extent the amount owed to Buyer exceeds the Working Capital Escrow Amount, the Sellers’ Representative shall pay to Buyer (xon behalf of the Sellers) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on amount of such difference for the Interest Period at the Federal Funds Rateexcess. (diii) Resolution The Sellers’ Representative and Buyer hereby agree that, following the final determination that any Post-Closing Adjustment is due and payable pursuant to Section 2.5(b)(ii) to Buyer, on the one hand, or the Sellers’ Representative (on behalf of Disputed Payment Amount. Seller the Sellers), on the other hand, in either case, the parties shall each cooperate with each other and Purchaser agree that if they fail shall use their best efforts to reach agreement take such action as is necessary to promptly provide to the calculation of any Escrow Agent such written direction as is necessary under the terms of the payments set forth in this Escrow Agreement to (A) release such portion of the Working Capital Escrowed Amount as is necessary to satisfy the obligations of the parties pursuant to Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller2.5(b)(ii), and Purchaser and Seller agree to be bound by (B) following such satisfaction of the determination obligations of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretopursuant to Section 2.5(b)(ii), to release the balance of the Working Capital Escrowed Amount, if any, to the Sellers’ Representative (for the benefit of the Sellers) in accordance with the Escrow Agreement.

Post-Closing Adjustment. (ai) Within one hundred five As soon as practicable, but no later than ninety (10590) calendar days after the Closing Date, Purchaser Buyer shall prepare and deliver to Seller a written reportstatement (the “Closing Statement”) setting forth Buyer’s calculation of (A) the ▇▇▇▇▇ Closing Date Cash, certified by Purchaser(B) the ▇▇▇▇▇ Closing Date Indebtedness, which report shall (C) the ▇▇▇▇▇ Net Working Capital Adjustment Amount, (D) the Transaction Expenses and based thereon, Buyer’s calculation of the ▇▇▇▇▇ Final Purchase Price. Buyer’s calculations set forth in the Deposits assumed by Purchaser that remain Closing Statement (the “Proposed Purchase Price Calculations”) shall be delivered with Purchaser as reasonable supporting detail with respect to the calculation of such amounts. (ii) Within forty-five (45) days of receipt of the close Closing Statement, Seller may provide written notice to Buyer disputing all or a part of business the Proposed Purchase Price Calculations only on the basis of (x) mathematical errors in the Proposed Purchase Price Calculations or (y) that the Proposed Purchase Price Calculations were not prepared in accordance with Section 1.3(d) (such notice, a “Purchase Price Dispute Notice”). If Seller does not provide a Purchase Price Dispute Notice to Buyer within such forty-five (45)-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the applicable Closing Statement shall become final and binding on the parties hereto. If a Purchase Price Dispute Notice is provided to Buyer, then Buyer and Seller shall use reasonable efforts to resolve the disputed items during the thirty (30)-day period commencing on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of Buyer’s receipt of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Purchase Price Dispute Notice. (biii) If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then the remaining items in dispute shall have be submitted immediately to the Chicago office of Ernst & Young LLP, or, if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable to Buyer and Seller (in either case, the “Accounting Firm”). The parties agree to instruct the Accounting Firm to render a period determination of ten the applicable dispute within forty-five (1045) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall be initially borne 50% by Seller and 50% by Buyer; provided that such fees shall ultimately be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the disputed items. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm (A) shall be bound by the provisions of this Section 1.3, (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Seller, (C) shall rely solely on the written submissions of the parties and shall not conduct an independent investigation and (D) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the provisions of this Agreement. Such determination of the Accounting Firm will be deemed an award in arbitration and shall be conclusive and binding upon the parties hereto. (iv) The parties agree that they will, and agree to cause their respective independent accountants and their respective Subsidiaries to, cooperate and assist in the calculation of the ▇▇▇▇▇ Final Purchase Price and in the conduct of the review by the Accounting Firm of any proposed calculations of the ▇▇▇▇▇ Final Purchase Price or the components thereof, including the making available, to the extent necessary, of books, records, work papers and personnel. (v) Within five (5) Business Days following receipt of Purchaser's report described in after the date on which the ▇▇▇▇▇ Final Purchase Price is determined pursuant to this Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report.1.3(c): (c1) The Business Day immediately following if the conclusion of ▇▇▇▇▇ Final Purchase Price is greater than the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount▇▇▇▇▇ Estimated Purchase Price, Purchaser Buyer shall pay to Seller or other parties designated by Seller, a cash amount equal to such excess, by wire transfer and of immediately available funds to the Seller Designated Account(s) (or such account other accounts as may be specified by SellerSeller shall designate in writing to Buyer), an or (2) if the ▇▇▇▇▇ Estimated Purchase Price is greater than the ▇▇▇▇▇ Final Purchase Price, Seller or its designees shall pay to Buyer a cash amount equal to such deficiency, by wire transfer of immediately available funds to an account that Buyer designates in writing to Seller; provided, however that to the extent any portion of the amounts payable as reflected on the Closing Statement is not disputed pursuant to a Purchase Price Dispute Notice, such undisputed portion shall be paid by the applicable party within five (x5) Business Days after receipt of the difference obtained Purchase Price Dispute Notice. (vi) Any amount paid pursuant to this Section 1.3(c) shall be (A) increased by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the an amount calculated as interest on such difference for amount, compounded daily, at the number of calendar days Applicable Rate from and including the Closing Date to but excluding and including the Settlement Date date of payment based on a 365-day year, (the "Interest Period"B) at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, made by wire transfer of immediately available funds to an account designated by the receiving party and to such account (C) treated as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as adjustment to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it ▇▇▇▇▇ Final Purchase Price for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretotax reporting purposes.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar As soon as practicable after the Closing, but no later than 60 days after the Closing Date, Purchaser Seller shall deliver determine the actual adjustments to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser Base Purchase Price pursuant to Section 2.02(b) and Section 2.02(c) as of the close Closing Date. Seller and Buyer shall cooperate and provide each other access to their respective books and records (and those of business on the date that is ninety (90Companies) calendar days after as are reasonably requested in connection with the Closing Date matters addressed in this Section 2.06. Seller shall provide Buyer with written notice of such determinations, along with reasonable supporting information (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium AmountSELLER'S POST-CLOSING ESTIMATE"), which Updated Premium Amount shall not be less than $1,250,000. (b) If Buyer objects to any determinations set forth in the Seller's Post-Closing Estimate, then it shall provide Seller shall have a period of ten (10) written notice thereof within 20 Business Days following receipt after receiving the Seller's Post-Closing Estimate. If the Parties are unable to agree on the disputed amounts as of Purchaser's report described in Section 2.6 hereof the Closing Date within 120 days after the Closing Date, the Parties shall refer such dispute to examine such report and Purchaser shall cooperate with an internationally recognized accounting firm that is not the principal accounting firm of either Buyer or Seller, mutually acceptable to Buyer and Seller, which firm shall make a final and binding determination as to all such matters in dispute (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its employees, representatives resolution. Such firm shall not have the power to modify or amend any term or provision of this Agreement. Each Party shall bear and agents in their examination pay one-half of the fees and other costs charged by such reportaccounting firm. (c) The Business Day immediately following If the conclusion of Base Purchase Price adjusted using such actual values (as agreed or determined by the tenth above-referenced accounting firm) (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On FINAL PURCHASE PRICE") is greater than the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium AmountEstimated Purchase Price, Purchaser then Buyer shall pay to SellerSeller within 10 Business Days after such actual values are agreed or determined, by wire transfer and to such account as may be specified by Sellerof immediately available funds, an amount equal to (x) the difference obtained by subtracting between the Paid Premium Amount Final Purchase Price and the Estimated Purchase Price plus interest thereon at the Interest Rate from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from Closing Date through and including the Closing Date to but excluding date of such payment. If the Settlement Date (Final Purchase Price is less than the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium AmountEstimated Purchase Price, then Seller shall pay to PurchaserBuyer within 10 Business Days after such actual values are agreed or determined, by wire transfer and to such account as may be specified by Purchaserof immediately available funds, an amount equal to (x) the difference obtained by subtracting between the Updated Premium Amount Estimated Purchase Price and the Final Purchase Price plus interest thereon at the Interest Rate from the Paid Premium Amount plus (y) Closing Date through and including the interest on date of such difference for payment. In each case, the Interest Period recipient Party shall designate the account to which such payment is to be made at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as least two Business Days prior to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of date such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretopayment is due.

Post-Closing Adjustment. Within sixty (60) days following ----------------------- the Closing, the actual Purchase Price Adjustment as of the Closing Date shall be determined by 4MC and 4MC shall provide to the Shareholders a written notice (the "Post Closing Adjustment Notice") setting forth the (a) Within one hundred five Debt Amount, (105b) calendar days after Working Capital Shortfall, (c) Payoff Differential, (d) Payoff Penalties, (e) Overtime Adjustment, (f) 481 Adjustment, and (g) Medicare Tax, calculated as of the Closing Date, Purchaser together with a letter from PricewaterhouseCoopers LLP ("Coopers") stating that the determination of the Purchase Price Adjustment has been fairly presented in all material respects and consistent with the terms of this Agreement. The Post Closing Adjustment Notice shall deliver to Seller a written report, certified provide reasonable detail supporting the calculations made by Purchaser, which report shall set forth 4MC in determining the Deposits assumed by Purchaser that remain with Purchaser Purchase Price Adjustment as of the close Closing Date and shall be accompanied by a certificate of business on 4MC's chief accounting officer that, in the date that is ninety (90) calendar days opinion of such officer, after examining the books and records of the Company and its Subsidiaries, the Post Closing Adjustment Notice represents fairly the Purchase Price Adjustment in all material respects. In the event the Shareholders dispute 4MC's determination of the Purchase Price Adjustment as of the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof the Post Closing Adjustment Notice, then the parties shall be called negotiate in good faith for thirty (30) days to reach an agreement on the "Settlement Date." On final determination of the Settlement Date Purchase Price Adjustment. If the following settlements parties are unable to reach an agreement within such thirty (30) day period, the parties then shall be made: submit their dispute to binding arbitration with a national accounting firm other than Coopers (i) in or any other accounting firm having a relationship with either party). If the event that the Updated Premium Amount Purchase Price Adjustment as finally determined exceeds the Paid Premium Amountamount calculated pursuant to Section 2.2.3 above, Purchaser then the Shareholders shall pay immediately return to Seller, by wire transfer and to such account as may be specified by Seller, 4MC cash in an amount equal to (x) such excess. If the difference obtained by subtracting Purchase Price Adjustment as finally determined is less than the Paid Premium Amount from amount calculated pursuant to Section 2.2.3 above, then 4MC shall immediately pay in cash to the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, Shareholders an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amountdifference. Seller The parties expressly acknowledge and Purchaser agree that if they fail any amount payable pursuant to reach agreement as this Section 2.2.4 shall not be subject to the calculation provisions of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto13.7.1 below.

