Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days after the Closing Date, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined As promptly as practicable after the Closing Date as follows: Closing, but in no event later than seventy-five (i75) Within 30 days after the Closing Date, Parent shall cause the Seller shall Surviving Corporation to prepare and deliver to the Buyer Representative (on behalf of the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare Stockholders) a statement (the Draft Statement of Working Capital and Fixed Assets “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value")Transaction Expenses, which shall be prepared in accordance calculated on a basis consistent with this Agreement, including, as applicable, Exhibit C. (b) The Surviving Corporation and Parent shall (i) permit the Representative and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) and shall cooperate with the books and records of Representative in seeking to obtain work papers from the Seller Surviving Corporation pertaining to or used in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance connection with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Post-Closing Adjustment Statement of Working Capital and Fixed Assets, provide the Representative with copies thereof (as reasonably requested by the Representative) and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver provide the Representative and its representatives reasonable access to the Seller, employees and accountants of Parent and the Surviving Corporation as reasonably requested by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed AssetsRepresentative. If the Buyer delivers to Representative (on behalf of the Seller a notice accepting Stockholders and Optionholders) disagrees with any part of the Draft Statement Surviving Corporation’s calculation of the Closing Net Working Capital and Fixed AssetsAdjustment, the Closing Indebtedness, the Closing Cash or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective Closing Transaction Expenses as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections Post-Closing Adjustment Statement, the Representative shall, within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rollsforty-Royce plc and FastenTech five (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (345) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral Representative’s receipt of the Post-Closing Adjustment Statement, notify Parent in writing of such objections to disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute by setting forth the Representative’s own calculation of the Closing Net Working Capital Adjustment, the Buyer and Closing Indebtedness, the Seller shallClosing Cash or the Closing Transaction Expenses, as applicable. If the Representative does not deliver an Objection Notice within 30 days following the expiration of such 30forty-five (45) day period, engage then the AccountantPost-Closing Adjustment Statement shall be conclusive, pursuant final and binding on all of the parties (in such instance, a “Final Statement”). If an Objection Notice is delivered to an engagement agreement executed by the BuyerParent, the Seller, then Parent and the Accountant, Representative (on behalf of the Stockholders and Optionholders) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses and any such resolution shall be conclusive and binding on all of the parties (in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Objection Notice, Parent or the Representative may submit such remaining objections set forth on disagreements to any nationally recognized certified public accounting firm other than PricewaterhouseCoopers or Ernst & Young as is reasonably acceptable to Parent and the Buyer's statement of objections Representative (the "Unresolved Objections"“Accounting Firm”). (4c) The Buyer Parent and the Seller Representative shall jointly submit use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the Accountantcomputation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within 10 forty-five (45) days after its retention. The Accounting Firm shall consider only those items and amounts in the date Surviving Corporation’s and the Representative’s respective calculations of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Fixed Assets, a copy of the statement of objections delivered by the Buyer Closing Transaction Expenses that are identified as being items and amounts to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer which Parent and the Seller and by the senior officers designated in or pursuant Representative have been unable to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingagree. In resolving any Unresolved Objectionsdisputed item, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by any either party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised . The Accounting Firm’s determination of the Draft Statement of Closing Net Working Capital and Fixed Assets Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as adjusted pursuant to any resolutions to objections agreed upon applicable, shall be based solely on written materials submitted by the Buyer Parent and the Seller Representative (i.e., not on independent review) and pursuant to on the Accountant's resolution definitions set forth in this Agreement. The determination of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections Accounting Firm shall be conclusive and binding upon the Buyer parties hereto and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes shall not be subject to appeal or further review (other than with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any errors in arithmetic calculations) (in such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountantinstance, a “Final Statement”). (7d) The Buyer and the Seller shall share the fees costs and expenses of the Accountant Accounting Firm in determining the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be borne by the Surviving Corporation, on the one hand, and the Representative, on behalf of the Stockholders and the Optionholders (which amount shall be treated as a Representative Expense and paid from the Escrow Account as provided in Section 11.12), on the other hand, based upon what the percentage which the portion of the changes called for contested amount not awarded to each party bears to the amount actually contested by such party (by way of illustration only, if Parent claims the Closing Net Working Capital Adjustment is $5,000 less than the amount determined by the Representative, and the Representative contests only $4,000 of the amount claimed by Parent, and if the Accounting Firm ultimately resolves the dispute by awarding Parent $3,000 of the $4,000 contested, then the costs and expenses of the Accounting Firm will be allocated 75% (i.e., 3,000 ÷ 4,000) to the Representative (on behalf of the Stockholders) and 25% (i.e., 1,000 ÷ 4,000) to Parent. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 is the “Final Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Consideration” means, without duplication, (i) two billion four hundred fifty million dollars ($2,450,000,000), less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Representative Expense Amount. For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the Buyer's statement calculation of objections are reflected in Final Indebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Balance SheetConsideration or any component thereof. For purposes of this Agreement, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over “Post-Closing Adjustment Amount” means (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of Consideration less (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets Closing Consideration (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall which may be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether a positive or negative, is the "Final Adjustment Amount." negative number). Within five (c5) Within 10 business days Business Days after the Final Closing Balance Sheet becomes final Consideration and binding upon the Parties (i) if the Final Post-Closing Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment are finally determined pursuant to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.4.2:

Post-Closing Adjustments. The Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration (athe “Adjustable Consideration”) The Initial Sale Price shall be determined adjusted after the Closing Date as follows: (i) Within 30 ninety (90) days after following the Closing Date, the Seller Operating Partnership shall prepare and deliver to Sub 1, Sub 2 and the Buyer REIT (the Draft Statement “Adjustable Contributors”) a statement setting forth a calculation of the aggregate Net Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of the close of business 12:01 A.M., New York City time, on the Closing Date (the "Book Value"“Closing Date Net Working Capital”), which calculation shall be prepared in accordance a manner consistent and using the same methodology with the books and records of the Seller in respect of the Business and shall be based upon an unaudited most recent available balance sheet as of that date that is prepared attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP Consistently AppliedGAAP. Seller acknowledges and agrees that Buyer desires that For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice current asset accounts listed on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking Schedule 1.02(b)(i) as of such physical inventorydate, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Buyer Operating Partnership shall deliver to comply with the Seller, by Adjustable Contributors’ reasonable requests for supporting documentation used in the Objection Deadline Date, either a notice indicating that preparation of the Buyer accepts the Draft Statement of Closing Date Net Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to access the Draft Statement of Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Resolution Date”): (a) the Adjustable Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Balance Sheet. Date Net Working Capital; (b) the failure of the Adjustable Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If the Buyer timely objects to Adjustable Contributors disagree with the Draft Statement Closing Date Net Working Capital, the Adjustable Contributors may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved supporting documentation as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or requested pursuant to Section 1.6(a)(ii)(B1.02(b)(ii), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to deliver an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement Objection Notice setting forth the resolution Adjustable Contributor’s calculation of any objections agreed to by the Buyer Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Adjustable Contributors disagree and the Seller and by the senior officers designated in items, facts, amounts, calculations, or pursuant valuations used to Section 1.6(a)(ii)(B)determine such line items. Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet The Adjustable Contributors shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Adjustable Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the Final Closing Balance Sheetparties hereto. (6iv) If the Adjustable Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Adjustable Contributors shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and the Adjustable Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Adjustable Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each Party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, the Adjustable Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The resolution Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Adjustable Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Adjustable Contributors shall execute any agreement required by the Accountant Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Adjustable Contributors shall each bear one-half of the Unresolved Objections shall fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be conclusive bound jointly and binding upon severally to the Buyer Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or the Adjustable Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Seller. The Buyer Adjustable Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes Adjustable Contributors with respect to the Draft Statement of Working Capital fees and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling costs of the AccountantIndependent Accounting Firm. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. Within sixty (a60) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days after following the Closing Date, the Seller Parent shall cause the Surviving Company to prepare and deliver to the Buyer Stockholders’ Representative an unaudited balance sheet for the Draft Statement Company (the “Closing Date Balance Sheet”) and a calculation of the Closing Date Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value")Date, which shall be prepared in accordance with by the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared Surviving Company in accordance with GAAP Consistently Appliedutilizing the same GAAP methodology and assumptions as was used in preparing the Estimated Closing Date Balance Sheet (to the extent consistent with those used in preparing the Financial Statements). Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLPThe Parent shall, and agrees shall use commercially reasonable efforts to cooperate cause the Surviving Company’s accountants to, provide the Stockholders’ Representative with Ernst & Young LLP's audit of the balance sheetreasonable access to all books, including by providing records, work papers and other documents and data as was used to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before prepare the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors Balance Sheet. The Stockholders’ Representative shall have the right to observe dispute the taking Closing Date Balance Sheet (and any items therein) and the Closing Date Working Capital calculations and make any proposed adjustments thereto as provided in Section 2.10(c) hereof. (i) If it is determined (A) there is a Working Capital Surplus based on the Closing Date Balance Sheet less than the estimated Working Capital Surplus calculated under Section 2.10(a) (the “Surplus Shortfall”), or (B) there is a Working Capital Shortfall based on the Closing Date Balance Sheet, either (I) in excess of such physical inventorythe estimated Working Capital Shortfall calculated under Section 2.10(a) or (II) if there was an estimated Working Capital Surplus calculated under Section 2.10(a), the Stockholders’ Representative shall pay to the Surviving Company on the Settlement Date from the Working Capital Holdback either (1) the Surplus Shortfall, (2) in the case of Section 2.10(b)(i)(B)(I), the excess Working Capital Shortfall, or (3) in the case of Section 2.10(b)(i)(B)(II), the Working Capital Shortfall plus any estimated Working Capital Surplus added to the Purchase Price pursuant to Section 2.10(a) hereof. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either If it is determined (A) there is a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to Shortfall based on the Draft Statement of Closing Date Balance Sheet less than the estimated Working Capital and Fixed Assets. If Shortfall calculated under Section 2.10(a) (the Buyer delivers to the Seller “Shortfall Underage”), or (B) there is a notice accepting the Draft Statement of Working Capital and Fixed Assets, or Surplus based on the Buyer does not deliver a written objection to Closing Date Balance Sheet either (I) in excess of the Draft Statement of estimated Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance Surplus calculated under Section 2.10(a) or as of the close of business on the Objection Deadline Date, the Draft Statement of (II) if there was an estimated Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Shortfall calculated under Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B2.10(a), the Buyer Parent shall pay to the Stockholders’ Representative (to be distributed to Holdings’ stockholders and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit Optionholders immediately prior to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), Effective Time on a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibitsPro Rata Basis) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fractionShortfall Underage, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) in the Seller shall be responsible for the balance case of such fees and expenses. (b) Upon completion of the Final Closing Balance SheetSection 2.10(b)(ii)(B)(I), the "Initial Sale Price" shall be determined as follows: excess Working Capital Surplus, or (i3) if in the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Valuecase of Section 2.10(b)(ii)(B)(II), the Initial Sale Price shall be decreased by such difference; and (ii) if Working Capital Surplus plus any estimated Working Capital Shortfall deducted from the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (iSection 2.10(a) through (ii) above, whether positive or negative, is the "Final Adjustment Amounthereof." (ciii) Within 10 business days after In the Final Closing Balance Sheet becomes final and binding upon event any amount due to a party under this Section 2.10 is not paid on the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale PriceSettlement Date, the Buyer payor shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) pay interest thereon on such amounts at a rate equal to five of ten percent (510%) per annum calculated annum, which shall accrue from and including the Closing Date to, but not including, to the date of actual payment. All amounts paid by the Stockholders’ Representative to the stockholders and Optionholders of Holdings pursuant to this Section 2.10(b) shall be paid on a Pro Rata Basis.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after After the Closing Date as follows: (i) Within 30 days after the Closing DateArrangement, the Seller Surviving Corporation shall prepare and deliver hire an auditor, licensed by the U.S. Public Corporation Accounting Oversight Board, to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets perform an audit (in accordance with U.S. Generally Accepted Accounting Principles) of the Business balance sheet of Comamtech as of the close of business on the Closing Date (the "Book Value"“Opening Balance Sheet Audit”). Such Opening Balance Sheet Audit shall include line items for Comamtech’s assets, which liabilities and shareholders’ equity as of the Closing Date. Comamtech shall be prepared in accordance with provide the Surviving Corporation’s auditors and accounting and other personnel access to the books and records of Comamtech and any other documents or information reasonably requested. On or before August 25, 2011, the Seller in respect Surviving Corporation shall prepare a statement (the “Purchase Price Statement”) setting forth its good faith computation of the Business shareholders’ equity as of August 15, 2011. The Purchase Price Statement shall include the balances from the Opening Balance Sheet Audit with adjustments for realized and unrealized gains and losses and income and expenses from the disposition and maintenance of the assets and liabilities on the Opening Balance Sheet Audit. The Surviving Corporation shall deliver such Purchase Price Statement to the Shareholder Representatives together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Statement. Following the delivery of the Purchase Price Statement, the Surviving Corporation shall provide the Shareholder Representatives prompt and reasonable access to the Surviving Corporation’s auditors and accounting and other personnel to the books and records and any other documents or information reasonably requested by the Shareholder Representatives in order to allow the Shareholder Representatives to verify the accuracy of the computation set forth in the Purchase Price Statement. (b) If the Shareholder Representatives disagree with the calculation of any of the items set forth in the Purchase Price Statement, the Shareholder Representatives shall notify the Surviving Corporation in writing of such disagreement (an “Objection Notice”) within 10 days after receipt of the Purchase Price Statement by the Shareholder Representatives. Any Objection Notice shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) specify the line item or items in the Purchase Price Statement with which the Shareholder Representatives disagree and the amount of each such line item or items as calculated by the Shareholder Representatives. The Shareholder Representatives shall be deemed to have agreed with all items and amounts included in the Purchase Price Statement except such items that are specifically disputed in the Objection Notice. If the Shareholder Representatives fail to deliver an Objection Notice to the Surviving Corporation within 10 days after receipt of the Purchase Price Statement by the Shareholder Representatives, the Purchase Price Statement shall be deemed final and binding on the Comamtech Shareholders and the DecisionPoint Shareholders. (c) If the Shareholder Representatives deliver an Objection Notice to the Purchase Price Statement within 10 days following the receipt of such statement, then the Shareholder Representatives and the Surviving Corporation shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within ten days after delivery of an Objection Notice, the issues remaining in dispute shall be submitted to a neutral auditor selected by the Shareholder Representatives and Board of Directors of the Surviving Corporation (the “Neutral Auditor”), each acting reasonably. Within 5 days of selecting the Neutral Auditor, the Shareholder Representatives shall furnish or cause to be furnished to the Neutral Auditor such work papers and other documents and information relating to the disputed issues as they may deem necessary or appropriate or as the Neutral Auditor may request and that are available to that party or its agents. Further, the Shareholder Representatives shall be afforded the opportunity to present to the Neutral Auditor any material relating to the disputed issues and to discuss the issues with the Neutral Auditor, provided, however, that no party shall have any discussions with the Neutral Auditor without first providing the other parties with notice of such discussions and a reasonable opportunity to attend, observe or otherwise participate in such discussions. The Neutral Auditor will deliver to the Shareholder Representatives, as promptly as practicable and in any event within 21 days after its appointment, a written determination (which determination shall include a worksheet setting forth all material calculations used in arriving at such determination and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that solely on information provided to the foregoing balance sheet be audited Neutral Auditor by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit the Shareholder Representatives of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingdisputed items. In resolving any Unresolved Objectionsdisputed item, the Accountant Neutral Auditor: (i) shall be bound by the principles set forth in this Section 1.6, and (ii) shall further limit its review to whether the Draft Statement line items and items specifically set forth in and properly raised in an Objection Notice. The Neutral Auditor’s determination