Post-Closing Adjustment. (ai) Within one hundred If the Final Closing Date Cash Consideration is greater than the Estimated Closing Date Cash Consideration (any such increase, the “Price Increase”), then (x) within five (1055) calendar days after Business Days from the date on which the Final Closing DateDate Cash Consideration is determined in accordance with Section 2.3(d), Purchaser Buyer shall pay or cause to be paid to Sellers (in accordance with such Seller’s respective Pro Rata Share), by wire transfer of immediately available funds to the account(s) designated in the Payment Spreadsheet, an amount in cash equal to the Price Increase, and (y) SD Seller and Buyer shall deliver a joint written authorization to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on Escrow Agent within five (5) Business Days from the date that is ninety (90) calendar days after on which the Final Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"Cash Consideration is determined in accordance with Section 2.3(d), which Updated Premium Amount shall not be less than $1,250,000instructing the Escrow Agent to release the entire Working Capital Escrow Fund to Sellers (in accordance with each such Seller’s respective Pro Rata Share), by wire transfer of immediately available funds, to the accounts designated in the Payment Spreadsheet. (bii) If the Final Closing Date Cash Consideration is less than the Estimated Closing Date Cash Consideration (such decrease, the “Price Decrease”), then SD Seller and Buyer shall have deliver a period of ten joint written authorization to the Escrow Agent within five (105) Business Days following receipt from the date on which the Final Closing Date Cash Consideration is determined in accordance with Section 2.3(d), instructing the Escrow Agent to release to (A) Buyer, the lesser of Purchaser's report described (I) an amount of cash equal to the Price Decrease from the Working Capital Escrow Fund and (II) all funds then held in Section 2.6 hereof the Working Capital Fund, in each case, by wire transfer of immediately available funds, to examine an account designated in writing by Buyer to the Escrow Agent, and (B) the remaining amount of cash in the Working Capital Escrow Fund, if any after giving effect to clause (A), to Sellers (in accordance with each such report and Purchaser shall cooperate with Seller’s respective Pro Rata Share), its employeesby wire transfer of immediately available funds, representatives and agents to the accounts designated in their examination of such report. (c) The Business Day immediately following the conclusion of Payment Spreadsheet; provided, however, that, subject to the tenth (10th) Business Day period limitations set forth in Section 2.6 hereof 2.3(b), if the Working Capital Escrow Fund is insufficient to cover the absolute value amount of such adjustment, then the remaining amount shall be called promptly (but in any event within five (5) Business Days from the "Settlement Datedate on which the adjustment to the Closing Date Cash Consideration is determined in accordance with this Section 2.3(f)) paid to Buyer directly by Sellers by wire transfer of immediately available funds to an account designated in writing by ▇▇▇▇▇." On (iii) If the Settlement Final Closing Date Cash Consideration is equal to the following settlements Estimated Closing Date Cash Consideration, then no adjustment shall be made: made to the consideration payable hereunder pursuant to this Section 2.3(f), and SD Seller and Buyer shall deliver a joint written authorization to the Escrow Agent within five (i5) Business Days from the date on which the adjustment to the Closing Date Cash Consideration is determined in accordance with this Section 2.3(f), instructing the event that Escrow Agent to release the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay entire Working Capital Escrow Fund to Sellers (in accordance with each such Seller’s respective Pro Rata Share), by wire transfer and of immediately available funds, to the accounts designated in writing by SD Seller to the Escrow Agent at least five (5) Business Days prior to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Ratepayment. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (1) The Final Closing Date Adjusted Book Value, the Final Initial Premium, the Final Transferred Asset Value and the Final Initial Required Balance shall be determined as set forth in this Section 2.05. (2) Within five (5) Business Days of the determination of the Final Closing Date Adjusted Book Value in accordance with this Section 2.05: (a) Within one hundred If the Final Closing Date Adjusted Book Value is greater than the Interim Closing Date Adjusted Book Value, the Buyer shall pay to the Seller or its designee an amount equal to such excess; and (b) If the Interim Closing Date Adjusted Book Value is greater than the Final Closing Date Adjusted Book Value, the Seller shall pay to the Buyer or its designee an amount equal to such excess. (3) On the date on which the payments set forth in Section 2.05(b) are made: (a) If the Final Initial Premium exceeds the Interim Initial Premium, the Seller shall cause ELIC to, within five (1055) calendar Business Days of the determination of the Final Initial Premium in accordance with this Section 2.05, pay to the Company or its designee an amount equal to such excess; (b) If the Interim Initial Premium exceeds the Final Initial Premium, the Buyer shall cause the Company to, within five (5) Business Days of the determination of the Final Initial Premium in accordance with this Section 2.05, pay to ELIC or its designee an amount equal to such excess; (c) If the aggregate Final Transferred Asset Value exceeds the aggregate Interim Transferred Asset Value, the Buyer shall cause the Company to, within five (5) Business Days of the determination of the Final Transferred Asset Value in accordance with this Section 2.05, pay to ELIC or its designee an amount equal to such excess; and (d) If the aggregate Interim Transferred Asset Value exceeds the aggregate Final Transferred Asset Value, the Seller shall cause ELIC to, within five (5) Business Days of the determination of the Final Transferred Asset Value in accordance with this Section 2.05, pay to the Company or its designee an amount equal to such excess. For the avoidance of doubt, the aggregate payments (if any) required by (x) the Company, pursuant to Section 2.05(c)(ii) and/or Section 2.05(c)(iii), on the one hand and (y) ELIC, pursuant to Section 2.05(c)(i) and/or Section 2.05(c)(iv), on the other hand, may be net settled against one another. (4) Any payment required to be made by any Person pursuant to this Section 2.05 shall incur interest at the Interest Rate, for the period from and including the Interim True-Up Date to but not including the date such payment is made, and will be made in cash and/or Eligible Assets valued at Fair Market Value as of the date of payment as estimated in good faith by the Payor, and reasonably acceptable to the Payee. For purposes of making any payment hereunder, the Payor shall estimate in good faith the Fair Market Value of any Eligible Assets to be transferred in connection therewith and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule K to the Reinsurance Agreement, and (x) if the Fair Market Value of any such Eligible Assets is greater than the estimate made by the Payor, the Payee shall, and (y) if the Fair Market Value of any such Eligible Assets is less than the estimate made by the Payor, the Payor shall, make any subsequent payments that may be required to address such difference in a reasonably prompt manner. (5) No later than ninety (90) days after the Closing Date, Purchaser the Buyer shall deliver to the Seller a written report, certified by Purchaser, which report shall set statement (the “Subject Closing Statement”) setting forth (i) a balance sheet of the Deposits assumed by Purchaser that remain with Purchaser Company as of the close Closing Date prepared in accordance with the Agreed Accounting Principles and showing the Buyer’s calculation of the Closing Date Adjusted Book Value, (ii) the Buyer’s calculation of the Initial Premium, (iii) the Buyer’s calculation of the Transferred Asset Value and (iv) the Buyer’s calculation of the Initial Required Balance. The Subject Closing Statement will be prepared as of the Effective Time, in good faith in accordance with the Agreed Accounting Principles and the Milliman CTE Model and Calculation Methodologies and will be in the same format as the Estimated Closing Statement. In connection with the Buyer’s preparation of the Subject Closing Statement, the Seller shall provide the Buyer and its Representatives with such access to the employees and Representatives (including Milliman) of the Seller and its Affiliates and to such documentation, records and other information of the Seller or any of its Affiliates as the Buyer or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business on of the date Seller or its Affiliates; provided, further, that is ninety the independent accountants and actuaries of the Seller will not be obligated to make any work papers available to the Buyer, unless and until the Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. (906) calendar The Seller shall have thirty (30) days after the date on which the Subject Closing Date Statement is delivered to it to review the Subject Closing Statement and the calculations set forth therein (the "Updated Deposit Payment Amount"“Review Period”). In furtherance of such review, the Buyer shall provide the Seller and its Representatives with such access to the employees and Representatives of the Buyer and to such documentation, records and other information of the Buyer that the Seller or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of the Buyer or its Affiliates; provided, further, that the independent accountants and actuaries of the Buyer will not be obligated to make any work papers available to the Seller, unless and until the Seller has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. (a) If the Seller disagrees with the Subject Closing Statement (including any amount or computation set forth therein), the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Buyer setting forth, in reasonable detail, each disputed item or amount and the adjusted Premium Amount based on basis for the Updated Deposit Payment AmountSeller’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, calculated with respect to each disputed item or amount, the Seller’s position as eight percent (8.0%) to the correct amount or computation that should have been included in the Subject Closing Statement. The Parties will pay any undisputed amount upon receipt of the Updated Deposit Payment Amount (Subject Closing Statement in accordance with the "Updated Premium Amount"requirements set forth in Section 2.05(b), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller If no Dispute Notice is received by the Buyer with respect to any matter in the Subject Closing Statement on or prior to the last day of the Review Period, the amount or computation with respect to such matters as set forth in the Subject Closing Statement shall have be deemed accepted by the Seller, whereupon the amount or computation of such matter or matters shall be final and binding on the Parties. (c) For a period of thirty (30) days (the “Resolution Period”) beginning on the date that the Buyer receives a Dispute Notice, if any, the Buyer and the Seller shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the Parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such Resolution Period, the Buyer and the Seller shall, within thirty (30) days of the expiration of the Resolution Period, jointly engage (A) an accounting firm of national reputation as mutually agreed by the Parties (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the ▇▇▇▇▇▇▇▇ ▇▇ VA CTE70 Amount, the Milliman Reinsurance CTE61.1 Amount or the Initial Premium, or (B) with respect to the calculation of the ▇▇▇▇▇▇▇▇ ▇▇ VA CTE70 Amount, the Milliman Reinsurance CTE61.1 Amount or the Initial Premium, an actuarial firm of national reputation, as mutually agreed by the Parties (the “Independent Actuary”); provided, that if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 14.10. (d) The Seller and the Buyer will direct the Independent Accounting Firm or the Independent Actuary, as applicable, to render a determination within thirty (30) days after its retention, and the Seller and the Buyer and their respective employees and Representatives will cooperate with the Independent Accounting Firm and the Independent Actuary, as applicable, during its engagement. The Seller, on the one hand, and the Buyer, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s or the Independent Actuary’s engagement, as applicable, each submit to the Independent Accounting Firm or Independent Actuary their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other Party. Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other Party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm or Independent Actuary, as applicable (with a copy thereof to the other Party), within five (5) Business Days following receipt after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm or Independent Actuary, as applicable. The Independent Accounting Firm or Independent Actuary, as applicable, shall thereafter be permitted to request additional or clarifying information from the Parties, and each of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser the Parties shall cooperate and shall cause their Representatives to cooperate with Sellersuch requests of the Independent Accounting Firm or Independent Actuary, its employeesas applicable. The Independent Accounting Firm or Independent Actuary, representatives as applicable, shall determine, based solely on the materials so presented by the Parties and agents upon information received in their examination of response to such reportrequests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to the Seller and the Buyer (each, an “Adjustment Report”) in which the Independent Accounting Firm or Independent Actuary, as applicable, shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Subject Closing Statement solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate Closing Date Adjusted Book Value, Initial Premium, Transferred Asset Value and the Initial Required Balance on that basis. (ce) The Business Day immediately following Adjustment Report shall set forth, in reasonable detail, the conclusion Independent Accounting Firm’s or Independent Actuary’s, as applicable, determination with respect to each of the tenth disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Subject Closing Statement, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm and the Independent Actuary (10thA) Business Day period shall be bound to the principles of this Section 2.05 and the terms of this Agreement, including whether the Subject Closing Statement was prepared in accordance with the Milliman CTE Model and Calculation Methodologies, as applicable, (B) shall limit its review to matters specifically set forth in Section 2.6 hereof the Dispute Notice and (C) shall not assign a value to any matter higher than the highest value for such matter claimed by either Party or less than the lowest value for such matter claimed by either Party. (f) All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be called paid by the "Settlement Date." On Party (that is, the Settlement Date Seller or the following settlements Buyer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. Each Adjustment Report, absent fraud or manifest error, shall be made:expert determinations under New York law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accounting Firm or the Independent Actuary, including enforcement of such final determinations, shall be resolved in accordance with Section 14.10. (i7) in The final form of the event that Subject Closing Statement as finally determined pursuant to this Section 2.05 is referred to herein as the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including “Final Closing Statement,” the Closing Date Adjusted Book Value calculated therefrom is referred to but excluding as the Settlement “Final Closing Date (Adjusted Book Value,” the "Interest Period") at Initial Premium calculated therefrom is referred to as the Federal Funds Rate; and“Final Initial Premium,” the Transferred Asset Value calculated therefrom is referred to as the “Final Transferred Asset Value” and the Initial Required Balance calculated therefrom is referred to as the “Final Initial Required Balance.” (ii8) Upon the final determination of the Final Initial Required Balance, the Parties agree to promptly make any necessary adjustments under Section 5.8(e) in of the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as Reinsurance Agreement to the calculation of extent not reflected in any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoprior adjustments.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar two business days after a final ----------------------- resolution by the BFAF of such disagreements as may arise out of the review of the Closing Balance Sheet in accordance with Section 1.2(b) above, and an appropriate adjustment to the Closing Balance Sheet and the calculations of the Closing Borrowed Money Debt and Closing Net Working Capital to reflect such resolution, or, if Section 1.2(b)(i)(A) or the first sentence of Section 1 .2(b)(ii) applies, two business days after delivery of, or expiration of the period for delivering, the Closing Balance Sheet Notice (as applicable), the actual cash portion of the Purchase Price will be determined. If the Closing Borrowed Money Debt is less than $11,515,130.17, the difference and interest thereon will be due and payable to the Existing Shareholders by HDA; however, to the extent the Closing Borrowed Money Debt is more than $11,515,130.17, the excess and interest thereon will be due and payable to HDA by the Existing Shareholders. If the Closing Net Working Capital is less than $15,300,000, the difference and interest thereon will be due and payable to HDA by the Existing Shareholders; however, to the extent the Closing Net Working Capital is more than $15,700,000, the excess and interest thereon will be due and payable to the Existing Shareholders by HDA. The net effect of any adjustments to the Estimated Cash Purchase Price pursuant to the preceding two sentences shall be promptly paid to the Existing Shareholders by HDA, or to HDA by the Existing Shareholders (as the case may be). Any amounts payable pursuant to this paragraph shall bear interest from the Closing Date through the date of payment at an annual rate equal to LIBOR as reported in The Wall Street Journal on the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (ai) Within one hundred five (105) calendar days after If the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that Net Adjustment Amount is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller 0.00, then the Closing Merger Consideration shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination be adjusted downward by the amount of such report. (c) The Business Day immediately following difference, and Acquiror and the conclusion Member Representative shall deliver joint written notice to the Escrow Agent to release to Acquiror first from the Purchase Price Escrow Fund and, if the Purchase Price Escrow Fund is insufficient to satisfy payment of such difference, from the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by SellerIndemnity Escrow Fund, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; andNet Adjustment Amount. (ii) in If the event that Net Adjustment Amount is greater than $0.00, then (A) the Paid Premium Amount exceeds Closing Merger Consideration shall be adjusted upward by the Updated Premium Amount, Seller amount of such excess and Acquiror shall pay to Purchaserthe Paying Agent, on behalf of the Selling Equityholders in proportion to their respective Percentages such excess by bank wire transfer of immediately available funds to the accounts set forth in the Closing Certificate within fifteen (15) Business Days of the determination of the Net Adjustment Amount and (B) pursuant to the Escrow Agreement, Acquiror and the Member Representative shall deliver joint written notice to the Escrow Agent to release the Purchase Price Escrow Fund to the Paying Agent to deliver to the Selling Equityholders in accordance with such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateSelling Equityholders' Percentages. (diii) Resolution of Disputed Payment Amount. Seller If the Net Adjustment Amount is $0.00, then (A) no payment shall be made with respect thereto by any party to this Agreement and Purchaser agree that if they fail to reach agreement as (B) pursuant to the calculation of any of Escrow Agreement. Acquiror and the Member Representative shall deliver joint written notice to the Escrow Agent to release the Purchase Price Escrow Fund to the Paying Agent to deliver to the Selling Equityholders in accordance with such Selling Equityholders' Percentages. (iv) All payments set forth in made pursuant to this Section 2.6, the matter 1.9(c) shall be referred treated as adjustments to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellerthe Closing Merger Consideration for tax purposes, except as otherwise required by applicable Law, and Purchaser and Seller agree to be bound by the determination such agreed treatment shall govern for purposes of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretothis Agreement.

Post-Closing Adjustment. (ai) Within one hundred five Not later then fifteen (10515) calendar days after following the Closing Accounts Receivable Measurement Date, Purchaser TransWestern shall in good faith prepare and deliver to Seller a written report, certified by Purchaser, which report shall statement (the "Net Collections Statement") setting forth the Actual Net Collection Amount. (ii) In the event that Seller disputes TransWestern's calculation of the Actual Net Collection Amount as set forth on the Deposits assumed by Purchaser that remain with Purchaser as Net Collections Statement, or any of the close of business on components thereof, and TransWestern and Seller are unable to resolve any such disputed matters regarding the date that is ninety Net Collections Statement within ten (9010) calendar days after the Closing Date delivery of the Net Collections Statement to Seller, TransWestern and Seller shall refer all remaining disputes concerning the Net Collections Statement to the Independent Accounting Firm. The Parties shall instruct the Independent Accounting Firm to promptly (and in any event within five (5) business days after submission of the disputes to the Independent Accounting Firm) resolve such disputed matters. TransWestern and Seller will make available to the Independent Accounting Firm at reasonable times and upon reasonable notice during the pendency of any dispute under this clause (c) the work papers and back-up materials used in preparing the Net Collections Statement and the books and records of Seller (if any) on which such objection are based and shall have the right to meet with the Independent Accounting Firm during this period and to present their respective positions. The resolution of disputes by the Independent Accounting Firm and its determination of the Actual Net Collection Amount will be set forth in writing and will be conclusive and binding upon the Parties. (iii) The Independent Accounting Firm will determine the allocation of its costs and expenses in determining the Actual Net Collection Amount based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Seller claims the Actual Net Collection Amount is $1,000 greater than the amount determined by TransWestern and its accountants, and TransWestern contests only $500 of the amount claimed by Seller, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ? 500) to TransWestern and 40% (i.e., 200 ? 500) to Seller. (iv) Within two (2) business days following the final determination of the Actual Net Collections Amount pursuant to this Section 2.5, if the Actual Net Collection Amount is less than the Estimated Net Collection Amount (such difference, the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Deficient Collections Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following then the conclusion principal amount of the tenth Seller Note should be reduced automatically (10theffective as of the Closing Date) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) 3 times the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Deficient Collections Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser The Cash Purchase Price shall deliver be subject to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days adjustment after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000specified in this Section 1.3. (b) Seller Within one hundred twenty (120) days following the Closing Date, Buyer, at its option, shall have cause PriceWaterhouseCoopers ("Buyer'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, (i) the value of the assets of the Company shall, except with the prior written consent of Buyer, be calculated as provided in the last paragraph of Section 6.9 and(ii) no effect shall be given to the Contingent Litigation Liability. In the event that Buyer's Accountant determines that the actual Company net worth as of the Closing Date was less than the Certified Closing Net Worth, Buyer shall deliver a period of ten written notice (10the "Financial Adjustment Notice") Business Days following receipt of Purchaser's report described to the Stockholders' Representative, as defined in Section 2.6 hereof 1.6, setting forth (i) the determination made by Buyer's Accountant of the actual Company net worth (the "Actual Company Net Worth"), (ii) the amount of the Cash Purchase Price that would have been payable at Closing pursuant to examine such report Section 1.2(c) had the Actual Company Net Worth been reflected on the Closing Financial Certificate instead of the Certified Closing Net Worth, and Purchaser (iii) the amount by which the Cash Purchase Price would have been reduced at Closing had the Actual Company Net Worth been used in the calculations pursuant to Section 1.2(c) (the "Purchase Price Adjustment"). The Purchase Price Adjustment shall cooperate with Sellertake account of the reduction, its employeesif any, representatives and agents in their examination of such reportto the Cash Purchase Price already taken pursuant to Section 1.2(c)(i). (c) The Business Day immediately following Stockholders' Representative shall have thirty (30) days from the conclusion receipt of the tenth Financial Adjustment Notice to notify Buyer if the Stockholders dispute such Financial Adjustment Notice. If Buyer has not received notice of such a dispute within such thirty (10th30) Business Day period set forth day period, Buyer shall be entitled to receive from the Stockholders (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.1.4)

Post-Closing Adjustment. Within seven (a7) Within one hundred five (105) calendar business days after the Closing Datefinal determination of the Net Adjustment Amount, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall as provided in Section 2.3(c) above: (i) if the Net Working Capital set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after Conclusive Net Working Capital Statement exceeds the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Estimated Net Working Capital Amount, calculated as eight percent (8.0%the Purchasers shall pay an amount equal to the Net Adjustment Amount to Sellers’ Representative by wire transfer of immediately available funds to the account(s) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000designated by Sellers’ Representative. (bii) Seller If the Net Working Capital set forth on the Conclusive Set Working Capital Statement is more negative than the Estimated Net Working Capital Amount, then the Purchasers and Sellers’ Representative shall have provide a period joint written instruction to the Escrow Agent to release a portion of ten (10) Business Days following receipt the Adjustment Escrow Amount equal to the absolute value of Purchaser's report described the Net Adjustment Amount to the Purchasers or their designee, and if the Adjustment Escrow Amount is not sufficient to cover the absolute value of the Net Adjustment Amount in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Sellerfull, its employeesthe Purchasers may thereafter recover any remaining amount in cash directly from the Sellers, representatives and agents or, at the Purchasers election in their examination sole discretion, by a joint written instruction from the Purchasers and Sellers’ Representative to the Escrow Agent to release a portion of the Indemnity Escrow Amount equal to such report. (cshortfall to the Purchasers or as they direct, in any case, by wire transfer of immediately available funds to the account(s) The Business Day immediately following designated by the conclusion of Purchasers. All payments to be made pursuant to this Section 2.3(d) will be made no later than the tenth (10th) Business Day period set forth in business day following the date on which the Purchasers and Sellers’ Representative agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement. In addition, any payment made pursuant to this Section 2.6 hereof 2.3(d) shall be called deemed to be, and each of Sellers’ Representative and the "Settlement Date." On the Settlement Date the following settlements Purchasers shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to treat such account as may be specified by Sellerpayments as, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as adjustment to the calculation of any of the payments set forth in this Section 2.6Initial Purchase Price for federal, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser state, local and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoforeign income tax purposes.

Post-Closing Adjustment. The parties have determined the value of the Finished Goods Inventory and the Work In Process Inventory as of December 30, 2000 to be as set forth in Section 3.1(a) with respect to Finished Goods Inventory and Section 3.1(b) with respect to Work In Process Inventory (a) Within one hundred five the "Initial Value"). As soon as reasonably practicable after the Closing, but in no event later than thirty (10530) calendar days after the Closing DateClosing, Purchaser Seller shall deliver to Seller (a) conduct a written report, certified by Purchaser, which report shall set forth physical inventory and determine a tentative value of the Deposits assumed by Purchaser that remain with Purchaser Finished Goods Inventory as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment AmountFinished Goods Inventory Value") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) determine the value of Work In Process Inventory as of the Closing Date ("Work In Process Inventory Value"). Seller shall have a period present such Finished Goods Inventory Value and Work In Process Inventory Value to Buyer in writing (collectively "Tentative Value"). Buyer and its Representatives may observe the physical inventory and review all computations used in preparations of the Tentative Value. If Buyer does not give written notice of dispute thereof to Seller within ten (10) Business Days following days after receipt of Purchaser's report described the Tentative Value and all supporting computations, the Tentative Value shall become the "Final Value." If Buyer notifies Seller of a dispute within the ten (10) day period, Seller and Buyer shall negotiate in good faith to agree upon the Final Value. If Seller and Buyer cannot resolve the dispute within thirty (30) days thereafter, the parties shall submit the matter to Ernst & Young, LLP to be resolved pursuant to Section 2.6 hereof to examine such report 9.17 hereof, except that Ernst & Young, LLP shall administer the arbitration and Purchaser shall cooperate with Selleract as the sole arbitrator, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion which resolution of the tenth (10th) Business Day period set forth in Section 2.6 hereof Final Value shall be called conclusive and binding on the "Settlement Date." On parties. Determination of the Settlement Date the following settlements Final Value shall be made: (i) made in accordance with the event that valuation procedures contained in this Section. If the Updated Premium Amount exceeds Final Value is less than the Paid Premium AmountInitial Value, Purchaser the Purchase Price shall pay to Seller, be reduced by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting between the Paid Premium Amount from Initial Value and the Updated Premium Amount plus (y) the interest on Final Value. If such difference for the number of calendar days from and including the Closing Date adjustment is required with respect to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium AmountFinished Goods Inventory, Seller shall pay to PurchaserBuyer, by check or wire transfer and to such account as may be specified by Purchasertransfer, an the entire adjustment amount equal to within five (x5) days of the difference obtained by subtracting determination of the Updated Premium Amount from the Paid Premium Amount plus Final Value for Finished Goods Inventory or, if applicable, within five (y5) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution days of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation receipt of a determination in resolution of any dispute over the Final Value of Finished Goods Inventory as provided in this Section. If such adjustment is required with respect to Work In Process Inventory, Seller shall pay to Buyer, by check or wire transfer, one-half of the payments adjustment amount within five (5) days of the determination of the Final Value of Work In Process Inventory or, if applicable, within five (5) days of receipt of a determination in resolution of any dispute over the Final Value of Work In Process Inventory as provided in this Section, and the balance to be paid to Seller by Buyer pursuant to Section 3.4(b)(2) below shall be reduced by the other one-half of the adjustment amount. In the event that the determination in resolution of any dispute over the Final Value of Work In Process Inventory occurs after the payment date set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.Section

Post-Closing Adjustment. (a) Within one hundred As promptly as practicable after the Closing, but in any event within seventy-five (10575) calendar days after the Closing Date, Purchaser shall will prepare and deliver to Seller Parent a written reportstatement (the “Post-Closing Statement”) setting forth Purchaser’s calculation of (i) Net Working Capital, certified (ii)(A) the amount (if any) by Purchaserwhich Net Working Capital is greater than Target Net Working Capital (the “Net Working Capital Surplus” or (B) the amount (if any) by which Net Working Capital is less than Target Net Working Capital (the “Net Working Capital Deficiency”) (such amount in subsections (ii)(A) or (ii)(B), the “NWC Adjustment”), (iii)(A) the amount (if any) by which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Indebtedness of the close Acquired Companies at Closing is greater than Estimated Indebtedness or (B) the amount (if any) by which Indebtedness of business the Acquired Companies at Closing is less than Estimated Indebtedness (such amount in subsections (iii)(A) or (iii)(B), the “Indebtedness Adjustment”), (iv)(A) the amount (if any) by which Cash held by the Acquired Companies at Closing is greater than Estimated Cash or (B) the amount (if any) by which Cash held by the Acquired Companies at Closing is less than Estimated Cash (such amount in subsections (iv)(A) or (iv)(B), the “Cash Adjustment”) and (v) based on such calculations, Purchaser’s calculation of any adjustment to the date that is ninety (90) calendar days after Estimated Closing Payment to arrive at the Final Closing Date Payment (the "Updated Deposit Payment Amount"“Post-Closing Adjustment”) and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Purchase Price. (b) Seller Parent may, within thirty (30) days after delivery of the Post-Closing Statement (the “Seller Notice Period”), deliver a notice to Purchaser (i) disagreeing with the calculations in the Post-Closing Statement and setting forth Seller Parent’s calculation of the Net Working Capital, the NWC Adjustment, the Indebtedness Adjustment, the Cash Adjustment, the Purchase Price and any Post-Closing Adjustment or (ii) describing the failure of Purchaser to comply with its obligations under Section 1.3(a) which has resulted in Seller Parent’s inability to determine its agreement or disagreement with the Post-Closing Statement (each such notice in (i) or (ii), a “Notice of Disagreement”). If Seller Parent does not deliver a Notice of Disagreement within the Seller Notice Period, then Seller Parent will be deemed to have agreed to the Post-Closing Statement and the computation of the Purchase Price and Post-Closing Adjustment set forth therein will be final, conclusive and binding on the parties for all purposes hereunder. If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Seller Parent shall be deemed to have a period agreed with all amounts and items contained or reflected in the Post-Closing Statement to the extent such amounts or items are not disputed in the Notice of ten (10) Business Days following receipt Disagreement and all such undisputed amounts will be final, conclusive and binding on the parties for purposes of Purchaser's report described in this Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report1.3. (c) The Business Day immediately If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Purchaser and Seller Parent, during the thirty (30) days following such delivery, will use their commercially reasonable efforts to reach agreement on the conclusion disputed items or amounts in order to determine the final Purchase Price and Post-Closing Adjustment. If the parties so resolve all disputes, the computation of the tenth (10th) Business Day period set forth in Purchase Price and Post-Closing Adjustment agreed upon by the parties will be final, conclusive and binding on the parties for purposes of this Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate1.3. (d) Resolution If Seller Parent delivers a Notice of Disputed Payment Amount. Disagreement within the Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and SellerNotice Period, and Purchaser and Seller agree Parent are unable to reach an agreement on the disputed items or amounts within the thirty (30)-day period described in Section 1.3(c), the parties will engage an independent accountant to be bound agreed upon by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree Parent (the “Independent Accountant”), to share equally the fees review this Agreement and charges of such firm for services rendered by it in resolving the disputed matters referred to items or amounts for the purpose of calculating the final Purchase Price and Post-Closing Adjustment (it being understood that, in making such calculation, the Independent Accountant will function as an expert and not as an arbitrator). In making its calculation of the final Purchase Price and Post-Closing Adjustment, the Independent Accountant (A) will apply the accounting and related standards contemplated by the definitions in this Agreement, including the definitions of “Net Working Capital,” “NWC Adjustment”, “Indebtedness Adjustment” and “Cash Adjustment,” (B) will consider only those items or amounts in the Post-Closing Statement as to which Seller Parent identifies in the Notice of Disagreement and any amounts that are directly impacted thereby and (C) will not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser or Seller Parent or less than the smallest value for such item assigned by Purchaser or Seller Parent. The Independent Accountant will deliver to Purchaser and Seller Parent, as promptly as practicable (but in any event within forty-five (45) days after the date of engagement of the Independent Accountant), a report setting forth its calculation of the final Purchase Price and Post-Closing Adjustment. The Independent Accountant’s calculation of the final Purchase Price and Post-Closing Adjustment will be final, conclusive and binding on the parties heretofor all purposes hereunder. The fees, costs, and expenses of the Independent Accountant’s review and report will be allocated to and borne (i) by Purchaser if the difference between the Final Post-Closing Adjustment and the calculation of the Post-Closing Adjustment set forth in the Post-Closing Statement is greater than the difference between the Final Post-Closing Adjustment and the calculation of the Post-Closing Adjustment set forth in the Notice of Disagreement, (ii) by Seller Parent if the first such difference is less than the second such difference and (iii) otherwise equally by Purchaser and Seller Parent. (e) The Final Closing Payment determined in accordance with Section 1.3(b), (c) and (d) shall be final, conclusive and binding for purposes of this Section 1.3. The Post-Closing Adjustment determined in accordance with Section 1.3(b), (c) and (d) (the “Final Post-Closing Adjustment”) shall be final, conclusive and binding for purposes of this Section 1.3. (f) If the Final Closing Payment is greater than the Estimated Closing Payment, Purchaser will promptly, and in no event later than three (3) Business Days after determination of the Final Closing Payment and the Final Post-Closing Adjustment in accordance with this Section 1.3, pay to Seller Parent (or such Seller Parent Subsidiaries designated by Seller Parent) an amount equal to the Final Post-Closing Adjustment, by wire transfer of immediately available funds to the Seller Accounts. (g) If the Final Closing Payment is less than the Estimated Closing Payment, Seller Parent will promptly, and in no event later than three (3) Business Days after determination of the Final Closing Payment and the Final Post-Closing Adjustment in accordance with this Section 1.3, pay (or cause to be paid) to Purchaser an amount equal to the Final Post-Closing Adjustment, by wire transfer of immediately available funds to an account specified by Purchaser.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be madeAfter Closing: (i) if the Final Adjustment Amount is positive, then, within five Business Days following the determination of the Final Adjustment Amount in accordance with Section 2.06, (A) Parent shall deliver the event that the Updated Premium Amount exceeds the Paid Premium Post-Closing Adjustment Increase Amount, Purchaser shall pay to Seller, by wire transfer of immediately available funds, to an account or accounts designated by the Payments Administrator, for distribution to the Stockholders in accordance with each Stockholder’s Common Pre-Contribution Proportionate Share, and (B) Parent and the Stockholder Representative shall deliver a joint instruction to such the Escrow Agent to distribute the remaining Adjustment Escrow Amount on deposit in the Escrow Account, by wire transfer of immediately available funds, to an account as may be specified or accounts designated by Seller, an amount equal the Payments Administrator for further distribution to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateStockholders in accordance with each Stockholder’s Common Pre-Contribution Proportionate Share; and (ii) if the Final Adjustment Amount is negative, then, within five Business Days following the determination of the Final Adjustment Amount in accordance with Section 2.06, Parent and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent to distribute from any remaining Adjustment Escrow Amount in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, Escrow Account by wire transfer of immediately available funds (A) the Post-Closing Adjustment Decrease Amount to the account or accounts designated by Parent in such instructions and (B) the remaining Adjustment Escrow Amount, if any, on deposit in the Escrow Account following the payment contemplated by clause (A) of this Section 2.05(c)(ii) to an account or accounts designated by the Payments Administrator for further distribution to the Stockholders in accordance with each Stockholder’s Common Pre-Contribution Proportionate Share. If the remaining Adjustment Escrow Amount in the Escrow Account is insufficient to cover the entire Post-Closing Adjustment Decrease Amount payable to Parent pursuant hereto, each Stockholder, on or prior to the same date as the Escrow Agent distributes the remaining Adjustment Escrow Amount in the Escrow Account to Parent, shall pay an amount to Parent equal to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any Stockholder’s Common Pre-Contribution Proportionate Share of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination amount of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretodeficiency.

Post-Closing Adjustment. (a) Within one hundred five Post-Closing Determination. (105i) calendar Promptly, but in no event later than 45 days after the Closing Date, Purchaser the Buyer and its auditors shall prepare and deliver to Seller the Sellers’ Representative a written report, certified by Purchaser, which report shall set forth balance sheet of the Deposits assumed by Purchaser that remain Company calculated in accordance with Purchaser GAAP as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"“Closing Balance Sheet”), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following will reflect the conclusion Buyer’s determination of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement DateNet Working Capital Amount." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in If the event that Sellers’ Representative disagrees with the Paid Premium Buyer’s determination of the Net Working Capital Amount exceeds as reflected on the Updated Premium Closing Balance Sheet, the Sellers’ Representative shall, within 30 days after receipt of the Closing Balance Sheet, deliver a written notice (the “Dispute Notice”) to the Buyer setting forth the Sellers’ calculation of each disputed amount (each an “Item of Dispute”). If the Buyer does not receive the Dispute Notice from the Sellers within 30 days after the Sellers’ receipt of the Closing Balance Sheet, the Closing Balance Sheet, including Buyer’s determination of the Net Working Capital Amount, Seller shall pay to Purchaser, by wire transfer be conclusive and to such account as may be specified by Purchaser, an amount equal to (x) binding upon each of the difference obtained by subtracting Parties hereto. If the Updated Premium Amount Buyer receives the Dispute Notice from the Paid Premium Amount plus Sellers within 30 days after the Sellers’ receipt of the Closing Balance Sheet, the Buyer and the Sellers’ Representative shall use reasonable efforts to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Closing Balance Sheet shall be modified to the extent necessary to reflect such resolution. If any Item of Dispute remains unresolved as of the 20th day after the Buyer’s receipt of the Dispute Notice, the Sellers’ Representative and the Buyer shall jointly retain an independent accounting firm of recognized national standing (ythe “Section 2.05 Accounting Firm”) to resolve such remaining disagreement. If the interest on such difference for Sellers’ Representative and the Interest Period at Buyer are unable to agree upon the Federal Funds Ratechoice of the Section 2.05 Accounting Firm, then the Section 2.05 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers’ Representative). (diii) Resolution of Disputed Payment Amount. Seller The Sellers’ Representative and Purchaser agree the Buyer shall request that if they fail to reach agreement the Section 2.05 Accounting Firm render a determination as to each unresolved Item of Dispute within 30 days after its retention, and the calculation of any of the payments set forth in this Section 2.6Sellers, the matter Buyer and each of their respective agents and representatives shall be referred cooperate fully with the Section 2.05 Accounting Firm so as to an independent firm of certified public accountants of national standing reasonably acceptable enable it to Purchaser make such determination as quickly and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlementaccurately as practicable. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.The Section