shall be final and binding on the Comamtech Shareholders and the DecisionPoint Shareholders. (d) Upon the agreement of Working Capital and Fixed Assets contained mathematical errors and was calculated the Shareholder Representatives or the decision of the Neutral Auditor, or if the Shareholder Representatives fail to deliver an Objection Notice within the 10 day period provided in this section, the Purchase Price Statement, as adjusted (if necessary), including the final (as adjusted pursuant hereto) shareholders’ equity balance (the “Final Shareholders’ Equity Balance”) shall constitute the final shareholders’ equity balance for all purposes hereunder. (e) If the Final Shareholders’ Equity Balance exceeds $7,633,000, then the shareholders of Comamtech at the Record Date shall be entitled to receive on a pro rata basis, to be issued as additional consideration, shares equal to the Additional Comamtech Shares on Schedule 5 according to the Final Shareholders’ Equity Balance. (f) If the Final Shareholders’ Equity Balance is less than $7,233,000, then the shareholders of DecisionPoint at the Record Date shall be entitled to receive on a pro rata basis, to be issued as additional consideration, shares equal to the Additional DecisionPoint Shares on Schedule 5 according to the Final Shareholders’ Equity Balance. (g) The Additional Comamtech Shares or Additional DecisionPoint Shares, if any, shall be distributed in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party foregoing on or less than the smallest value for such item claimed by either partybefore October 31, 2011. (5h) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling It is agreed that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant costs related to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision audit shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for be accrued as liabilities in the Buyer's statement of objections are reflected Opening Balance Sheet Audit or in the Final Closing Balance Sheet, Shareholders’ Equity Balance. The Shareholder Representatives may consult with such professional advisors as follows: (1) they may deem reasonably necessary in order to verify the Buyer shall be responsible for an amount equal to accuracy or computations set forth herein at the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all expense of the changes called for Surviving Corporation, it being understood that such professional advisory expenses shall in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesno event exceed $10,000. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: Within ninety (i90) Within 30 days after following the Closing Date, the Seller Parent shall prepare and deliver to the Buyer Stockholders a written statement (the Draft Statement of Working Capital and Fixed Assets. The Seller "Closing Statement") which shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets include (i) a balance sheet of the Business Company, as of the close of business on the Closing Date (the "Book ValueClosing Balance Sheet") and (ii) Parent's calculations of (A) Closing Cash, (B) Closing Indebtedness (including, for the avoidance of doubt, the Section 481 Adjustment), which (C) Closing Net Working Capital (without giving effect to the transactions contemplated by this Agreement), (D) the Working Capital Adjustment, and (E) the Company Expenses, in each case as of the Effective Time. The Closing Statement shall be prepared in accordance with the books methodologies and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted practices used by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting Company in the preparation of the Draft Pre-Closing Statement and shall include reasonable supporting documentation for the calculations and components contained therein. (b) The Stockholders shall have thirty (30) days following their receipt of Working Capital the Closing Statement (the "Review Period") to review the same. During the Review Period, the Surviving Entity and Fixed AssetsParent shall provide the Stockholders with (i) such information as may be reasonably requested by the Stockholders with respect to their review of the Closing Statement, including without limitation all accountant work papers and the books and records of Surviving Entity and (ii) access to any personnel of Parent (or any of its subsidiaries) or the Company, including Third Party accountants and auditors who are familiar with such matters or otherwise involved in the preparation of the Closing Balance Sheet and other information contained in the Closing Statement and/or any components thereof. On or before the expiration of the Review Period, the Stockholders shall deliver to Parent a reasonably detailed written statement accepting or objecting to the Closing Statement. In the event that the Stockholders shall object to the Closing Statement, such written statement (an "Objection Notice") shall include a reasonable explanation of the Stockholders' objections and the reasons therefor. The Stockholders may object to any component of the Closing Statement and/or any of the calculations set forth therein and/or any component of any of the numbers set forth in the Closing Statement or any other matters set forth therein. If the Stockholders do not deliver an Objection Notice to Parent within the Review Period, the Stockholders shall collectively be deemed to have accepted the Closing Statement and all of the determinations and calculations contained therein, and the Buyer same shall become binding and their respective independent auditors shall have conclusive on the right parties hereto and not subject to observe the taking of such physical inventoryfurther appeal. (iic) The Buyer In the event that the Stockholders shall deliver have duly delivered an Objection Notice to Parent within the SellerReview Period, by Parent and the Stockholders shall promptly in good faith attempt to resolve the objections contained therein. All such objections that are resolved in a signed writing between the parties shall be final, binding and conclusive on the parties and not subject to further appeal (the "Resolved Items"). Any such objections which cannot be resolved between Parent and the Stockholders within thirty (30) days following Parent's receipt of the Objection Deadline DateNotice (such specific remaining objections, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Datecollectively, the Draft Statement of Working Capital and Fixed Assets "Unresolved Items") shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, resolved in accordance with this Section 1.6(a3.3(c); provided, such objections that neither Parent nor the Stockholders shall be resolved permitted to raise any objection to the Pre-Closing Statement or the Closing Statement, as follows: (1) The Buyer applicable, unless such objection is raised in the initial Closing Statement or the initial Objection Notice, respectively, as opposed to any amendment or restatement thereof, none of which shall be permitted. Should the Stockholders and the Seller shall first use Reasonable Best Efforts Parent not be able to resolve such objections. Unresolved Items, within the thirty (230) If day period described above, either party may submit only the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred Unresolved Items to the chief financial officers Independent Accounting Firm for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)its engagement. Each of the Buyer Parent and the Seller Stockholders agree to execute, if required, a customary engagement letter with the Independent Accounting Firm. Such Independent Accounting Firm shall submit review only the Unresolved Items and shall deliver a written statement, within thirty (30) days of the submission of the Unresolved Items to the Accountant such Independent Accounting Firm (with a copy delivered to the other Party on it being understood that all Unresolved Items must be submitted at the same daytime), within 45 days after the date setting forth its own calculation of each of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved ObjectionsItems. Each of the Buyer and the Seller may (but The calculation for each Unresolved Item shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party highest value, or less than the smallest value for lowest value, given such item claimed by either party. (5) Within 90 days after Unresolved Item in the date of its engagement hereunderClosing Statement or the Objection Notice, as applicable, and shall be made using the Accountant shall determine whether the objections raised same methodologies and practices used by the Buyer are appropriate Company in the preparation of the Most Recent Balance Sheet, consistently applied, and shall issue a ruling that shall include a balance sheet, comprised of be based solely on the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant materials submitted to the AccountantIndependent Accounting Firm by Parent or the Stockholders, and not by independent review. Neither Parent nor Stockholders shall have or conduct any communication, either written or oral, with the Independent Accounting Firm without the other party either being present or receiving a concurrent copy of any written communication. The Independent Accounting Firm's resolution calculations of the Unresolved Objections. Such balance sheet Items, absent manifest error, shall be deemed binding and conclusive on the parties and not subject to be appeal. Each party shall bear its own costs and expenses in connection with the Final Closing Balance Sheet. (6) The resolution of such Unresolved Items by the Accountant Independent Accounting Firm. The fees and expenses of the Unresolved Objections Independent Accounting Firm shall be conclusive and binding upon the Buyer allocated between Parent and the SellerStockholders so that the amount of fees and expenses paid by the Stockholders (with the remainder of such amount being paid by Parent) shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and where (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Stockholders (as determined by the Independent Accounting Firm) and the denominator of which is the total value in dispute. The Buyer and the Seller parties agree that the procedure set forth in this Section 1.6(a3.3(c) for resolving disputes with respect to the Draft Closing Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment AmountIndependent Accounting Firm's determination may be enforced in any court of competent jurisdiction." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) No later than the 90th day following the Closing Date, Acquiror will prepare and deliver to the Shareholders’ Representative a consolidated balance sheet of the Company and the Company Subsidiaries as of the Adjustment Time (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Acquiror’s determination of the amount of the Merger Consideration. Acquiror will prepare the Closing Balance Sheet and the Closing Statement (including the determinations included therein) in accordance with Section 2.5(c). (b) During the 60-day period immediately following the Shareholders’ Representative’s receipt of the Closing Balance Sheet and the Closing Statement or in the event the Acquiror shall fail to deliver the Closing Balance Sheet and the Closing Statement within such 90-day period (in which case, for purposes of this Section 2 the Price Certification Certificate will be treated as the Closing Balance Sheet and the Closing Statement), the Shareholders’ Representative and its representatives (i) will be permitted to review, during normal business hours and upon reasonable notice, the Surviving Corporation’s and the Company Subsidiaries’ books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (ii) will be given reasonable access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting professionals of Acquiror in order to facilitate the Shareholders’ Representative’s review of the Closing Balance Sheet and the Closing Statement; provided, however, that the review and access described in clauses (i) and (ii) will be conducted at times and in a manner that does not unreasonably interfere with the operation of Acquiror’s, the Surviving Corporation’s or the Company Subsidiaries’ respective businesses. The Initial Sale Price Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon Acquiror, the Company Stockholders and the Optionholders (a) on the 60th day following the Shareholders’ Representative’s receipt thereof, unless Acquiror receives from the Shareholders’ Representative prior to such 60th day written notice of the Shareholders’ Representative’s disagreement (a “Dispute Notice”) with any account or determination set forth in the Closing Balance Sheet or the Closing Statement or (b) on such earlier date as the Shareholder Representative notifies Acquiror that it does not dispute the Closing Balance Sheet and Closing Statement; provided if Acquiror shall have failed to delivery timely the Closing Balance Sheet and Closing Statement, the 60-day period referred to in clause (a) shall refer to the 60th day after the same was due to be delivered. Any Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “Disputed Items”). Any account or determination set forth or reflected on the Closing Balance Sheet or the Closing Statement that is not specifically objected to in the Dispute Notice will be deemed final, binding and conclusive upon Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative upon delivery of the Dispute Notice. If the Shareholders’ Representative timely delivers a Dispute Notice, then the determination of the Merger Consideration (in accordance with the resolution described in clause (x) or (y) below, as applicable) will become final, binding and conclusive upon Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative on the first to occur of (x) the date on which Acquiror and the Shareholders’ Representative resolve in writing all differences they have with respect to the Disputed Items or (y) the date on which all of the Disputed Items that are not resolved by the Acquiror and the Shareholders’ Representative in writing are finally resolved in writing by the Independent Accountants in accordance with Section 2.5(c). (c) During the 30 days following delivery of a Dispute Notice, Acquiror and the Shareholders’ Representative will seek in good faith to resolve in writing any differences which they have with respect to all of the Disputed Items. Any Disputed Item resolved in writing by Acquiror and the Shareholders’ Representative will be deemed final, binding and conclusive on the Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative. If Acquiror and the Shareholders’ Representative do not reach agreement on all of the Disputed Items during such 30-day period (or such longer period as they shall mutually agree), then at the end of such 30-day (or longer) period Acquiror and the Shareholders’ Representative will submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to a nationally recognized firm of independent certified public accountants with a nationwide audit and accounting practice as Acquiror and the Shareholders’ Representative may mutually agree) (the “Independent Accountants”) to review and resolve such matters. The Independent Accountants will determine each Unresolved Item (the amount of which may not be more favorable to Acquiror than the related amount reflected in the Closing Statement nor more favorable to the Shareholders’ Representative than the related amount set forth in the Dispute Notice) in accordance with Section 2.5(e) as promptly as may be reasonably practicable, and Acquiror and the Shareholders’ Representative will instruct the Independent Accountants to endeavor to complete such process within a period of no more than 60 days. The Independent Accountants may conduct such proceedings as the Independent Accountants believe, in their sole discretion, will assist in the determination of the Unresolved Items; provided, however, that, except as Acquiror and the Shareholders’ Representative may otherwise agree, all communications between Acquiror and the Shareholders’ Representative or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating party. The Independent Accountants’ determination of the Unresolved Items will be final, binding and conclusive on Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative, effective as of the date the Independent Accountants’ written determination is received by Acquiror and the Shareholders’ Representative. The fees and expenses of the Independent Accountants will be borne one-half by Acquiror and one-half by the Shareholders’ Representative, and each of Acquiror and the Shareholders’ Representative will bear its own legal, accounting and other fees and expenses of participating in such dispute resolution procedure. (d) Upon final determination of the Merger Consideration pursuant to Section 2.5(b) or (c) (the “Final Merger Consideration”), an adjustment to the Merger Consideration will be determined after the Closing Date and paid as follows: (i) Within 30 days after If the Estimated Merger Consideration exceeds the Final Merger Consideration, the Shareholders’ Representative and Acquiror shall within fifteen (15) Business Days of the determination of Final Merger Consideration issue joint written instructions directing the Escrow Agent to pay to Acquiror the amount of such excess out of the Indemnification Escrow Account by wire transfer of immediately available funds to the account specified by Acquiror. (ii) If the Final Merger Consideration exceeds the Estimated Merger Consideration, Acquiror will pay to the Escrow Agent, on behalf of the Company Stockholders and the Optionholders, the amount of such excess. Any amount payable by Acquiror to the Escrow Agent pursuant to this Section 2.5(f)(ii) will be paid within fifteen (15) Business Days of the determination of Final Working Capital by wire transfer of immediately available funds to the account specified in the Agency Agreement. (e) For the purposes of Section 2.4 and this Section 2.5, each accounting term used herein will have the meaning that is applied thereto in accordance with GAAP and, to the extent consistent with GAAP, the accounting principles, policies, procedures and methodologies applied in preparing the Interim Balance Sheet and the accompanying statement of income. Each account included in the Closing Statement and the Closing Balance Sheet will be (A) calculated in accordance with GAAP as in effect on the Balance Sheet Date, the Seller shall prepare and deliver and, to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business extent consistent with GAAP as of the close of business in effect on the Closing Date Balance Sheet Date, utilizing the accounting principles, policies, procedures and methodologies applied in preparing the Company Financial Statements (the "Book Value"without regard for materiality), which shall be prepared in accordance including with respect to the nature or classification of accounts, and determining levels of reserves or levels of accruals; and (B) consistent with the books and records of the Seller in respect Company and the Company Subsidiaries and the definitions herein agreed; provided, however, that all known errors and adjustments of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared type required in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit a year-end closing of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto books will be taken into account in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation calculation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventoryMerger Consideration. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined As promptly as reasonably practicable after the Closing Date as follows: Closing, but in no event later than sixty (i60) Within 30 days after the Closing Date, Parent shall cause the Seller shall Surviving Corporation to prepare and deliver to the Buyer Representative a statement (the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value")Transaction Expenses, which shall be prepared in accordance calculated on a basis consistent with this Agreement, including, as applicable, Exhibit B. (b) The Surviving Corporation and Parent shall (i) permit the Representative and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) of the Surviving Corporation and any successor thereof and shall cooperate with the books and records of Representative in seeking to obtain work papers from the Seller Surviving Corporation pertaining to or used in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance connection with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Post-Closing Adjustment Statement of Working Capital and Fixed Assets, provide the Representative with copies thereof (as reasonably requested by the Representative) and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver provide the Representative and its representatives reasonable access to the Seller, employees and accountants of the Surviving Corporation and any successor thereof as reasonably requested by the Objection Deadline DateRepresentative, either a notice indicating that in each case, in connection with its review of the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed AssetsPost-Closing Adjustment Statement. If the Buyer delivers to Representative disagrees with any part of the Seller a notice accepting Surviving Corporation’s calculation of the Draft Statement of Closing Net Working Capital and Fixed AssetsAdjustment, Closing Indebtedness, Closing Cash or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective Closing Transaction Expenses as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections Post-Closing Adjustment Statement, the Representative shall, within 30 forty-five (45) days after delivery the Representative’s receipt of the Post-Closing Adjustment Statement, notify Parent in writing of such statement disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of objectionsthe Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute. If the Representative does not deliver an Objection Notice and to the extent the Objection Notice does not so dispute items in the Post-Closing Adjustment Statement within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be conclusive, final and binding on all of the parties (in such instance, a “Final Statement”). If an Objection Notice is delivered to Parent, then Parent and the Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, and any such resolution shall be conclusive and binding on all of the parties (in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Objection Notice, Parent or the Representative may submit such remaining disagreements to a nationally recognized certified public accounting firm as is reasonably acceptable to Parent and the Representative (the “Accounting Firm”). Parent and the Representative shall be referred to enter into an engagement letter with the chief financial officers of Rolls-Royce plc Accounting Firm promptly after its retention, which includes customary indemnification and FastenTech other provisions. (each of whom may designate another senior officer of such company to hear such dispute), who c) Parent and the Representative shall use reasonable best efforts to cause the Accounting Firm to resolve such objections. all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within thirty (330) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after its retention. The Accounting Firm shall consider only those items and amounts in the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer Surviving Corporation’s and the Seller shallRepresentative’s