Post-Closing Adjustment. (a) After the Closing Date, Seller and Buyer shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in connection with the matters addressed in this Section 2.8. Within one hundred five sixty (10560) calendar days after the Closing Date, Purchaser Buyer shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after determine the Closing Date Net Working Capital and shall provide Seller with written notice of such determination, along with reasonable supporting information and calculations (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium AmountBuyer's Determination"), which Updated Premium Amount shall not be less than $1,250,000. (b) If Seller objects to Buyer's Determination, then it shall provide Buyer written notice thereof within thirty (30) days after receiving Buyer's Determination; provided, that Seller and Buyer shall be deemed to have a period of ten agreed upon all items and amounts that are not disputed by Seller in such written notice. If the Parties are unable to agree on the Closing Date Net Working Capital within thirty (1030) Business Days days following Buyer's receipt of PurchaserSeller's report described objection notice, the Parties shall refer such dispute to a firm of nationally recognized independent public accountants mutually acceptable to Buyer and Seller (the "Independent Accountants"), which firm shall make a final and binding determination as to only those matters in dispute with respect to this Section 2.6 hereof 2.8(b) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to examine such report modify or amend any term or provision of this Agreement. Each Party shall bear and Purchaser pay one-half of the fees and other costs charged by the Independent Accountants with respect to its activities under this Section 2.8(b). If Seller does not object to Buyer's Determination within the time period and in the manner set forth in the first sentence of this Section 2.8(b) or if Seller accepts Buyer's Determination, the Closing Date Net Working Capital as set forth in Buyer's Determination shall cooperate with Seller, its employees, representatives become final and agents in their examination of such reportbinding upon the Parties for all purposes hereunder. (c) The Business Day immediately following If the conclusion of Closing Date Net Working Capital (as agreed between the tenth Parties or as determined by the Independent Accountants) (10ththe "Final Adjustment") is greater than the Adjustment Estimate, then Buyer shall pay Seller, within five (5) Business Day period set forth in Days after all amounts are agreed or determined pursuant to Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller2.8(b), by wire transfer and of immediately available funds to such an account as may be specified designated by Seller, an amount equal to (x) the difference obtained by subtracting between the Paid Premium Amount from Final Adjustment and the Updated Premium Amount plus (y) Adjustment Estimate, and if the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) Final Adjustment is less in the event that the Paid Premium Amount exceeds the Updated Premium AmountAdjustment Estimate, then Seller shall pay Buyer, within five (5) Business Days after all amounts are agreed or determined pursuant to PurchaserSection 2.8(b), by wire transfer and of immediately available funds to such an account as may be specified designated by PurchaserBuyer, an amount equal to (x) the absolute value of the difference obtained by subtracting between the Updated Premium Amount from Final Adjustment and the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateAdjustment Estimate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (a) Within one hundred five ninety (10590) calendar days after the Closing Date, Purchaser Buyer shall prepare and deliver to Seller Parent a written report, certified by Purchaser, which report shall set statement (the “Closing Statement”) setting forth the Deposits assumed by Purchaser that remain with Purchaser as in reasonable detail Buyer’s calculation of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") Working Capital and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) its resulting calculation of the Updated Deposit Payment Amount (Closing Adjustment Amount. The Closing Statement shall be prepared in the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000format of the Form of Closing Statement using the Accounting Principles. (b) If Seller Parent disputes the Closing Statement prepared by Buyer, Seller Parent shall have deliver to Buyer within sixty (60) days after receipt of the Closing Statement a notice setting forth Seller Parent’s calculation of the Closing Date Working Capital and its resulting calculation of the Closing Adjustment Amount (which shall be calculated in accordance with Section 3.3(a)) and describing in detail the basis for the determination of such different amount (such notice, the “Dispute Notice”, and each item in dispute, a “Disputed Item”). Buyer and Seller Parent shall use reasonable efforts to resolve the Disputed Items for a period of ten thirty (1030) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such reportdays after Seller Parent has given the Dispute Notice. (c) The Business Day immediately following the conclusion If Buyer and Seller Parent have not resolved all of the tenth Disputed Items (10thany such unresolved items, the “Unresolved Items”) Business Day within thirty (30) days after Seller Parent has given the Dispute Notice, then, within fifteen (15) days after the expiration of such period, Buyer and Seller Parent shall submit the Unresolved Items to a jointly appointed independent and impartial certified public accountant who is a partner at a neutral nationally recognized accounting firm in the United States that is not the auditor or independent accounting firm of, and is otherwise independent of, the Parties and any of their respective Affiliates (the “Transaction Arbitrator”) for final and binding arbitration. If the Parties are unable to timely appoint a Transaction Arbitrator within fifteen (15) days of the expiration of the thirty (30) day resolution period described above, either Buyer or Seller Parent may request that the American Arbitration Association appoint the Transaction Arbitrator. Buyer and Seller Parent shall each bear the respective fees and costs incurred by it and its respective Affiliates in connection with the matters set forth in this Section 2.6 hereof 3.3(c), except that the fees and disbursements of the Transaction Arbitrator shall be called paid by Buyer or Seller Parent in proportion to those matters submitted to the "Settlement Date." On Transaction Arbitrator that are resolved against Buyer or Seller Parent, as applicable, as such fees and disbursements are allocated by the Settlement Date Transaction Arbitrator pursuant to the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateforegoing. (d) Resolution The Transaction Arbitrator shall review and determine the Unresolved Items, and only the Unresolved Items, in a manner consistent with this Section 3.3(d) and the Accounting Principles. The review and determination shall be based solely on the grounds presented by Buyer and Seller Parent. In no event shall the Transaction Arbitrator’s determination of Disputed Payment Amountan Unresolved Item be for an amount outside the ranges proposed by Buyer and Seller Parent in the Closing Statement and the Dispute Notice, respectively. (e) Within ten (10) days after the appointment of the Transaction Arbitrator, Buyer and Seller Parent shall provide to the Transaction Arbitrator a copy of the Closing Statement and Dispute Notice, and shall each provide to the Transaction Arbitrator, with a copy to the other Party, a written report that states for each Unresolved Item the dollar amount in dispute, a narrative description of how the dollar amount was calculated or derived by such Party, if applicable, and an explanation of the rationale for such Party’s position; provided that each such report shall be consistent with the Closing Statement (in the case of Buyer) and the Dispute Notice (in the case of Seller Parent). Buyer and Seller Parent shall reasonably cooperate with the Transaction Arbitrator and Purchaser shall provide to the Transaction Arbitrator and to each other, upon the request of the Transaction Arbitrator and in each case to the extent required to complete its review of the Unresolved Items, any non-privileged information and documentation, including any accountants’ work papers or internal accounting records, and make reasonably available to the Transaction Arbitrator employees of Buyer, on the one hand, and Seller Parent, on the other hand, in each case that have been involved in the preparation or review of the Closing Statement and Dispute Notice; provided, however, that the independent accountants of Seller Parent or Buyer shall not be obligated to make any working papers available to the Transaction Arbitrator unless and until the Transaction Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Neither Buyer, on the one hand, nor Seller Parent, on the other hand, shall disclose to the Transaction Arbitrator, and the Transaction Arbitrator shall not consider for any purpose, any settlement discussions or settlement offer made by Buyer, on the one hand, or Seller Parent, on the other hand, with respect to any objection under this Section 3.3, unless otherwise agreed in writing by Buyer and Seller Parent. (f) The place of arbitration shall be New York, New York. (g) Buyer and Seller Parent shall use their reasonable best efforts to cause the Transaction Arbitrator to issue its final written award regarding the Unresolved Items within thirty (30) days after such items are submitted for review, and otherwise as soon as practicable. The award shall include a reasonably detailed explanation of the changes, if any, required to be made to the Closing Statement. The award shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1. The award shall be final and binding upon the Parties and may be enforced in any court having jurisdiction; provided, however, that within seven (7) days after transmittal by the Transaction Arbitrator of the award, either Party may request in writing with a copy to the other Party, that the Transaction Arbitrator correct any clerical, typographical or computational errors in the award. The other Party shall have seven (7) days to respond and the Transaction Arbitrator shall dispose of the request within five (5) days after such seven (7) day period, after which the Closing Statement shall be revised. (h) Each Party shall provide promptly to the other Party all non-privileged information and reasonable access to employees as such other Party shall reasonably request to the extent required to complete its review of the Closing Statement or the Dispute Notice, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices, and shall otherwise cooperate in good faith with such other Party to arrive at a final determination of the Closing Statement; provided, however, that the independent accountants of the non-requesting Party shall not be obligated to make any working papers available to the requesting Party unless and until such requesting Party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. (i) The Parties agree that if they fail to reach agreement as to the calculation of any of the payments procedures set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm 3.3 for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such matter disputes, provided that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Transaction Arbitrator. (j) If Buyer and Seller Parent resolve the Disputed Items during the thirty (30) day period referred to it for settlement. Purchaser in Section 3.3(b), the Closing Adjustment Amount agreed to by the Parties shall be deemed to be the “Final Closing Adjustment Amount” and the Closing Statement agreed to by the Parties shall be deemed to be the “Final Closing Statement.” If Buyer and Seller agree Parent do not so resolve the Disputed Items and the Unresolved Items are submitted to share equally the fees and charges of such firm for services rendered by it in resolving Transaction Arbitrator, the disputed matters referred to it Closing Adjustment Amount determined by the parties heretoTransaction Arbitrator pursuant to the terms of this Section 3.3 shall be deemed to be the “Final Closing Adjustment Amount” and the Closing Statement so determined by the Transaction Arbitrator shall be deemed to be the “Final Closing Statement.” If Seller Parent does not timely deliver a Dispute Notice to Buyer, then the Closing Adjustment Amount proposed by Buyer in its Closing Statement shall be deemed to be the “Final Closing Adjustment Amount” and shall be conclusive and binding on the Parties, absent fraud or manifest error. (k) If the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount, then Seller Parent shall pay to Buyer an amount equal to the difference between the Estimated Closing Adjustment Amount and the Final Closing Adjustment Amount. If the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount, then Buyer shall pay to Seller Parent an amount equal to the difference between the Final Closing Adjustment Amount and the Estimated Closing Adjustment Amount. If the Final Closing Adjustment Amount is equal to the Estimated Closing Adjustment Amount, then no payment shall be due under this Section 3.3(k). Any amounts due pursuant to this Section 3.3(k) shall be paid promptly by the relevant party (and in any event within five (5) Business Days) after the final determination thereof in cash in U.S. Dollars by wire transfer of immediately available funds to an account designated by Seller Parent or Buyer (as applicable) at least two (2) Business Days in advance.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar 90 days after the Closing Date, Purchaser US Buyer shall prepare and deliver to Seller Parent a written reportstatement setting forth its calculation of the Closing Working Capital, certified by PurchaserClosing Cash, Closing Indebtedness, Transaction Expenses and all amounts owed to or from the LiveArea Companies and any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise (and reasonable supporting documentation related thereto), which report statement shall set forth contain an unaudited balance sheet of the Deposits assumed by Purchaser that remain with Purchaser LiveArea Companies as of the close Closing Date (without giving effect to the transactions contemplated herein) (the “Closing Statement”) and a certificate of business on the date Chief Financial Officer of US Buyer that is ninety the unaudited balance sheet of the LiveArea Companies as of the Closing Date was prepared in accordance with Exhibit A. The post-closing adjustment shall be an amount equal to the sum of the following: (90A) calendar if there was a Working Capital Closing Reduction and Closing Working Capital exceeds Estimated Closing Working Capital, the amount of such excess up to a maximum of the Working Capital Closing Reduction expressed as a positive number, (B) if there was no Working Capital Closing Reduction and Closing Working Capital exceeds Target Working Capital, $0, (C) if there was a Working Capital Closing Reduction and Estimated Closing Working Capital exceeds Closing Working Capital, the amount of such excess expressed as a negative number, (D) if there was no Working Capital Closing Reduction and Target Working Capital exceeds Closing Working Capital, the amount of such excess expressed as a negative number, (E) Closing Cash minus Estimated Closing Cash, (F) Estimated Closing Indebtedness minus Closing Indebtedness,(G) Estimated Transaction Expenses minus Transaction Expenses, (H) all amounts owed to the LiveArea Companies from any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise as of the Closing Date to the extent that the LiveArea Companies received one or more payments of cash for such amounts within 60 days after the Closing Date Date, subject to a cap of $1,000,000 and reduced by (the "Updated Deposit Payment Amount"I) and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight fifty percent (8.050%) to the extent any of such amounts relate to receivables from parties domiciled in India, and (II) fourteen and one-half percent (14.5%) to the Updated Deposit Payment Amount extent any of such amounts relate to receivables from parties domiciled in Bulgaria, expressed as a positive number, and (I) all amounts owed by the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. LiveArea Companies to any Related Party or Sellers or their Affiliates (bexcluding the LiveArea Companies) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report pursuant to the agreements described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c7.02(m) The Business Day immediately following the conclusion or otherwise as of the tenth Closing Date , expressed as a negative number (10th) Business Day period set forth in Section 2.6 hereof shall be called collectively, the "Settlement Date." On “Post-Closing Adjustment”). If the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium AmountPost-Closing Adjustment is a positive number, Purchaser US Buyer shall pay to Seller, by wire transfer and to such account as may be specified by Seller, Sellers (other than RevTech Solutions) an amount equal to the Post-Closing Adjustment as an adjustment to the LA US Purchase Price. If the Post-Closing Adjustment is a negative number, Sellers (xother than RevTech Solutions) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, US Buyer an amount equal to (x) the difference obtained by subtracting absolute value of the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement Post-Closing Adjustment as an adjustment to the calculation of any of the payments set forth LA US Purchase Price (e.g., a ($100,000) Post-Closing Adjustment would result in this Section 2.6, the matter shall be referred a $100,000 payment to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoUS Buyer).

Post-Closing Adjustment. Within thirty (a30) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to provide Seller a written reportwith an accounting statement, certified by Purchaser, which report shall set setting forth the Deposits assumed revenues received and expenses paid by Purchaser that remain with Purchaser as of on and after the close of business on Effective Date; to the date that is ninety extent such revenue and expenses accrue and are attributable to the Subject Property prior to the Effective Date. Within forty-five (9045) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment AmountDate, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have provide Purchaser with a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with SellerPost-Closing Accounting Statement, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set setting forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in revenues received and expenses incurred by Seller on and after the event that Effective Date; to the Updated Premium Amount exceeds extent such revenue and expenses accrue and are attributable to the Paid Premium AmountSubject Property on and after the Effective Date and (ii) revenues received and expenses paid by Purchaser on and after the Effective Date; to the extent such revenue and expenses accrue and are attributable to the Subject Property prior to the Effective Date. Purchaser shall have fifteen (15) days after its receipt of Seller’s Post-Closing Accounting Statement to review Purchaser’s records supporting the Post-Closing Accounting Statement. If revenues received by Seller plus the expenses paid by Purchaser exceed expenses incurred by Seller plus the revenues received by Purchaser, Seller shall pay the difference to Purchaser. If expenses incurred by Seller plus the revenues received by Purchaser exceed revenues received by Seller plus the expenses paid by Purchaser, Purchaser shall pay to SellerSeller the difference. Seller or Purchaser, by wire transfer as the case may be, shall tender to the other party all sums due to the other party within sixty (60) days after the issuance of the Post-Closing Accounting Statement. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment hereinabove provided, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Subject Property (i) for all periods of time from, and subsequent to, the Effective Date, shall be the sole property and entitlement of Purchaser, and to such account as may be specified the extent received by Seller, Seller shall after such receipt, fully disclose, account for and transmit same to Purchaser promptly, and (ii) for all periods of time prior to the Effective Date, shall be the sole property and entitlement of Seller, and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller promptly. Subject to the terms hereof and the indemnities provided for in the Assignment and except to the extent same have already been taken into account as an amount equal adjustment, all costs, expenses, disbursements, obligations and liabilities attributable to the Subject Property (x) for periods of time prior to the difference obtained Effective Date shall be the sole obligation of Seller, and Seller shall promptly pay, or if paid by subtracting the Paid Premium Amount Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from the Updated Premium Amount plus and against same, and (y) for periods of time from, and subsequent to, the interest on such difference Effective Date, regardless of when due or payable, shall be the sole obligation of Purchaser, and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for the number of calendar days and hold Seller harmless from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event against same. The Parties agree that the Paid Premium Amount exceeds Imbalances existing as of the Updated Premium AmountEffective Date shall be determined and cash settled after Closing, in accordance with the applicable gas balancing agreement. Within thirty days after Closing, Seller and Purchaser shall pay make available to Purchasereach other the necessary records to permit the audit of Imbalances, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) in accordance with the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amountapplicable gas balancing agreement. Seller and Purchaser agree shall attempt (in good faith) to resolve in writing any differences that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm may have with respect to any the Imbalances or the audit. If, at the end of one hundred (100) days after Closing, Seller and Purchaser have not reached agreement on such matter referred matters, the matters that remain in dispute shall be submitted to it a neutral accountant (the “Accounting Referee”) for settlementreview and final binding resolution. The Accounting Referee shall be a certified public accountant who is an employee or partner of a recognized independent public accounting firm. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Seller and Purchaser and Seller agree to share equally shall each be responsible for one-half of the fees and charges expenses of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoAccounting Referee.

Post-Closing Adjustment. (ai) Within one hundred five If the Estimated Net Working Capital equals the Final Net Working Capital, then no adjustment shall be made to the Adjusted Purchase Price and no payment shall be made by either Buyer or Sellers’ Representative under this Section 1.3. (105ii) calendar days after If the Closing DateEstimated Net Working Capital is less than the Final Net Working Capital (the amount of such shortfall being referred to herein as the “Underpayment Amount“), Purchaser then the Adjusted Purchase Price shall deliver to Seller a written report, certified be increased by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as amount of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") Underpayment Amount and the adjusted Premium Buyer shall pay to the Sellers’ Representative for further distribution to the Sellers and Optionholders the Underpayment Amount based on by wire transfer of immediately available funds within five business days following the Updated Deposit Payment AmountFinal Determination Date; provided, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount")however, which Updated Premium Amount that Buyer shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof obligated to examine make any such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) payment only in the event that the Updated Premium Underpayment Amount exceeds is less than $100,000 (the Paid Premium “Minimum Adjustment Amount“). If the Underpayment Amount is equal to or greater than the Minimum Adjustment Amount, Purchaser Buyer shall pay be obligated to Seller, by wire transfer and to make such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference payment without reduction for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Minimum Adjustment Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (diii) Resolution If the Estimated Net Working Capital is greater than the Final Net Working Capital (the amount of Disputed Payment such excess being referred to herein as the “Overpayment Amount. Seller “), then the Adjusted Purchase Price shall be decreased by the amount of the Overpayment Amount and Purchaser agree that if they fail the Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent to reach agreement as pay to the calculation of any of Buyer from the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.General Indemnification

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after If the Post-Closing DateAdjustment is a positive amount, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser Buyer shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to the Post-Closing Adjustment to Seller. If the Post-Closing Adjustment is a negative amount, Seller shall repay an amount equal to the absolute value of the Post-Closing Adjustment to Buyer. Any payment due under this Section 3.05 shall be paid by wire transfer of immediately available funds to a bank account designated by Seller or a bank account designated by Buyer, as applicable, within five (5) Business Days after the date on which the Final Closing Statement becomes conclusive and binding on the Parties in accordance with the provisions of Section 3.04, and, if not paid within such period, shall bear interest at the Interest Rate. All computations of interest shall be made in accordance with Section 13.17. Notwithstanding anything herein to the contrary, Buyer and Seller agree that (a) if the estimated amount of Liabilities under the Taiwan Labor Standards Act Retirement Plan and Taiwan Supplementary Pension Plan arising with respect to Active Participants as of the Effective Time (as such amount is mutually agreed in good faith after Closing by Buyer and Seller) (the “Trued-Up Taiwan Pension Amount”) is less than $954,000, either (x) the difference obtained by subtracting amount of the Paid Premium Amount from Post-Closing Adjustment to be paid to Seller shall be increased (if the Updated Premium Amount plus Post-Closing Adjustment is a positive amount) or (y) the interest on such difference for amount of the number of calendar days from and including Post-Closing Adjustment to be paid to Buyer shall be decreased (if the Post-Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium AmountAdjustment is a negative amount), Seller shall pay to Purchaseras applicable, by wire transfer the amount by which the Trued-Up Taiwan Pension Amount is less than $954,000 and to such account as may be specified by Purchaser(b) if the Trued-Up Taiwan Pension Amount is higher than $954,000, an amount equal to either (x) the difference obtained by subtracting amount of the Updated Premium Amount from Post-Closing Adjustment to be paid to Seller shall be decreased (if the Paid Premium Amount plus Post-Closing Adjustment is a positive amount) or (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any amount of the payments set forth in this Section 2.6, the matter Post-Closing Adjustment to be paid to Buyer shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellerincreased (if the Post-Closing Adjustment is a negative amount), and Purchaser and Seller agree to be bound as applicable, by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally amount by which the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoTrued-Up Taiwan Pension Amount is higher than $954,000.

Post-Closing Adjustment. (a) Within one hundred five twenty (10520) calendar days Business Days after the Closing, Seller shall prepare and deliver to Buyer a statement (an "INVENTORY ADJUSTMENT STATEMENT") which reflects the book cost, as reflected on the books of Seller, as maintained by Seller, as of the Closing Date, Purchaser shall deliver of all fuel inventory and supplies, materials and spare parts (other than Capital Spare Parts) inventory included in the Auctioned Assets (the "INVENTORY ADJUSTMENT AMOUNT") and, upon request of Buyer, related accounting material used by Seller to Seller a written reportprepare the Inventory Adjustment Statement. The Inventory Adjustment Amount will be based, certified by Purchaserin respect of fuel, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after actual fuel inventory on the Closing Date and, in respect of supplies, materials and spare parts (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"other than Capital Spare Parts), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of on an inventory survey conducted within ten (10) Business Days following prior to the Closing Date, in each case, consistent with the inventory procedures of Seller in effect as of the date of this Agreement (the "INVENTORY SURVEY"). Seller shall provide reasonable notice to Buyer of the date and time of the Inventory Survey and will permit an employee, or representative, of Buyer to observe the Inventory Survey. The Inventory Adjustment Statement shall be prepared using (i) GAAP, and (ii) the same rolling average unit costs that Seller has historically used to calculate the book cost of the Auctioned Assets' fuel and supplies, materials and spare parts (other than Capital Spare Parts) inventory. Buyer agrees to cooperate with Seller in connection with the preparation of the Inventory Adjustment Statement and related information, and shall provide to Seller such access, books, records and information as may be reasonably requested from time to time. Buyer hereby acknowledges that (i) the book value of the fuel inventory as reflected on the books of Seller does not include any petroleum business taxes and similar excise taxes on sales of petroleum based products imposed by Governmental Authorities and (ii) any such taxes shall be paid by Buyer pursuant to Section 7.6(a) herein. (b) Buyer may dispute the quantity delivered or quality of any inventory item shown on the Inventory Adjustment Statement, or the mathematical calculations reflected therein, by notifying Seller in writing of the disputed amount, and the basis of such dispute, within twenty (20) Business Days of Buyer's receipt of Purchaserthe Inventory Adjustment Statement; provided, however, that in respect of the quality of any inventory item, Buyer may not dispute Seller's normal and customary methods for accounting for excess inventory nor the quality of any item if such item functions for its intended purpose. Buyer shall have no right to dispute any other matter in respect of the Inventory Adjustment Statement, including historical rolling average unit costs used to calculate the book cost of the inventory or the appropriateness, under GAAP or otherwise, of using such historical rolling average unit cost to determine the book cost of any particular item of inventory. In the event of a dispute with respect to the quantity or quality of any inventory item shown on the Inventory Adjustment Statement, or the mathematical calculations reflected therein, Buyer and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Buyer and Seller are unable to reach a resolution of such differences within twenty (20) Business Days of receipt of Buyer's written notice of dispute to Seller, Buyer and Seller shall submit the amounts remaining in dispute for determination and resolution to PricewaterhouseCoopers LLP or any other accounting firm of recognized national standing reasonably acceptable to Seller and Buyer (the "ACCOUNTANTS"), which shall be instructed to determine and report described in Section 2.6 hereof to examine the Parties, within twenty (20) Business Days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and Purchaser conclusive on the Parties with respect to the amounts disputed. The fees and disbursements of the Accountants shall cooperate with Seller, its employees, representatives be allocated between Buyer and agents in their examination Seller so that Buyer's share of such reportfees and disbursements shall be in the same proportion that the aggregate amount of the remaining disputed amounts so submitted by Buyer to the Accountants that is unsuccessfully disputed by Buyer (as finally determined by the Accountants) bears to the total amount of such remaining disputed amounts so submitted by Buyer to the Accountants. (c) The Business Day immediately following If the conclusion of Inventory Adjustment Amount is greater or less than the tenth Estimated Inventory Adjustment Amount, then on the Inventory Adjustment Date (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: as defined below), (i) in to the event extent that the Updated Premium Inventory Adjustment Amount exceeds the Paid Premium Estimated Inventory Adjustment Amount, Purchaser Buyer shall pay to SellerSeller the amount of such excess, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in to the event extent that the Paid Premium Inventory Adjustment Amount exceeds is less than the Updated Premium Estimated Inventory Adjustment Amount, Seller shall pay to PurchaserBuyer the amount of such deficiency. "Inventory Adjustment Date" means (1) if Buyer does not disagree in any respect with the Inventory Adjustment Statement, the twenty-third (23rd) Business Day following Buyer's receipt of the Inventory Adjustment Statement or (2) if Buyer shall disagree in any respect with the Inventory Adjustment Statement, the third Business Day following either the resolution of such disagreement by the Parties or a final determination by the Accountants in accordance with Section 3.2(b). Any amount paid under this Section 3.2(c) shall be paid with interest for the period commencing on the Closing Date through the date of payment, calculated based on a 360-day year at the prime rate of Citibank, N.A. in effect on the Closing Date, and in cash by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred immediately available funds to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and account or accounts designated in writing by Buyer or Seller, and Purchaser and Seller agree to be bound by as the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretocase may be.

Post-Closing Adjustment. (a) Within one hundred five Subsequent to the Closing (105as defined below), Seller shall prepare a balance sheet of the Company at the close of business on the Closing Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") calendar used by the Company for financial reporting to Seller consistently applied. Based on the Closing Balance Sheet, Seller shall calculate (i) the total value of the accounts receivable, cost and related earnings in excess of billings and inventory (which shall not be written down below net realiz▇▇▇▇ ▇▇▇ue) of the Company as of the Closing Date (the "CLOSING VALUE"), which for purposes hereof shall exclude any cash and intercompany accounts and (ii) the post- Closing adjustment, which shall be the difference between the Closing Value and the Adjustment Amount (the "POST-CLOSING ADJUSTMENT"). Upon completion of the same, but not later than thirty (30) days after the Closing Date, Purchaser Seller shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as copy of the close Closing Balance Sheet and the calculations of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") Value and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000Post-Closing Adjustment to Buyer. (b) Seller If the Closing Value exceeds the Adjustment Amount, Buyer shall have owe the Post-Closing Adjustment to Seller. If the Closing Value is less than the Adjustment Amount, the $4,000,000 amount set forth in Section 1.1(b)(iv) above shall be reduced by the Post-Closing Adjustment and, to the extent the Post-Closing Adjustment exceeds $4,000,000, the balance shall be treated as a period payment of ten principal on the Note. If Buyer does not object to the amount of the Post-Closing Adjustment within twenty (1020) days of receipt thereof, (i) Buyer shall pay to Seller, no later than the second Business Days Day after the twentieth day following receipt of Purchaser's report described the Post-Closing Adjustment, an amount in cash equal to the Post-Closing Adjustment owed by Buyer to Seller or (ii) the $4,000,000 amount set forth in Section 2.6 hereof to examine such report and Purchaser 1.1(b)(iv) above shall cooperate with Seller, its employees, representatives and agents in their examination of such reportbe reduced by the Post-Closing Adjustment. (c) The Business Day immediately If Buyer objects to the Post-Closing Adjustment, it shall notify Seller within twenty (20) days following the conclusion of the tenth (10th) Business Day period set receipt thereof, setting forth in Section 2.6 hereof shall be called specific detail the "Settlement Date." On basis for its objection and its proposal for any adjustments to the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer Post-Closing Adjustment. Buyer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail undertake in good faith to reach agreement as to any such proposed adjustment or that no such adjustment is necessary. If agreement is reached as to all proposed further adjustments, the calculation of any parties shall make such adjustments and the Post-Closing Adjustment shall be based thereon. If Buyer and Seller are unable to reach agreement within thirty (30) days, then a Third Party Accounting Firm shall be engaged to review the proposed adjustments as to which agreement has not been reached and shall make a determination as to the resolution of the payments proposed adjustments to cause the Post-Closing Adjustment to have been properly prepared in accordance with the provisions of this Agreement. All such resolutions shall relate only to such matters as are still in dispute and were properly included in the notice of Buyer's objection and represent either agreement with the position taken by Seller or by Buyer or a compromise between such positions. The determination of the Third Party Accounting Firm shall be final, conclusive and binding upon Buyer and Seller. Thereafter, not later than ten (10) days following a determination of adjustments by the Third Party Accounting Firm, either Buyer shall pay to Seller an amount in cash equal to the Post-Closing Adjustment, as determined by the Third Party Accounting Firm, or the $4,000,000 amount set forth in this Section 2.6, the matter 1.1(b)(iv) above shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellerreduced by the Post-Closing Adjustment, and Purchaser as determined by the Third Party Accounting Firm. Buyer and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to shall share equally the fees and charges costs of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoThird Party Accounting Firm under this Section 1.2(c).