respective calculations of the Closing Net Working Capital Adjustment, within 30 days following the expiration of such 30-day periodClosing Indebtedness, engage the Accountant, pursuant Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to an engagement agreement executed by the Buyer, the Seller, which Parent and the Accountant, Representative have been unable to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingagree. In resolving any Unresolved Objectionsdisputed item, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by any either party or less than the smallest value for such item claimed by either party. . The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (5i.e., not on independent review) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue be determined on a ruling that shall include a balance sheetbasis consistent with this Agreement, comprised including, as applicable, Exhibit B. The determination of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections Accounting Firm shall be conclusive and binding upon the Buyer parties hereto and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes shall not be subject to appeal or further review (other than with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any errors in arithmetic calculations) (in such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountantinstance, a “Final Statement”). (7d) The Buyer and the Seller shall share the fees costs and expenses of the Accountant based upon what portion Accounting Firm in determining the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses shall be borne equally by the Surviving Corporation, on the one hand, and the Representative, on behalf of the changes called for Stockholders and the Optionholders (which amount shall be treated as a Representative Expense and paid from the Representative Escrow Account as provided in Section 11.13(e)), on the Buyer's statement other hand. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 is the “Final Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of objections are reflected in this Agreement, “Final Closing Consideration” means (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Closing Balance SheetNet Working Capital Adjustment, as follows: less (1vi) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess Escrow Amount less (if any) of (wvii) the Book Value as shown on the Draft Statement Representative Escrow Amount. For purposes of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over this Agreement, “Post-Closing Adjustment Amount” means (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of Consideration less (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets Closing Consideration (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall which may be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether a positive or negative, is the "Final Adjustment Amount." negative number). Within five (c5) Within 10 business days Business Days after the Final Closing Balance Sheet becomes final Consideration and binding upon the Parties (i) if the Final Post-Closing Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment are finally determined pursuant to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.4.2:

Post-Closing Adjustments. (a) The Initial Sale Price Amberglen Consideration shall be determined adjusted after the Closing Date as follows: (i) Within 30 ninety (90) days after following the Closing Date, the Seller Operating Partnership shall prepare and deliver to Amberglen a statement setting forth a calculation of the Buyer the Draft Statement of aggregate Net Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business Initial Property Owners and the Second City Initial Property Owners (as defined in the Second City Contribution Agreement) as of the close of business 12:01 A.M., New York City time, on the Closing Date (the "Book Value"“Closing Date Net Working Capital”), which calculation shall be prepared in accordance a manner consistent and using the same methodology with the books and records of the Seller in respect of the Business and shall be based upon an unaudited most recent available balance sheet as of that date that is prepared attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP Consistently AppliedGAAP. Seller acknowledges and agrees that Buyer desires that For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice current asset accounts listed on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking Schedule 1.02(b)(i) as of such physical inventorydate, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Buyer Operating Partnership shall deliver to comply with Amberglen’s reasonable requests for supporting documentation used in the Seller, by preparation of the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Closing Date Net Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to access the Draft Statement of Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Closing Balance Sheet. If the Buyer timely objects Resolution Date”): (a) Amberglen’s delivery of a written notice to the Draft Statement Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of Amberglen to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If Amberglen disagrees with the Closing Date Net Working Capital, it may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved supporting documentation as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or requested pursuant to Section 1.6(a)(ii)(B1.02(b)(ii), deliver an Objection Notice setting forth Amberglen’s calculation of the Buyer Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which Amberglen disagrees and the Seller shallitems, within 30 days following the expiration of facts, amounts, calculations, or valuations used to determine such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)line items. Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet Amberglen shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If Amberglen does not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the Final Closing Balance Sheetparties hereto. (6iv) If Amberglen timely delivers an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and Amberglen shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and Amberglen are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and Amberglen shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each Party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, Amberglen and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The resolution Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or Amberglen. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and Amberglen shall execute any agreement required by the Accountant Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and Amberglen shall each bear one-half of the Unresolved Objections shall be conclusive fees and binding upon costs of the Buyer and the Seller. The Buyer and the Seller agree Independent Accounting Firm; provided, however, that the procedure set forth engagement agreement referred to above may require the Operating Partnership and Amberglen to be bound jointly and severally to the Independent Accounting Firm for those fees and costs, and in this Section 1.6(a) for resolving disputes the event Operating Partnership or Amberglen pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party agrees to reimburse Operating Partnership or Amberglen, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and Amberglen with respect to the Draft Statement of Working Capital fees and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling costs of the AccountantIndependent Accounting Firm. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price Total Consideration shall be determined adjusted after the Closing Date as follows: (i) Within 30 ninety (90) days after following the Closing Date, the Seller Operating Partnership shall prepare and deliver to the Buyer Contributors a statement setting forth a calculation of the Draft Statement of aggregate Net Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of the close of business 12:00 A.M., New York City time, on the Closing Date (the "Book Value"“Closing Date Net Working Capital”), which calculation shall be prepared in accordance a manner consistent and using the same methodology with the books and records of the Seller in respect of the Business and shall be based upon an unaudited most recent available balance sheet as of that date that is prepared attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP Consistently AppliedGAAP. Seller acknowledges and agrees that Buyer desires that For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice current asset accounts listed on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking Schedule 1.02(b)(i) as of such physical inventorydate, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Buyer Operating Partnership shall deliver to comply with the Seller, by Contributors’ reasonable requests for supporting documentation used in the Objection Deadline Date, either a notice indicating that preparation of the Buyer accepts the Draft Statement of Closing Date Net Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to access the Draft Statement of Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Resolution Date”): (a) the Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Balance Sheet. Date Net Working Capital; (b) the failure of the Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If the Buyer timely objects to Contributors disagree with the Draft Statement Closing Date Net Working Capital, the Contributors may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved supporting documentation as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or requested pursuant to Section 1.6(a)(ii)(B1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation of the Buyer Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the Seller shallitems, within 30 days following the expiration of facts, amounts, calculations, or valuations used to determine such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) line items. The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet Contributors shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the Final Closing Balance Sheetparties hereto. (6iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and the Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, the Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The resolution Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Accountant Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the Unresolved Objections shall fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be conclusive bound jointly and binding upon severally to the Buyer Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Seller. The Buyer Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes Contributors with respect to the Draft Statement of Working Capital fees and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling costs of the AccountantIndependent Accounting Firm. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) Within 60 days following the Effective Time, the Buyer shall at its expense prepare or cause to be prepared and delivered to the Parent the Preliminary Closing Date Balance Sheet and the calculation of Net Working Capital. The Initial Sale Price Preliminary Closing Date Balance Sheet (1) will present fairly the consolidated financial position of the Fastener Business as of the Closing Date, (2) will be in conformity with GAAP, and (3) will be prepared in a manner consistent with and using the same principles and line items as those set forth on the March Pro Forma Balance Sheet -- As Adjusted, including those principles set forth on Schedule 2.7(a), and no categories of assets or liabilities shall be determined after included on or excluded from the Preliminary Closing Date Balance Sheet that were not included on or excluded from the March Pro Forma Balance Sheet -- As Adjusted except as followsprovided in Sections 2.7(a)(iii), (iv), (v), (vi), (vii), (viii) and (ix) and Schedules 1.93(a), (b) and (c); provided, however, that the following additional principles shall in any event govern the preparation of the Preliminary Closing Date Balance Sheet: (i) Within 30 days after All intradivisional account balances, including receivables and payables, among the Fastener Businesses shall be in balance (i.e., net to zero when consolidated within the Fastener Business) and all Intercompany Accounts payable or receivable shall be settled prior to the Closing Date and no such amounts shall be reflected on the Preliminary Closing Date Balance Sheet. (ii) All inventory shall be valued in a manner consistent with the principles set forth on Schedule 2.7(a). On, or immediately following the Closing Date, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such have physical inventory. (ii) The Buyer shall deliver to the Seller, inventories conducted and observed by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital its representatives and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as representatives of the close Sellers as well as audit testing of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on physical inventory cycle counts at the Buyer's statement expense. The results of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall this activity will be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth reflected on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Preliminary Closing Date Balance Sheet. (6iii) The resolution by In the Accountant of event the Unresolved Objections Parent notifies the Buyer that it intends for the Buyer to assume the Estimated Transferred Fastener Subsidiary Debt pursuant to Section 2.3(b), there shall be conclusive and binding upon included on the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Preliminary Closing Date Balance Sheet, as follows: (1) the Buyer shall be responsible for Sheet an amount equal to the total actual amount of the debt of the Transferred Fastener Subsidiaries as of the Closing Date, plus the amount of all costs associated with the Buyer assuming the debt of the Transferred Fastener Subsidiaries, including, without limitation, interest rate step ups, make whole payments, prepayment penalties and any other payment required to be made upon a "change of control" (the "Actual Transferred Subsidiary Debt"). None of the Actual Transferred Subsidiary Debt shall be recorded on the Preliminary Closing Date Balance Sheet as a "Current Liability" or otherwise included in the calculation of Net Working Capital. (iv) There shall be no cash or cash equivalents recorded on the Preliminary Closing Date Balance Sheet in respect of the United States Fastener Business. In the event there is any cash or cash equivalents on the Fastener Business Books and Records that has not been distributed as of the Closing Date out of the Transferred Fastener Subsidiaries organized in jurisdictions outside of the United States there shall be recorded on the Closing Date Balance Sheet under "Current Assets" the amount of such fees cash and expenses multiplied by a fractioncash equivalents (the "Remaining Cash"); provided, however, the numerator amount of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital such cash and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for cash equivalents shall not be included in the Buyer's statement calculation of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Net Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesCapital. (bv) Upon completion The dollar amount of the Final Overdue Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing Receivables retained by the Seller, and (ii) if Sellers at the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment Closing pursuant to the Buyer by wire transfer Closing Receivables Notice shall be recorded as a separate line item to be part of "current assets" on the Preliminary Closing Date Balance Sheet solely for purposes of ensuring that the Parent does not pay twice for the Overdue Closing Receivables and not for purposes of including such Overdue Closing Receivables in immediately available funds the Fastener Business Assets or Assumed Fastener Business Liabilities. In addition, there shall be no "Allowance for Doubtful Accounts" reserve recorded on the Preliminary Closing Date Balance Sheet. (vi) The amount of the reserve for environmental, health, safety and litigation on the Preliminary Closing Date Balance Sheet shall be equal to an account or accounts designated $8,450,000 but shall not be included in writing by the Buyercalculation of Net Working Capital. (vii) The Multivision Investment, the Other Asset - Purchase Accounting/Restructuring Account and the Other Asset - Cash Clearing Account at Aichach, in either each case under clause (i) or (ii) of this Section 1.6(c)as set forth on Schedule 1.54, in an amount equal to shall not be included on the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Preliminary Closing Date to, but not including, the date of paymentBalance Sheet.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after No later than the 75th day following the Closing Date as follows: (i) Within 30 days after the Closing “Delivery Date”), the Seller shall Purchaser will prepare and deliver to the Buyer Stockholder Representative a consolidated balance sheet of the Draft Amtrol Companies as of the Adjustment Time (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Purchaser’s calculation of the Merger Consideration and each of the components thereof, including a presentation of the calculations of the items comprising the Closing Working Capital, Closing Cash, Company Indebtedness and Company Transaction Expenses as of the Closing Date. Purchaser will prepare the Closing Balance Sheet and the Closing Statement of Working Capital and Fixed Assets(including the determinations included therein) in accordance with Section 3.10(e). The Seller parties hereto acknowledge and agree that no adjustments shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth be made to the Working Capital and Fixed Assets Target. (b) During the sixty (60)-day period immediately following the Stockholder Representative’s receipt of the Business as of the close of business on Closing Balance Sheet and the Closing Statement, or in the event Purchaser shall fail to deliver the Closing Balance Sheet and the Closing Statement on or prior to the Delivery Date (in which case, at the "Book Value")Stockholder Representative’s option, which shall be prepared the Pre-Closing Calculation delivered in accordance with the books and records of the Seller in respect of the Business and shall Section 3.3 will be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet deemed to be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall Estimated Merger Consideration set forth therein will be deemed to be the Final Merger Consideration for all purposes hereof), during the sixty (60)-day period immediately following the Delivery Date, the Stockholder Representative and its representatives (1) will be permitted to review, during normal business hours and upon reasonable notice, the Company’s and Purchaser’s books and records and the working papers (but not the working papers of the Company’s or Purchaser’s accounting firm) that are relevant to the preparation of the Closing Balance SheetSheet and the Closing Statement (including the determinations included therein), and (2) will be given access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting professionals of Purchaser and the Company as are reasonably necessary and relevant to facilitate the Stockholder Representative’s review of the Closing Balance Sheet and the Closing Statement. If The Closing Balance Sheet and the Buyer timely objects Closing Statement (including the determinations included therein) will become final, binding and conclusive upon Purchaser and the Stockholder Representative upon the earliest to occur of: (i) the 60th day following the Stockholder Representative’s receipt thereof, unless Purchaser receives from the Stockholder Representative prior to such 60th day written notice of the Stockholder Representative’s disagreement (a “Dispute Notice”) with any account or determination set forth in the Closing Balance Sheet or the Closing Statement, which Dispute Notice shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “Disputed Items”); (ii) notification by the Stockholder Representative to Purchaser that the Stockholder Representative does not dispute the Closing Balance Sheet and Closing Statement; (iii) in the event that Purchaser shall have failed to deliver the Closing Balance Sheet and the Closing Statement on or prior to the Draft Statement of Working Capital and Fixed AssetsDelivery Date, election by the Stockholder Representative that the Pre-Closing Calculation delivered in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall 3.3 will be deemed to be the Final Closing Balance Sheet.Statement; (6iv) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer date on which Purchaser and the Seller. The Buyer and the Seller agree that the procedure set forth Stockholder Representative resolve in this Section 1.6(a) for resolving disputes writing all differences they have with respect to the Draft Statement of Working Capital and Fixed Assets shall be Disputed Items; and (v) the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling date on which all of the AccountantUnresolved Items are finally resolved in writing by the Independent Accountants in accordance with Section 3.10(c). (7c) The Buyer During the thirty (30) days following delivery of a Dispute Notice, Purchaser and the Seller Stockholder Representative will seek in good faith to resolve in writing any differences that they have with respect to all of the Disputed Items. Any Disputed Item resolved in writing by Purchaser and the Stockholder Representative will be deemed final, binding and conclusive on Purchaser and the Stockholder Representative. Notwithstanding anything in Article X, if Purchaser and the Stockholder Representative do not reach agreement on all of the Disputed Items during such thirty (30)-day period (or such longer period as they shall share mutually agree), then at the end of such thirty (30)-day (or longer) period, Purchaser and the Stockholder Representative will submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to PricewaterhouseCoopers LLP (the “Independent Accountants”) to review and resolve such matters. In the event PricewaterhouseCoopers LLP is unwilling to review and resolve such matters, Purchaser and the Stockholder Representative shall work in good faith to agree upon and engage a suitable accounting firm to fill the role of the Independent Accountants. The Independent Accountants will determine each Unresolved Item (the amount of which may not be more favorable to Purchaser than the related amount reflected in the Closing Statement nor more favorable to the Stockholder Representative than the related amount set forth in the Dispute Notice) in accordance with Section 3.10(e) as promptly as may be reasonably practicable, and Purchaser and the Stockholder Representative will instruct the Independent Accountants to endeavor to complete such process within a period of no more than sixty (60) days. The Independent Accountants may conduct such proceedings as the Independent Accountants believe, in their sole discretion, will assist in the determination of the Unresolved Items; provided, however, that, except as Purchaser and the Stockholder Representative may otherwise agree, all communications between Purchaser and the Stockholder Representative