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) If the Final Net Working Capital as determined in the event that the Updated Premium Amount accordance with Section 2.3(a)(ii) exceeds the Paid Premium AmountReference Working Capital, Purchaser shall pay to Seller, the Sellers by wire transfer and of immediately available funds to such account as may be specified one or more accounts designated by Seller, an the Sellers the amount equal to (x) by which the difference obtained by subtracting Final Net Working Capital exceeds the Paid Premium Amount from the Updated Premium Amount Reference Working Capital plus (y) the any interest accruing on such difference for amount at the number of calendar days from and including Reference Rate beginning on the Closing Date to but excluding through the Settlement Date (the "Interest Period") at the Federal Funds Rate; anddate of payment. (ii) If the Final Closing Cash as determined in the event that the Paid Premium Amount exceeds the Updated Premium Amountaccordance with Section 2.3(a)(ii) is positive, Seller Purchaser shall pay to Purchaser, the Sellers by wire transfer and of immediately available funds to such account as may be specified one or more accounts designated by Purchaser, an the Sellers the amount equal to (x) by which the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount Final Closing Cash is greater than zero plus (y) the interest accruing on such difference for the Interest Period amount at the Federal Funds RateReference Rate beginning on the Closing Date through the date of payment. (diii) Resolution Any Net Working Capital Shortfall and any Closing Cash Shortfall (together, the “Shortfall”), which amount shall include interest accruing on such funds in the Preliminary Purchase Price Escrow Account (the rate of Disputed Payment Amount. Seller such interest accruals being the “Reference Rate”) beginning on the Closing Date through the date of payment, shall be released to the Purchaser from the Preliminary Purchase Price Escrow Account, and Purchaser agree the remaining amount, if any, in the Purchase Price Escrow Account shall be released to one or more accounts designated by the Sellers; provided, however, that if they fail to reach agreement as to the calculation of any of Shortfall exceeds the payments set forth amount on deposit in this Section 2.6the Preliminary Purchase Price Escrow Account, the matter such excess shall be referred payable by the Sellers. (iv) Any adjustment payment pursuant to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to Section 2.3(b) shall be bound by paid within three Business Days after the determination of such firm the Final Net Working Capital and the Final Closing Cash pursuant to Section 2.3(a)(ii). (v) Any right of the Purchaser to set-off and/or to withhold any adjustment payment pursuant to Section 2.3(b) shall be prohibited unless Purchaser’s respective set-off claim is undisputed or has been confirmed by final court decision. The Preliminary Purchase Price shall be adjusted in accordance with respect the aggregate amount paid (A) to any such matter the Sellers pursuant to Sections 2.3(b)(i) and 2.3(b)(ii), which amount shall increase the Preliminary Purchase Price, or (B) to the Purchaser pursuant to Section 2.3(b)(iii), which amount shall reduce the Preliminary Purchase Price. The Preliminary Purchase Price as so adjusted is referred to it for settlement. Purchaser and Seller agree to share equally herein as the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto“Final Purchase Price”.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar 90 days after the Closing Date, Purchaser Buyer shall prepare and deliver to the Sellers Representative the Closing Balance Sheet and a calculation of the Adjustment Amount and the Cash Consideration based upon such Closing Balance Sheet (the “Final Cash Consideration”). The Sellers Representative and a single firm of independent public accountants designated by the Sellers Representative (the “Sellers’ Accountants”) will be entitled to full access during normal business hours to the relevant records and working papers of Buyer to aid in their review and understanding of the Closing Balance Sheet, Adjustment Amount, and Final Cash Consideration. In addition, if requested by the Sellers Representative, Buyer shall provide Sellers documentation regarding the current payment status of the liabilities set forth on the Closing Balance Sheet. Sellers will be solely responsible for all costs of the Sellers’ Accountants. The Closing Balance Sheet, Adjustment Amount, and Final Cash Consideration shall be deemed to be accepted by and shall be conclusive for the purposes of the adjustment described in this Section 3.4(b) with respect to Sellers unless the Sellers Representative shall have delivered, within 30 days after the date on which such Closing Balance Sheet is received by the Sellers Representative, a written notice to Buyer stating each and every item to which the Sellers Representative takes exception as not being in accordance with GAAP, this Agreement or otherwise being incorrect, specifying in reasonable detail the nature and extent of any such exception. If a change proposed by the Sellers Representative disputed by Buyer, then Buyer and the Sellers Representative shall negotiate in good faith to resolve such dispute. If, after a period of 10 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 LLP, or such other independent public accountants mutually agreed upon (the “Accounting Firm”), shall resolve any remaining disputes. The Accounting Firm shall determine, based on presentations by the Sellers Representative and Sellers’ Accountants and Buyer and its accounting firm, and any independent review Accounting Firm deems necessary to meet its professional obligations, only those issues still in dispute. The Accounting Firm shall deliver to Seller the Sellers Representative and Buyer, within 30 days following the date on which the Sellers Representative gave Buyer notice of an exception (and which exception was subsequently disputed by Buyer and submitted to the Accounting Firm pursuant to this Section 3.4(b)), a written report, certified by Purchaser, which report shall set setting forth the Deposits assumed by Purchaser that remain with Purchaser as its findings. The decision of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof Accounting Firm shall be called the "Settlement Date." On the Settlement Date the following settlements final and binding and shall be made: (i) in accordance with the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number provisions of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution this Agreement. All of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges expenses of such firm for services rendered by it in resolving the disputed matters referred to it Accounting Firm shall be allocated between Buyer, on the one hand, and Sellers, on the other hand, by the parties heretoAccounting Firm based upon the percentage which the portion of the contested amount resolved in favor of Buyer or Sellers, as the case may be, bears to the amount actually disputed by such Parties. For example, if the Sellers Representative contests $1,000 of the Adjustment Amount determined from the Closing Balance Sheet, and if the Accounting Firm ultimately resolves the dispute in favor of Sellers by $600 of the $1,000 amount in dispute, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 600/1,000) to Buyer and 40% (i.e., 400/1,000) to Sellers.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after As soon as the Closing Date, Purchaser shall deliver Auditor's Report has ----------------------- been delivered pursuant to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day immediately following the conclusion of the tenth (10th) Business Day period provisions set forth in Section 2.6 4.1 hereof shall be called and either all disagreements with respect to the "Settlement Date." On Closing Date Net Assets have been resolved directly by Purchaser and Seller or the Settlement Date report of the following settlements shall be made: Arbiter has been issued: (ia) in the event that the Updated Premium Amount exceeds Definitive Closing Date Net Assets shall be less than the Paid Premium AmountInterim Date Net Assets, Purchaser then Seller shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an Purchaser the amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on of such difference for the number of calendar days in cash plus interest thereon from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") date of such payment thereof at the Federal Funds Rateper annum rate equal to the rate announced by Citibank, N.A. in the City of New York as its base rate as in effect on the Closing Date; and or (iib) in the event that the Paid Premium Amount exceeds Definitive Closing Date Net Assets shall be greater than the Updated Premium AmountInterim Date Net Assets, Seller then Purchaser shall pay to Purchaser, by wire transfer and Seller the amount of such difference in cash plus interest thereon from the Closing Date to the date of such account as may be specified by Purchaser, an amount payment thereof at the per annum rate equal to the rate announced by Citibank, N.A. in the City of New York as its base rate as in effect on the Closing Date. Any such cash payment pursuant to this Section 4.2 shall be made within 10 Business Days following the later of (xi) the difference obtained receipt by subtracting the Updated Premium Amount from parties of the Paid Premium Amount plus Audited Closing Date Balance Sheet and (yii) if there shall exist a dispute between the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement parties as to the calculation amount of Closing Date Net Assets, the date of receipt of the Arbiter's report, by bank wire transfer of immediately available funds to an account designated by Purchaser or Seller, as the case may be. The cash payment pursuant to this Section 4.2 (other than the portion of any of the payments set forth in this Section 2.6, the matter such payment made by Purchaser specifically denominated as interest hereunder) shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it treated by the parties heretoas an adjustment to the purchase price of the Assets. The provisions of this Section 4.2 Post Closing Adjustment section, as well as provisions contained in Section 4.1 and Section 5.5, are intended to measure the differences between the Interim Date Balance Sheet and the Closing Date Balance Sheet on a comparable basis. Differences in accounting treatment as identified in Section 4.1(a)(2) between the Interim Date Balance Sheet and the Closing Date Balance Sheet are to be addressed under the Indemnification provisions of Section 12 of this Agreement, and no attempt will be made by either Purchaser or Seller to seek an economic adjustment under both the price adjustment terms of Article IV and the indemnity provisions of Article XII of this Agreement.

Post-Closing Adjustment. (a) Within one hundred five twenty (105120) calendar days after the Closing DateClosing, Purchaser the Parent shall deliver engage KPMG Peat Marwick LLP to Seller audit a written report, certified by Purchaser, which report shall set forth balance sheet prepared in accordance with generally accepted accounting principles ("GAAP") of the Deposits assumed by Purchaser that remain with Purchaser Company as of the close of business 5:00 PM (EST) on the date that is ninety (90) calendar days after day prior to the Closing Date (the "Updated Deposit Payment AmountClosing Date Balance Sheet") ). Such Closing Balance Sheet will utilize the accrual method of accounting notwithstanding the fact that the Company has heretofore utilized the cash-basis method of accounting in connection with its financial statements and taxes. If the aggregate shareholders' equity as shown on the Closing Date Balance Sheet is less than $270,000 (the amount of such shortfall being hereafter known as the "Net Worth Deficiency"), the Stockholders shall, at the sole discretion of the Parent and the adjusted Premium Amount based on Surviving Corporation within thirty (30) days of the Updated Deposit Payment Amountdate of delivery of the Closing Date Balance Sheet, calculated shall pay within five (5) days of the date of determination of the Net Worth Deficiency (subject to the dispute resolution procedure set forth below) (i) 18% of the Net Worth Deficiency to the Parent in cash, by certified check or by wire transfer of immediately available funds, and (ii) 82% of the Net Worth Deficiency in Shares of Parent Common Stock which shall be valued at the "closing sales price" (as eight percent (8.0%defined in SECTION 4(b)(i) of the Updated Deposit Payment Amount (Escrow Agreement attached hereto as EXHIBIT 1.6) for the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (c) The Business Day business day period immediately following preceding the conclusion of date the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to parties reach agreement as to any Net Worth Deficiency. The Parent shall have the calculation option, at its sole discretion and notwithstanding any language to the contrary in the Escrow Agreement, to receive the shares of any Parent Stock necessary to satisfy 82% of the payments set forth Net Worth Deficiency from the Stockholders directly (i.e. not from the "Escrow Shares") or from the Escrow Shares. Notwithstanding anything in this Section 2.6SECTION 2 to the contrary, if there is any Net Worth Deficiency and the Stockholders dispute any item contained on the Closing Date Balance Sheet, the matter Stockholders shall notify the Parent in writing of each disputed item (collectively, the "Disputed Amounts"), and specify the amount thereof in dispute within thirty (30) business days after the delivery of the Closing Date Balance Sheet. If the Parent and the Stockholders cannot resolve any such dispute which would eliminate or reduce the amount of the Net Worth Deficiency, then such dispute shall be referred to resolved by an independent nationally recognized accounting firm of certified public accountants of national standing which is reasonably acceptable to Purchaser the Parent and Sellerthe Stockholders (the "Independent Accounting Firm"). The determination of the Independent Accounting Firm shall be made as promptly as practical and shall be final and binding on the parties, absent manifest error which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm shall be allocated between the Parent and Purchaser and Seller agree the Stockholders so that the Stockholders' aggregate share of such costs shall bear the same proportion to be bound the total costs that the Disputed Amounts unsuccessfully contested by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it Stockholders (as finally determined by the parties heretoIndependent Accounting Firm) bear to the total of the Disputed Amounts so submitted to the Independent Accounting Firm.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close of business on the date that is No later than ninety (90) calendar days after from the date of Closing Date (the "Updated Deposit Payment AmountAdjustment Date"), the Purchaser will calculate the Tax Adjustment Amount and the Working Capital Amount utilizing the exact methodology set forth in Schedules 3(ii) and 3(iii). Prior to the adjusted Premium Amount based on Adjustment Date the Updated Deposit Payment Amount, calculated as eight percent (8.0%) Purchaser will provide Seller and Stockholder a detailed accounting of such calculations and the calculation of the Updated Deposit Payment Acquisition Consideration utilizing the newly calculated Tax Adjustment Amount and Working Capital Amount (the "Updated Premium Revised Acquisition Consideration Amount"), which Updated Premium . In the event the Revised Acquisition Consideration Amount shall exceed the Acquisition Consideration paid at Closing, the Purchaser shall cause the Sub to pay such differential to the Seller in cash within fifteen (15) days of the Adjustment Date, provided Seller has not be objected to such calculation. In the event the Revised Acquisition Consideration Amount is less than $1,250,000. the Acquisition Consideration paid at Closing , the Seller and/or Stockholder shall cause such differential to be paid to the Sub within fifteen (b15) days of the Adjustment Date, provided Seller has not objected to such calculation. In the event Seller objects to the calculation of the Revised Acquisition Consideration Amount, Seller shall have a period of so advise Purchaser in writing not later than ten (10) Business Days days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report the Adjustment Date. The Seller and Purchaser shall cooperate with Seller, its employees, representatives in good faith attempt to resolve any dispute. If the Seller and agents in their examination of Purchaser are unable to resolve such report. dispute within thirty (c30) The Business Day immediately following the conclusion days of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall Adjustment Date, then the dispute will be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, finally and conclusively determined by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number independent accounting firm of calendar days from and including the Closing Date to but excluding the Settlement Date recognized national standing (the "Interest PeriodConsideration Arbiter") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, selected by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, which firm shall not be the regular accounting firm of either Purchaser or Seller. Promptly, but not later than thirty (30) days after acceptance of appointment hereunder, the Consideration Arbiter will determine the calculations of the Revised Acquisition Consideration Amount pursuant to the applicable Schedules, which determination shall be in writing and conclusive and binding upon the parties and not subject to further review, dispute or appeal. Any adjustment payable pursuant to this provision shall be paid by the applicable party within ten (10) days of delivery of the Consideration Arbiter's determination. The Seller and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to shall share equally evenly the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoConsideration Arbiter.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days after If the Final Closing Consideration is greater than the Closing DateConsideration, Purchaser (i) the Buyer shall promptly (but in any event within five Business Days following the final determination of the Final Closing Consideration) pay to the Paying Agent (for distribution to applicable Seller Parties in accordance with the Payment Schedule) the lesser of (A) the amount of such difference and (B) an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Buyer and (ii) the Unitholder Representative and the Buyer shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to the Paying Agent the funds in the Adjustment Escrow Account. The Paying Agent shall thereafter promptly distribute to each Seller a written report, certified by Purchaser, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as Party its applicable portion of the close of business on amounts paid to the date that is ninety (90Paying Agent in accordance with this Section 1.06(a) calendar days after in accordance with the Closing Date (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000. Schedule. (b) Seller If the Final Closing Consideration is equal to or less than the Closing Consideration, the Buyer and the Unitholder Representative (on behalf of the Securityholders and the Blocker Sellers) shall have promptly (but in any event within five Business Days) deliver a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof joint written instruction to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination the Escrow Agent to pay to the Buyer the absolute value of such report. difference, if any (c) the “Shortfall Amount”), by wire transfer of immediately available funds to one or more accounts designated by the Buyer to the Escrow Agent. The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof Shortfall Amount shall be called paid solely from the "Settlement Date." On funds available in the Settlement Date the following settlements shall be made: (i) in Adjustment Escrow Account. In the event that the Updated Premium funds available in the Adjustment Escrow Account are in excess of the Shortfall Amount exceeds (such excess, the Paid Premium “Escrow Excess Amount”), the Unitholder Representative and the Buyer shall simultaneously with the delivery of the instructions described in the first sentence of this Section 1.06(b), deliver joint written instructions to the Escrow Agent to pay to the Paying Agent the Escrow Excess Amount, Purchaser and the Paying Agent shall pay promptly distribute to Seller, by wire transfer each Seller Party its applicable portion thereof in accordance with the Payment Schedule. The Seller Parties and the Unitholder Representative shall not have any liability for any amounts due pursuant to such account as may be specified by Seller, an amount equal Section 1.05 or this Section 1.06 except to (x) the difference obtained by subtracting extent of the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) funds available in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateAdjustment Escrow Account. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto.

Post-Closing Adjustment. (ai) Within one hundred five (105) calendar 90 days after the Closing Date, Purchaser Buyer shall prepare and deliver to Seller the Sellers’ Representative a written report, certified by Purchaserstatement setting forth its calculation of Closing Working Capital, which report statement shall set forth contain an audited balance sheet of the Deposits assumed by Purchaser that remain with Purchaser Company as of the close of business on the date that is ninety (90) calendar days after the Closing Date (without giving effect to the "Updated Deposit Payment Amount"transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate executed by an executive officer of Buyer (solely in his or her capacity of such) that the adjusted Premium Amount based on Closing Working Capital Statement was prepared in accordance with accounting principles consistent with those applied in the Updated Deposit Payment Amount, calculated as eight percent (8.0%) preparation of the Updated Deposit Payment Amount (the "Updated Premium Amount")Letter of Understanding dated November 3, which Updated Premium Amount shall not be less than $1,250,0002016. (b) Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such report. (cii) The Business Day immediately following the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof post-closing adjustment shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (x) the difference obtained by subtracting “Post-Closing Adjustment”). The Escrow Agreement shall provide that if the Paid Premium Amount Post-Closing Adjustment is a negative number then the Escrow Agent shall promptly, but in any event on or prior to the 5th Business Day following the receipt of written instructions to the Escrow Agent from the Updated Premium Amount plus (y) Buyer, release the interest on amount of such difference for Post-Closing Adjustment from the number escrow account to the Buyer in immediately available funds and the remaining Escrow Amount, if any, shall be reduced by the amount of calendar days from and including the such Post-Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateAdjustment; and (ii) provided, however, that any such Post-Closing Adjustment may, in the event that Buyer’s sole discretion, be set off against any Earnout Amounts earned pursuant to Section 2.08. If the Paid Premium Amount exceeds Post-Closing Adjustment is a positive amount (any such positive amount, the Updated Premium Amount“Working Capital Surplus”), Seller then the Buyer shall pay directly to Purchaser, by wire transfer and to such account as may be specified by Purchaser, each Seller an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any Seller’s Pro Rata Share of the payments set forth in this Section 2.6, Working Capital Surplus (the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties hereto“Sellers’ Working Capital Payment”).

Post-Closing Adjustment. (a) Within one hundred five thirty (10530) calendar days after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth statement of the Deposits assumed by Purchaser that remain amount of cash and cash equivalents of the Company and its Subsidiaries (on a consolidated basis in accordance with Purchaser GAAP) as of the close Closing (the “Closing Cash Amount”). If Seller fails to raise any objections to the Closing Cash Amount on such statement within 10 days of business receipt thereof, the Closing Cash Amount shall thereinafter be deemed to be the Final Closing Cash Amount. If Seller does raise any such objection, the Parties shall negotiate in good faith to resolve any disagreements with respect to the Closing Cash Amount and shall agree on the date that is ninety Final Closing Cash Amount. During such ten (9010) calendar days after day period, Purchaser shall provide Seller with access to the Closing Date (books and records of the "Updated Deposit Payment Amount") Company and the adjusted Premium Amount based Subsidiaries relating to the cash and cash equivalents held by the Company and the Subsidiaries as of the Closing. If the Parties are unable to agree on the Updated Deposit Payment AmountFinal Closing Cash Amount for a period of more than thirty (30) days from Seller’s notice of objection, calculated as eight percent (8.0%) the Parties will refer such disagreement to a mutually acceptable accounting firm for a final and binding determination of the Updated Deposit Payment Amount (the "Updated Premium Final Closing Cash Amount"), which Updated Premium Amount shall not be less than $1,250,000. (b) In the event that the Final Closing Cash Amount exceeds, by more than Ten Thousand Dollars ($10,000.00), the Estimated Closing Cash Amount, Purchaser shall promptly pay all of such excess to Seller. In the event that the Final Closing Cash Amount is more than Ten Thousand Dollars ($10,000.00) less than the Estimated Working Capital Amount, Seller shall have a period of ten (10) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination promptly pay all of such reportdeficit to Purchaser. (c) The Business Day immediately following In the conclusion of the tenth (10th) Business Day period set forth in Section 2.6 hereof shall be called the "Settlement Date." On the Settlement Date the following settlements shall be made: event that (i) in the event that the Updated Premium Final Closing Cash Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer includes any Expected Released Cash and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rate. (d) Resolution of Disputed Payment Amount. Seller and Purchaser agree that if they fail to reach agreement as to the calculation of any all of the payments set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound Expected Released Cash has not been released by the determination Bureau of such firm Land Management and the Nevada Division of Environmental Protection under the bond serving as financial assurance with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges Existing Permits within six (6) months after Closing, then one-half (1/2) of the portion of such firm for services rendered Expected Released Cash not so released shall be promptly reimbursed by it in resolving the disputed matters referred Seller to it Purchaser upon notice by the parties heretoPurchaser.

Post-Closing Adjustment. (a) Within one hundred five (105) calendar days Seller has prepared the attached Schedule 2.2 which lists certain current asset and current liability accounts and certain accounting principles, methodologies and policies to be used to determine the accounts. The Cash Purchase Price shall be adjusted after the Closing Date, Purchaser shall deliver to Seller a written report, certified by Purchaser, which report shall set forth in accordance with this Section 2.2 based upon (i) the Deposits assumed by Purchaser that remain with Purchaser actual Closing Net Indebtedness and (ii) the amounts as of the close of business on the date that is ninety Closing (90) calendar days after the Closing Date (such amounts, cumulatively, the "Updated Deposit Payment AmountClosing Working Capital") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (accounts shown on Schedule 2.2. For purposes hereof, the statement of the Closing Net Indebtedness and the Closing Working Capital, together with the calculation of the Cash Purchase Price that results from the determination of such amounts, shall be referred to as the "Updated Premium AmountClosing Statement."), which Updated Premium Amount shall not be less than $1,250,000. (b) The Closing Statement shall be prepared on the basis of, and using the same accounting principles, methodologies and policies, as specified in Schedule 2.2 and, to the extent not specified therein, as used in preparing the Company Financial Statements. If the Cash Purchase Price as finally determined in accordance with this Section 2.2 is less than the Estimated Cash Purchase Price, Seller shall have a period pay to Purchaser the amount by which the Estimated Cash Purchase Price exceeds the Cash Purchase Price, and if the Cash Purchase Price as finally determined in accordance with this Section 2.2 exceeds the Estimated Cash Purchase Price, Purchaser shall pay to Seller the amount by which the Cash Purchase Price exceeds the Estimated Cash Purchase Price, by wire transfer of ten (10) immediately available U.S. Dollar funds to an account designated by the party receiving payment within three Business Days following receipt after the final determination of Purchaser's report described in Section 2.6 hereof the Cash Purchase Price, plus interest on the amount paid accrued from the Closing Date to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination the date of such reportpayment at the Prime Rate applicable from time to time. (c) The Business Day immediately following As promptly as practicable (and, in any event, within 120 days after the conclusion Closing), Purchaser shall prepare and deliver to Seller the Closing Statement prepared in accordance with this Section 2.2, with reasonable detail and back up documentation. If Seller disagrees with the determination of the tenth Closing Statement, Seller shall notify Purchaser of such disagreement as soon as practicable and in any event within 120 days after delivery of the Closing Statement, which notice shall set forth any such disagreement in reasonable detail. If Seller fails to deliver this notice by the end of such 120 days, Seller shall be deemed to have accepted the Closing Statement delivered by Purchaser. Matters included in the calculations in the Closing Statement that are not objected to by Seller in such notice shall be deemed accepted by Seller and shall not be subject to further dispute or review in connection with the determination of the Closing Working Capital or Closing Net Indebtedness. During the 120-day period of Seller's review and during the period of any dispute under this Section 2.2, Purchaser shall provide Seller and its accountants access to the books and records and personnel of Purchaser, the Company and the Company Subsidiaries, in such a manner as not to unreasonably interfere with the normal operations of the business of Purchaser, the Company or the Company Subsidiaries, and Seller shall have reasonable access to all documents, schedules and workpapers used by Purchaser in the preparation of the Closing Statement. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon the parties. (10thd) Business Day period If Purchaser and Seller are unable to resolve any such disagreement as contemplated by Section 2.2(c) within 45 days after delivery by Seller of written notice of such disagreement, either party may give the other a notice of dispute. Promptly after receipt of such notice, Purchaser and Seller shall jointly select a partner at Ernst & Young LLP or another mutually acceptable accounting firm to resolve such disagreement (the person so selected shall be referred to herein as the "Accounting Arbitrator"). The parties shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in Section 2.6 hereof the Closing Statement as to which Purchaser and Seller have not resolved their disagreement. The Accounting Arbitrator shall treat each party equally with respect to burdens of proof, and neither party's position shall have a presumption of correctness or reasonableness in any respect. Purchaser and Seller shall use reasonable best efforts to cause the Accounting Arbitrator to deliver to the parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report shall be called final and binding upon the parties. The fees, costs and expenses of the Accounting Arbitrator shall be borne one-half by Purchaser and one-half by Seller; provided that if the Accounting Arbitrator determines that one party's position is completely correct, then such party shall pay none of the fees, costs and expenses of the Accounting Arbitrator and the other party shall pay all such fees, costs and expenses. (e) If and to the extent any item taken into account in the determination of the Closing Net Indebtedness would constitute a breach by Seller of any representation or warranty or of any covenant or agreement contained in this Agreement, such item shall not be considered a breach by Seller of a representation or warranty or covenant or agreement and Purchaser shall not have a right or remedy arising from a breach of the applicable representation or warranty or covenant or agreement; provided, however, that, subject to Article VIII, Purchaser shall be entitled to indemnification for such breach of such representation or warranty or covenant or agreement to the extent of Purchaser's Losses relating to such breach that are in excess of the amount taken into account in the calculation of Closing Net Indebtedness. (f) If and to the extent an item reflected in the Closing Working Capital would constitute a breach by Seller of any representation or warranty or of any covenant or agreement contained in this Agreement (such item, a "Settlement Date." On the Settlement Date Breach Item"), then the following settlements provisions shall be madeapply: (i) if and to the extent Purchaser is aware, or it would be reasonably apparent to a Person familiar with the terms of this Agreement, that such item is a Breach Item, then Purchaser shall be deemed to have irrevocably waived its right to assert a claim for indemnity under this Agreement with respect to such Breach Item to the extent of the aggregate amount in respect of such item that is included in the event that the Updated Premium Amount exceeds the Paid Premium AmountClosing Working Capital (and, subject to Article VIII, Purchaser shall pay be entitled to Seller, by wire transfer and to indemnification for Losses in excess of such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount arising from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds RateBreach Item); and (ii) if and to the extent Purchaser is not aware, and it would not be reasonably apparent to a Person familiar with the terms of this Agreement, that such item is a Breach Item, then Purchaser shall be deemed to have irrevocably waived its right to assert a claim for indemnity under this Agreement with respect to such Breach Item to the extent of the lesser of (A) the amount by which $22.575 million exceeds the Closing Working Capital and (B) the aggregate amount in respect of such Breach Item that is included in the event that the Paid Premium Amount exceeds the Updated Premium AmountClosing Working Capital (and, Seller subject to Article VIII, Purchaser shall pay be entitled to Purchaser, by wire transfer and to indemnification for Losses in excess of such account as may be specified by Purchaser, an lesser amount equal to (x) the difference obtained by subtracting the Updated Premium Amount arising from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds RateBreach Item). (dg) Resolution For the avoidance of Disputed Payment Amount. Seller doubt, Closing Working Capital and Purchaser agree Closing Net Indebtedness shall be calculated as of the open of business on the Closing Date, except that if they fail to reach agreement as the amount of Closing Net Indebtedness shall be reduced to the calculation of any extent it is reduced on the Closing Date other than as a result of the payments set forth application of "cash and cash equivalents" (determined on the same basis as such line item was determined in this Section 2.6the Company Financial Statements) of the Company or Company Subsidiaries. Furthermore, and for the matter avoidance of doubt, (i) cash deposited by Purchaser on the Closing Date in bank accounts controlled by the Company or any Company Subsidiary shall not be counted as consolidated cash or cash equivalents of the Company and the Company Subsidiaries and (ii) any part of the transfer of the Estimated Cash Purchase Price that Seller uses to reduce the Closing Net Indebtedness shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Sellertaken into account, and Purchaser and Seller agree to be bound by in each case when determining the determination of such firm with respect to any such matter referred to it for settlement. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters referred to it by the parties heretoClosing Net Indebtedness.

Post-Closing Adjustment. (a) Within one hundred five ninety (10590) calendar days after the Closing Date, Purchaser Buyer shall prepare and deliver to Seller Parent a written report, certified by Purchaser, which report shall set statement (the “Closing Statement”) setting forth the Deposits assumed by Purchaser that remain with Purchaser as in reasonable detail Buyer’s calculation of the close of business on the date that is ninety (90) calendar days after the Closing Date (the "Updated Deposit Payment Amount") Working Capital and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) its resulting calculation of the Updated Deposit Payment Amount (Closing Adjustment Amount. The Closing Statement shall be prepared in the "Updated Premium Amount"), which Updated Premium Amount shall not be less than $1,250,000format of the Form of Closing Statement using the Accounting Principles. (b) If Seller Parent disputes the Closing Statement prepared by Buyer, Seller Parent shall have deliver to Buyer within sixty (60) days after receipt of the Closing Statement a notice setting forth Seller Parent’s calculation of the Closing Date Working Capital and its resulting calculation of the Closing Adjustment Amount (which shall be calculated in accordance with Section 3.3(a)) and describing in detail the basis for the determination of such different amount (such notice, the “Dispute Notice”, and each item in dispute, a “Disputed Item”). Buyer and Seller Parent shall use reasonable efforts to resolve the Disputed Items for a period of ten thirty (1030) Business Days following receipt of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser shall cooperate with Seller, its employees, representatives and agents in their examination of such reportdays after Seller Parent has given the Dispute Notice. (c) The Business Day immediately following the conclusion If Buyer and Seller Parent have not resolved all of the tenth Disputed Items (10thany such unresolved items, the “Unresolved Items”) Business Day within thirty (30) days after Seller Parent has given the Dispute Notice, then, within fifteen (15) days after the expiration of such period, Buyer and Seller Parent shall submit the Unresolved Items to a jointly appointed independent and impartial certified public accountant who is a partner at a neutral nationally recognized accounting firm in the United States that is not the auditor or independent accounting firm of, and is otherwise independent of, the Parties and any of their respective Affiliates (the “Transaction Arbitrator”) for final and binding arbitration. If the Parties are unable to timely appoint a Transaction Arbitrator within fifteen (15) days of the expiration of the thirty (30) day resolution period described above, either Buyer or Seller Parent may request that the American Arbitration Association appoint the Transaction Arbitrator. Buyer and Seller Parent shall each bear the respective fees and costs incurred by it and its respective Affiliates in connection with the matters set forth in this Section 2.6 hereof 3.3(c), except that the fees and disbursements of the Transaction Arbitrator shall be called paid by Buyer or Seller Parent in proportion to those matters submitted to the "Settlement Date." On Transaction Arbitrator that are resolved against Buyer or Seller Parent, as applicable, as such fees and disbursements are allocated by the Settlement Date Transaction Arbitrator pursuant to the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateforegoing. (d) Resolution The Transaction Arbitrator shall review and determine the Unresolved Items, and only the Unresolved Items, in a manner consistent with this Section 3.3(d) and the Accounting Principles. The review and determination shall be based solely on the grounds presented by Buyer and Seller Parent. In no event shall the Transaction Arbitrator’s determination of Disputed Payment Amountan Unresolved Item be for an amount outside the ranges proposed by Buyer and Seller Parent in the Closing Statement and the Dispute Notice, respectively. (e) Within ten (10) days after the appointment of the Transaction Arbitrator, Buyer and Seller Parent shall provide to the Transaction Arbitrator a copy of the Closing Statement and Dispute Notice, and shall each provide to the Transaction Arbitrator, with a copy to the other Party, a written report that states for each Unresolved Item the dollar amount in dispute, a narrative description of how the dollar amount was calculated or derived by such Party, if applicable, and an explanation of the rationale for such Party’s position; provided that each such report shall be consistent with the Closing Statement (in the case of Buyer) and the Dispute Notice (in the case of Seller Parent). Buyer and Seller Parent shall reasonably cooperate with the Transaction Arbitrator and Purchaser shall provide to the Transaction Arbitrator and to each other, upon the request of the Transaction Arbitrator and in each case to the extent required to complete its review of the Unresolved Items, any non-privileged information and documentation, including any accountants’ work papers or internal accounting records, and make reasonably available to the Transaction Arbitrator employees of Buyer, on the one hand, and Seller Parent, on the other hand, in each case that have been involved in the preparation or review of the Closing Statement and Dispute Notice; provided, however, that the independent accountants of Seller Parent or Buyer shall not be obligated to make any working papers available to the Transaction Arbitrator unless and until the Transaction Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Neither Buyer, on the one hand, nor Seller Parent, on the other hand, shall disclose to the Transaction Arbitrator, and the Transaction Arbitrator shall not consider for any purpose, any settlement discussions or settlement offer made by Buyer, on the one hand, or Seller Parent, on the other hand, with respect to any objection under this Section 3.3, unless otherwise agreed in writing by Buyer and Seller Parent. (f) The place of arbitration shall be New York, New York. (g) Buyer and Seller Parent shall use their reasonable best efforts to cause the Transaction Arbitrator to issue its final written award regarding the Unresolved Items within thirty (30) days after such items are submitted for review, and otherwise as soon as practicable. The award shall include a reasonably detailed explanation of the changes, if any, required to be made to the Closing Statement. The award shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1. The award shall be final and binding upon the Parties and may be enforced in any court having jurisdiction; provided, however, that within seven (7) days after transmittal by the Transaction Arbitrator of the award, either Party may request in writing with a copy to the other Party, that the Transaction Arbitrator correct any clerical, typographical or computational errors in the award. The other Party shall have seven (7) days to respond and the Transaction Arbitrator shall dispose of the request within five (5) days after such seven (7) day period, after which the Closing Statement shall be revised. (h) Each Party shall provide promptly to the other Party all non-privileged information and reasonable access to employees as such other Party shall reasonably request to the extent required to complete its review of the Closing Statement or the Dispute Notice, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices, and shall otherwise cooperate in good faith with such other Party to arrive at a final determination of the Closing Statement; provided, however, that the independent accountants -44- of the non-requesting Party shall not be obligated to make any working papers available to the requesting Party unless and until such requesting Party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. (i) The Parties agree that if they fail to reach agreement as to the calculation of any of the payments procedures set forth in this Section 2.6, the matter shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound by the determination of such firm 3.3 for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such matter disputes, provided that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Transaction Arbitrator. (j) If Buyer and Seller Parent resolve the Disputed Items during the thirty (30) day period referred to it for settlement. Purchaser in Section 3.3(b), the Closing Adjustment Amount agreed to by the Parties shall be deemed to be the “Final Closing Adjustment Amount” and the Closing Statement agreed to by the Parties shall be deemed to be the “Final Closing Statement.” If Buyer and Seller agree Parent do not so resolve the Disputed Items and the Unresolved Items are submitted to share equally the fees and charges of such firm for services rendered by it in resolving Transaction Arbitrator, the disputed matters referred to it Closing Adjustment Amount determined by the parties heretoTransaction Arbitrator pursuant to the terms of this Section 3.3 shall be deemed to be the “Final Closing Adjustment Amount” and the Closing Statement so determined by the Transaction Arbitrator shall be deemed to be the “Final Closing Statement.” If Seller Parent does not timely deliver a Dispute Notice to Buyer, then the Closing Adjustment Amount proposed by Buyer in its Closing Statement shall be deemed to be the “Final Closing Adjustment Amount” and shall be conclusive and binding on the Parties, absent fraud or manifest error. (k) If the Final Closing Adjustment Amount is less than the Estimated Closing Adjustment Amount, then Seller Parent shall pay to Buyer an amount equal to the difference between the Estimated Closing Adjustment Amount and the Final Closing Adjustment Amount. If the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount, then Buyer shall pay to Seller Parent an amount equal to the difference between the Final Closing Adjustment Amount and the Estimated Closing Adjustment Amount. If the Final Closing Adjustment Amount is equal to the Estimated Closing Adjustment Amount, then no payment shall be due under this Section 3.3(k). Any amounts due pursuant to this Section 3.3(k) shall be paid promptly by the relevant party (and in any event within five (5) Business Days) after the final determination thereof in cash in U.S. Dollars by wire transfer of immediately available funds to an account designated by Seller Parent or Buyer (as applicable) at least two (2) Business Days in advance.

Post-Closing Adjustment. (a) Within The Final Total Adjusted Book Value, Final RLI Required Initial Premium, the Final RLI Transferred Asset Value, the Final RLINY Required Initial Premium, the Final RLINY Transferred Asset Value, the Final VRIAC Required Initial Premium, the Final VRIAC Transferred Asset Value, the Final RLI-Buyer Lifeco Required Initial Premium and the Final RLI-Buyer Lifeco Transferred Asset Value shall be determined as set forth in this Section ‎2.6. (i) If the Final Total Adjusted Book Value exceeds the Estimated Total Adjusted Book Value, Buyer shall pay or cause to be paid to Seller or its designee, within ten (10) Business Days after the final determination of the Final Total Adjusted Book Value, an amount equal to such excess. If the Estimated Total Adjusted Book Value exceeds the Final Total Adjusted Book Value, then Seller shall pay or cause to be paid to Buyer or its designee, within ten (10) Business Days after the final determination of the Final Total Adjusted Book Value, an amount equal to such excess. (ii) If the RLI Reinsurance True-Up Amount is a positive number, Buyer shall cause SLD to pay to RLI, within ten (10) Business Days after the final determination of the RLI Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) Investment Assets having a Fair Market Value as of the date of payment equal to the RLI Reinsurance True-Up Amount. If the RLI Reinsurance True-Up Amount is a negative number, Seller shall cause RLI to transfer to the RLI Trust Account, within ten (10) Business Days after the final determination of the RLI Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Fair Market Value as of the date of such transfer equal to the absolute value of the RLI Reinsurance True-Up Amount. (iii) If the RLINY Reinsurance True-Up Amount is a positive number, Buyer shall cause SLD to pay to RLINY, within ten (10) Business Days after the final determination of the RLINY Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) Investment Assets having a Fair Market Value as of the date of payment equal to the RLINY Reinsurance True-Up Amount. If the RLINY Reinsurance True-Up Amount is a negative number, Seller shall cause RLINY to transfer to the RLINY Trust Account, within ten (10) Business Days after the final determination of the RLINY Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Fair Market Value as of the date of such transfer equal to the absolute value of the RLINY Reinsurance True-Up Amount. (iv) If the VRIAC Reinsurance True-Up Amount is a positive number, Buyer shall cause SLD to pay to VRIAC, within ten (10) Business Days after the final determination of the VRIAC Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) Investment Assets having a Fair Market Value as of the date of payment equal to the VRIAC Reinsurance True-Up Amount. If the VRIAC Reinsurance True-Up Amount is a negative number, Seller shall cause VRIAC to transfer to the VRIAC Trust Account, within ten (10) Business Days after the final determination of the VRIAC Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Fair Market Value as of the date of such transfer equal to the absolute value of the VRIAC Reinsurance True-Up Amount. (v) If the RLI-Buyer Lifeco Reinsurance True-Up Amount is a positive number, Buyer shall permit RLI to withdraw from the Funds Withheld Account within ten (10) Business Days after the final determination of the RLI-Buyer Lifeco Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) Investment Assets having a Statutory Carrying Value (as determined by Seller in good faith) equal to the RLI-Buyer Lifeco Reinsurance True-Up Amount. If the RLI-Buyer Lifeco Reinsurance True-Up Amount is a negative number, Seller shall cause RLI to transfer to the Funds Withheld Account, within ten (10) Business Days after the final determination of the RLI-Buyer Lifeco Reinsurance True-Up Amount, cash or (if mutually agreed by the parties hereto) additional Investment Assets that have an aggregate Statutory Carrying Value (as determined by Seller in good faith) equal to the absolute value of the RLI-Buyer Lifeco Reinsurance True-Up Amount. Any cash payment required to be made by any Person pursuant to this Section ‎2.6(a) will be made by wire transfer of immediately available funds to an account designated by the recipient thereof. (b) No later than one hundred five eighty (105180) calendar days after the Closing Date, Purchaser Buyer shall deliver to Seller (a) a written reportstatement (the “Closing Statement”) setting forth balance sheets of each of the Acquired Companies, certified by Purchaserin each case, which report shall set forth the Deposits assumed by Purchaser that remain with Purchaser as of the close Effective Time prepared on a basis consistent with the Reference Closing Statement and in accordance with the Accounting Principles and showing Buyer’s good faith calculation of the Total Adjusted Book Value as of the Effective Time derived therefrom, (b) a statement (the “Closing Net Settlement Statement”) prepared on a basis consistent with the Reference Net Settlement Statement and in accordance with the Settlement Methodologies setting forth Buyer’s calculations as of the Effective Time of the RLI Required Initial Premium, the RLINY Required Initial Premium, the VRIAC Required Initial Premium and the RLI-Buyer Lifeco Required Initial Premium and (c) a statement (the “Closing Fair Value Statement”, and together with the Closing Statement and the Closing Net Settlement Statement, the “Closing Settlement Statements”) of the RLI Transferred Asset Value, RLINY Transferred Asset Value, the VRIAC Transferred Asset Value and the RLI-Buyer Lifeco Transferred Asset Value. In connection with Buyer’s preparation of the Closing Statement and the Closing Net Settlement Statement, Seller shall provide Buyer and its Representatives with such access to the employees and Representatives of Seller and its Affiliates and to such documentation, records and other information of Seller or any of its Affiliates as Buyer or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of Seller or its Affiliates; provided, further, that the independent accountants of Seller will not be obligated to make any work papers available to Buyer or its Representatives, unless and until Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) Seller shall have sixty (60) days after the date on which the Closing Settlement Statements are delivered to it to review the Closing Settlement Statements and the calculations set forth therein (the “Review Period”). In furtherance of such review, Buyer shall, and shall cause the Acquired Companies to, provide Seller and its Representatives with such access to the employees and Representatives of Buyer and the Acquired Companies and to such documentation, records and other information of Buyer or the Acquired Companies as Seller or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of Buyer or the Acquired Companies; provided, further, that the independent accountants of Buyer and the Acquired Companies will not be obligated to make any work papers available to Seller or its Representatives, unless and until Seller has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (i) If Seller disagrees with the Closing Settlement Statements (including any amount or computation set forth therein) in any respect and on any basis, Seller may, on or prior to the last day of the Review Period, deliver a notice to Buyer setting forth, in reasonable detail, each disputed item or amount and the basis for Seller’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item or amount, Seller’s position as to the correct amount or computation that should have been included in the Closing Settlement Statements, as applicable. (ii) If no Dispute Notice is received by Buyer with respect to any matter in the Closing Settlement Statements on or prior to the last day of the Review Period, the amount or computation with respect to such matters as set forth in the Closing Settlement Statements shall be deemed accepted by Seller, whereupon the amount or computation of such matter or matters shall be final and binding on the parties. (iii) For a period of thirty (30) days beginning on the date that is ninety (90) calendar days after Buyer receives a Dispute Notice, if any, Buyer and Seller shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. If Buyer and Seller reach agreement with respect to any such disagreements, Buyer shall revise the Closing Date Settlement Statements to reflect such agreement. In the event that the parties do not resolve by mutual agreement any matter in the Dispute Notice within such thirty (30) day period, Buyer and Seller shall jointly engage an accounting firm of national reputation or any other Person, as mutually agreed by the parties hereto (the "Updated Deposit Payment Amount") and the adjusted Premium Amount based on the Updated Deposit Payment Amount, calculated as eight percent (8.0%) of the Updated Deposit Payment Amount (the "Updated Premium Amount"“Independent Accounting Firm”), which Updated Premium Amount to make a determination with respect to all matters in dispute; provided, that, if such firm is unwilling or unable to serve, unless otherwise agreed by the parties, such dispute shall not be less than $1,250,000resolved in accordance with Section ‎10.7. (biv) Buyer and Seller will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention, and Buyer, Seller and their respective employees and Representatives will cooperate with the Independent Accounting Firm during its engagement. Buyer, on the one hand, and Seller, on the other hand, shall have promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s engagement each submit to the Independent Accounting Firm their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a period copy of such materials to the other party. Each party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other party in such other party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other party) within ten (10) Business Days following receipt after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the parties, and each of Purchaser's report described in Section 2.6 hereof to examine such report and Purchaser the parties shall cooperate and shall cause their Representatives to cooperate with Sellersuch requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, its employeesbased solely on the materials so presented by the parties and upon information received in response to such requests for additional or clarifying information and not by independent review, representatives only those issues that remain in dispute specifically set forth in the Dispute Notice and agents shall render a written report to Buyer and Seller (each, an “Adjustment Report”) in their examination of such reportwhich the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Closing Settlement Statements solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate Total Adjusted Book Value, RLI Required Initial Premium, RLI Transferred Asset Value, RLINY Required Initial Premium, RLINY Transferred Asset Value, VRIAC Required Initial Premium, VRIAC Transferred Asset Value, RLI-Buyer Lifeco Required Initial Premium and RLI-Buyer Lifeco Transferred Asset Value on that basis. (cv) The Business Day immediately following Adjustment Report shall set forth, in reasonable detail, the conclusion Independent Accounting Firm’s determination with respect to each of the tenth disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Settlement Statements, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm (10thA) Business Day period shall be bound to the principles of this Section ‎2.6 and the terms of this Agreement, including whether the Closing Settlement Statements were prepared in accordance with the Accounting Principles and Settlement Methodologies (as applicable), (B) shall limit its review to matters specifically set forth in Section 2.6 hereof the Dispute Notice and (C) shall be called not assign a value to any matter higher than the "Settlement Date." On highest value for such matter claimed by either party or less than the Settlement Date the following settlements shall be made: (i) in the event that the Updated Premium Amount exceeds the Paid Premium Amount, Purchaser shall pay to Seller, lowest value for such matter claimed by wire transfer and to such account as may be specified by Seller, an amount equal to (x) the difference obtained by subtracting the Paid Premium Amount from the Updated Premium Amount plus (y) the interest on such difference for the number of calendar days from and including the Closing Date to but excluding the Settlement Date (the "Interest Period") at the Federal Funds Rate; and (ii) in the event that the Paid Premium Amount exceeds the Updated Premium Amount, Seller shall pay to Purchaser, by wire transfer and to such account as may be specified by Purchaser, an amount equal to (x) the difference obtained by subtracting the Updated Premium Amount from the Paid Premium Amount plus (y) the interest on such difference for the Interest Period at the Federal Funds Rateeither party. (dvi) Resolution of Disputed Payment Amount. Seller All fees and Purchaser agree that if they fail to reach agreement as expenses relating to the calculation of any work of the payments set forth in this Section 2.6, the matter Independent Accounting Firm shall be referred to an independent firm of certified public accountants of national standing reasonably acceptable to Purchaser and Seller, and Purchaser and Seller agree to be bound paid by the determination of such firm party (that is, Buyer or Seller) whose position with respect to any the matter in dispute is furthest from the Independent Accounting Firm’s final determination. Each Adjustment Report, absent fraud or manifest error, shall be expert determinations under New York law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accounting Firm, including enforcement of such matter final determinations, shall be resolved in accordance with Section ‎10.7. (vii) The final form of the Closing Settlement Statements as finally determined pursuant to this Section ‎2.6 are referred to it for settlementherein as the “Final Settlement Statements”. Purchaser and Seller agree to share equally the fees and charges of such firm for services rendered by it in resolving the disputed matters The Total Adjusted Book Value calculated therefrom is referred to it by as the parties hereto“Final Total Adjusted Book Value,” the RLI Required Initial Premium calculated therefrom is referred to as the “Final RLI Required Initial Premium,” the RLI Transferred Asset Value calculated therefrom is referred to as the “Final RLI Transferred Asset Value”), the RLINY Required Initial Premium calculated therefrom is referred to as the “Final RLINY Required Initial Premium”), the RLINY Transferred Asset Value calculated therefrom is referred to as the “Final RLINY Transferred Asset Value”), the VRIAC Required Initial Premium calculated therefrom is referred to as the “Final VRIAC Required Initial Premium”), the VRIAC Transferred Asset Value calculated therefrom is referred to as the “Final VRIAC Transferred Asset Value”), the RLI-Buyer Lifeco Required Initial Premium calculated therefrom is referred to as the “Final RLI-Buyer Lifeco Required Initial Premium” and the RLI-Buyer Lifeco Transferred Asset Value calculated therefrom is referred to as the “Final RLI-Buyer Lifeco Transferred Asset Value”. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section ‎2.6 represent the sole and exclusive method for determining the Final Total Adjusted Book Value, Final RLI Required Initial Premium, the Final RLI Transferred Asset Value, the Final RLINY Required Initial Premium, the Final RLINY Transferred Asset Value, the Final VRIAC Required Initial Premium, the Final VRIAC Transferred Asset Value, the Final RLI-Buyer Lifeco Required Initial Premium and the Final RLI-Buyer Lifeco Transferred Asset Value.