or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating party. For purposes of the review by the Independent Accountants, the Independent Accountants shall make their determination based solely on presentations and supporting material provided by Purchaser and the Stockholder Representative and not pursuant to any independent audit or review. The Independent Accountants’ determination of the Unresolved Items, and the calculation of the Merger Consideration resulting therefrom, will be final, binding and conclusive on Purchaser and the Stockholder Representative, effective as of the date the Independent Accountants’ written determination is received by Purchaser and the Stockholder Representative. Each of Purchaser and the Stockholder Representative will bear its own legal, accounting and other fees and expenses of participating in such dispute resolution procedure. The fees and expenses of the Accountant based upon what Independent Accountants incurred pursuant to this Section 3.10(c) (the “Accounting Fees”) shall be allocated between Purchaser, on the one hand, and the Stockholder Representative, on the other hand, as follows: a portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount Accounting Fees equal to the total amount product of such fees the Accounting Fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all aggregate dollar amount of the changes called for Disputed Items resolved by the Independent Accountants in the Buyer's statement favor of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, Purchaser and the denominator of which is the excess aggregate dollar amount of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes Disputed Items submitted to the Book Value requested by BuyerIndependent Accountants for resolution, except the Unresolved Objections); and (2) the Seller shall be responsible for allocated to the balance of such fees Stockholder Representative, and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" remainder shall be allocated to Purchaser (in each case as finally determined as follows:by the Independent Accountants). (i) Subject to Section 3.10(f), upon final determination of the Merger Consideration pursuant to Section 3.10(b) or Section 3.10(c) (as applicable) (the “Final Merger Consideration”), if the Book Value as shown on Estimated Merger Consideration exceeds the Final Closing Balance Sheet is less than Estimated Closing Book ValueMerger Consideration, the Initial Sale Price Stockholder Representative and Purchaser shall be decreased within three (3) Business Days of the determination of the Final Merger Consideration issue joint written instructions directing the Escrow Agent to pay to Purchaser the amount of such excess out of the Adjustment Escrow Account by wire transfer of immediately available funds to the account specified by Purchaser; provided, however, that if the amount of such difference; andexcess is greater than the amount of the Adjustment Escrow Amount, then the Stockholder Representative and Purchaser shall issue joint written instructions directing the Escrow Agent to pay the amount of such shortfall out of the Indemnification Escrow Account by wire transfer of immediately available funds to the account specified by Purchaser. (ii) if the Book Value as shown on If the Final Closing Balance Sheet Merger Consideration exceeds the Estimated Closing Book ValueMerger Consideration, Purchaser will pay to the Paying Agent for deposit into the Payment Fund, the Initial Sale Price shall amount of such excess, which amount will thereafter be increased by such excess amount. The cumulative net adjustment promptly distributed to the aggregate Purchase Price Company Securityholders in accordance with Section 2.4 and the written instructions of the Stockholder Representative. Any amount payable by Purchaser to the Paying Agent pursuant to clauses this Section 3.10(d)(ii) will be paid within three (i3) through (ii) above, whether positive or negative, is Business Days of the "Final Adjustment Amount." (c) Within 10 business days after determination of the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller Merger Consideration by wire transfer in of immediately available funds funds. (iii) (1) No later than the 100th day following the Closing Date, Purchaser shall prepare and deliver to an account the Stockholder Representative a written statement of the amount of Pre-Closing Tax Liabilities paid on or accounts designated in writing prior to, or expected to be paid after, such date, together with a statement setting forth Purchaser’s calculation of such amount. In the event that the Stockholder Representative reasonably disagrees with any aspect of such computation and provides written notice of such disagreement (a “Tax Objection Notice”) to Purchaser within ten (10) Business Days after receipt of such computation (the “Objection Deadline”), time being of the essence, any disagreement which is not resolved by mutual agreement of Purchaser and the Stockholder Representative within ten (10) Business Days following the Stockholder Representative’s delivery of the Tax Objection Notice will be resolved by the SellerIndependent Accountants in accordance with the same rules and procedures set forth in Section 3.10(c), whose resolution shall be final, binding and conclusive on the parties hereto. Purchaser and the Stockholder Representative will instruct the Independent Accountants to endeavor to complete such process within a period of no more than sixty (ii60) if days. The fees of the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller Independent Accountants shall make a cash payment be allocated pursuant to the Buyer by wire transfer procedure set forth in immediately available funds to an account or accounts designated in writing Section 7.4(a)(i). In the event that Purchaser does not receive such written notice from the Stockholder Representative by the BuyerObjection Deadline, in either case under clause then Purchaser’s computation of the Pre-Closing Tax Liabilities shall be final. No later than two (i2) or (ii) Business Days following the date on which the amount of the Pre-Closing Tax Liabilities is been finalized pursuant to this Section 1.6(c3.10(d)(iii)(1), in an amount equal Purchaser and the Stockholder Representative will issue a joint written instruction to the sum of (X) Escrow Agent, to pay to Purchaser any such Pre-Closing Tax Liabilities for which Purchaser has not previously received payment from the Final Company Securityholders through payment from the Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Escrow Account or offset against Post-Closing Date to, but not including, the date of paymentPayments as provided in Section 3.10(f).

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: Within ninety (i90) Within 30 days after following the Closing Date, the Seller Parent shall prepare and deliver to the Buyer Stockholder (i) an unaudited consolidated balance sheet of the Draft Statement Company (the “Closing Balance Sheet”), and (ii) a statement in the form of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets Sample Adjustment Calculation setting forth the Parent’s calculation of Closing Net Working Capital, Net Closing Indebtedness (and the Equity Value of the Company, Net Working Capital Adjustment, and Fixed Assets of the Business Final Merger Consideration resulting therefrom), in each case (i) as of the close of business on Adjustment Calculation Time, (ii) using the Closing Date line-items set forth on, and in the form attached hereto, as the Sample Adjustment Calculation and (iii) calculated in accordance with the Accounting Principles (the "Book Value"“Closing Statement”), which . The Closing Balance Sheet and Closing Statement shall be prepared in accordance with the books definitions in this Agreement and records the Accounting Principles. Parent shall not amend, supplement or modify the Closing Balance Sheet or the Closing Statement following its delivery to the Stockholder. (b) During the forty-five (45) days immediately following the Stockholder’s receipt of the Seller in respect Closing Balance Sheet and the Closing Statement and any period of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter dispute with respect thereto thereafter, Parent shall, and shall cause the Company to (i) provide the Stockholder and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company for purposes of their review of the Closing Balance Sheet and the Closing Statement, and (ii) reasonably cooperate with the Stockholder and its representatives in connection with such review, including providing on a timely basis all other information necessary or useful in connection with the form customarily review of the Closing Balance Sheet and the Closing Statement as is reasonably requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on Stockholder or no more than three days before its representatives. (c) The Closing Balance Sheet, the Closing Date for Statement and the purpose of assisting in the preparation of the Draft Statement of resulting Closing Net Working Capital and Fixed Assets, Net Closing Indebtedness (and the Buyer Equity Value of the Company, the Net Working Capital Adjustment and their respective independent auditors the Final Merger Consideration resulting therefrom) shall have become final and binding upon the right parties forty-five (45) days following the Stockholder’s receipt thereof unless the Stockholder gives written notice of its disagreement (a “Notice of Disagreement”) to observe Parent prior to such date; provided that the taking Closing Balance Sheet, the Closing Statement and the resulting Closing Net Working Capital, Closing Cash and Net Closing Indebtedness (and the Equity Value of such physical inventorythe Company, the Net Working Capital Adjustment and the Final Merger Consideration) shall become final and binding upon the parties upon the Stockholder’s delivery, prior to the expiration of the forty-five (45) day period, of written notice to Parent of its acceptance of the Closing Balance Sheet and the Closing Statement. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted and any proposed adjustments to the Closing Statement. (iid) The Buyer shall deliver to the Seller, If a timely Notice of Disagreement is delivered by the Objection Deadline DateStockholder, either a notice indicating that then the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If Sheet and the Buyer timely objects to the Draft Closing Statement of Working Capital and Fixed Assets, (as revised in accordance with this Section 1.6(a2.05(d), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of resulting Closing Net Working Capital and Fixed Assets, a copy Net Closing Indebtedness (and the Equity Value of the statement of objections delivered by Company, the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer Net Working Capital Adjustment and the Seller Final Merger Consideration resulting therefrom), shall become final and by binding upon the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party parties on the same day), within 45 days after the date earlier of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by the principles set forth in this Section 1.6, Stockholder and Parent and (ii) the date any and all matters specified in the Notice of Disagreement not resolved by the Stockholder and Parent are finally resolved in writing by the Arbiter. The Closing Balance Sheet and the Closing Statement shall further limit its review be revised to whether the Draft Statement of Working Capital extent necessary to reflect any resolution by the Stockholder and Fixed Assets contained mathematical errors Parent and was calculated any final resolution made by the Arbiter in accordance with this Section 1.6 2.05(d). During the thirty (30) days immediately following the delivery of a Notice of Disagreement or such longer period as the Stockholder and Parent may agree in writing, the Stockholder and Parent shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions related thereto shall (iiiunless otherwise agreed by Parent and the Stockholder) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such thirty (30) day period, the Stockholder and Parent shall submit to a nationally-recognized, independent firm with expertise in resolving disputes of this nature to be mutually agreed by the Stockholder and Parent acting reasonably (the “Arbiter”) for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Disagreement. Parent and the Stockholder shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the items included in the Closing Balance Sheet and the Closing Statement (to the extent such amounts are in dispute) in accordance with the methodologies and procedures set forth in this Agreement. Parent and the Stockholder will cooperate with the Arbiter during the term of its engagement. Parent and the Stockholder shall instruct the Arbiter not to, and the Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item claimed assigned by any party Parent, on the one hand, or the Stockholder, on the other hand, or less than the smallest value for such item claimed assigned by either party. (5) Within 90 days after Parent, on the date of its engagement hereunderone hand, or the Accountant shall determine whether Stockholder, on the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer other hand. Parent and the Seller and pursuant to Stockholder shall also instruct the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer Arbiter to, and the Seller. The Buyer Arbiter shall, make its determination based solely on written submissions by Parent and the Seller agree Stockholder and their respective Representatives that are in accordance with the procedure guidelines and procedures set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance SheetAgreement, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller Arbiter shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final not perform any independent review. The Closing Balance Sheet, the "Initial Sale Price" Closing Statement and the resulting Closing Net Working Capital and Net Closing Indebtedness (and the Equity Value of the Company, the Net Working Capital Adjustment and the Final Merger Consideration resulting therefrom) shall become final and binding on the parties hereto on the date the Arbiter delivers its final resolution in writing to Parent and the Stockholder (which final resolution shall be determined as follows:requested by the parties to be delivered not more than thirty (30) days following submission of such disputed matters), and such resolution by the Arbiter shall not be subject to court review or otherwise appealable, absent Arbiter’s manifest error. The fees, costs and expenses of the Arbiter incurred pursuant to this Section 2.05(d) shall be borne 50% by Parent, on the one hand, and 50% by the Stockholder, on the other hand. (e) If (x) the Closing Merger Consideration plus the Indemnity Escrow Shares paid to the Indemnity Escrow at Closing is less than (y) subpart (i) if the Book Value as shown on of the Final Merger Consideration (such shortfall, the “Shortfall Share Amount”), then Parent shall, within five (5) Business Days after the Closing Balance Sheet is less than Estimated and the Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes Statement become final and binding upon on the Parties parties pursuant to this Section 2.05, (iA) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment deliver certificates representing that number of Parent Common Stock equal to the Seller Shortfall Share Amount (based on a value per share of Parent Common Stock equal to the Parent Share Price), (B) deliver by wire transfer in immediately available funds to an account (or accounts designated in writing other alternative delivery arrangement mutually agreed by the SellerStockholder and Parent in writing) an amount in cash sufficient to pay any Fractional Share Cash and (C) Stockholder and Parent shall jointly instruct the Escrow Agent to deliver to Stockholder all of the shares of Parent Common Stock held in the Adjustment Escrow Account. (f) If (x) the Closing Merger Consideration plus the Indemnity Escrow Shares paid to the Indemnity Escrow at Closing is greater than (y) subpart (i) of the Final Merger Consideration (such excess, the “Overpayment Share Amount”), then (A) Stockholder and Parent shall jointly instruct the Escrow Agent, within five (5) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties pursuant to this Section 2.05, to deliver to Parent that number of shares of Parent Common Stock equal to the Overpayment Share Amount to Parent, and (iiB) if to the Final Adjustment extent the Overpayment Share Amount results in a decrease is greater than the number of shares of Parent Common Stock held in the Initial Sale PriceAdjustment Escrow Account, Stockholder and Parent shall jointly instruct the Seller shall make a cash payment Escrow Agent, within five (5) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties pursuant to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c2.05, to deliver to Parent that number of shares of Parent Common Stock equal to such difference from the Indemnification Escrow Account. Following such payment(s), Stockholder and Parent shall jointly instruct the Escrow Agent to deliver to Stockholder all of the remaining shares of Parent Common Stock held in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date toEscrow Account, but not including, the date of paymentif any.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined As promptly as practicable after the Closing Date as follows: Closing, but in no event later than sixty (i60) Within 30 days after the Closing Date, Parent shall cause the Seller shall Surviving Corporation to prepare and deliver to the Buyer Representative a statement (the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Merger Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value")Transaction Expenses, which shall be prepared in accordance calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A. (b) The Surviving Corporation and Parent shall, upon reasonable prior notice, (i) permit the Representative and its representatives to have reasonable access during normal business hours to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc., subject to execution of customary work paper access letters if requested by the accountants of the Surviving Corporation or Parent) and shall cooperate with the books and records of Representative in seeking to obtain work papers from the Seller Surviving Corporation pertaining to or used in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance connection with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Post-Closing Adjustment Statement of Working Capital and Fixed Assets, provide the Representative with copies thereof (as reasonably requested by the Representative) and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver provide the Representative and its representatives reasonable access to the Seller, employees and accountants of Parent and its Subsidiaries as reasonably requested by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed AssetsRepresentative. If the Buyer delivers to Representative disagrees with any part of the Seller a notice accepting Surviving Corporation’s calculation of the Draft Statement of Closing Net Working Capital and Fixed AssetsAdjustment, Closing Indebtedness, Closing Cash or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective Closing Transaction Expenses as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections Post-Closing Adjustment Statement, the Representative shall, within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rollsforty-Royce plc and FastenTech five (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (345) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral Representative’s receipt of the Post-Closing Adjustment Statement, notify Parent in writing of such objections to disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), Post-Closing Adjustment Statement are being disputed and describe the Buyer and basis for such dispute. If the Seller shall, Representative does not deliver an Objection Notice within 30 days following the expiration of such 30forty-five (45) day period, engage then the AccountantPost-Closing Adjustment Statement shall be conclusive, pursuant final and binding on all of the parties (in such instance, a “Final Statement”). If an Objection Notice is delivered to an engagement agreement executed by Parent, then Parent and the BuyerRepresentative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital Adjustment, the SellerClosing Indebtedness, Closing Cash and/or Closing Transaction Expenses, and any such resolution shall be conclusive and binding on all of the Accountantparties (in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve any all such disagreements within thirty (30) days after Parent’s receipt of such Objection Notice, Parent or the Representative may submit such remaining objections set forth on disagreements to a nationally recognized certified public accounting firm as is reasonably acceptable to Parent and the Buyer's statement of objections Representative (the "Unresolved Objections"“Accounting Firm”). (4c) The Buyer Parent and the Seller Representative shall jointly submit instruct the Accounting Firm to resolve all remaining disagreements with respect to the Accountantcomputation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within 10 thirty (30) days after its retention. The Accounting Firm shall consider only those items and amounts in the date Surviving Corporation’s and the Representative’s respective calculations of the engagement Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree (it being understood and agreed that all other items which are not the subject of objections in the Objection Notice shall be conclusive, final and binding on all of the Accountant (as evidenced by the date of the engagement agreementparties), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objectionsdisputed item, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by any either party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised . The Accounting Firm’s determination of the Draft Statement of Closing Net Working Capital and Fixed Assets Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as adjusted pursuant to any resolutions to objections agreed upon applicable, shall be based solely on written materials submitted by the Buyer Parent and the Seller Representative (i.e., not on independent review) and pursuant to on the Accountant's resolution definitions set forth in this Agreement. The determination of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections Accounting Firm shall be conclusive and binding upon the Buyer parties hereto and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes shall not be subject to appeal or further review (other than with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any errors in arithmetic calculations) (in such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountantinstance, a “Final Statement”). (7d) The Buyer and the Seller shall share the fees costs and expenses of the Accountant based upon what portion Accounting Firm shall be borne by the Surviving Corporation in the proportion that the aggregate dollar amount of the changes called for items that are successfully disputed by the Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm and by the Representative (which amount shall be treated as a Representative Expense and paid from the Escrow Account as provided in Section 11.13) in the Buyer's statement proportion that the aggregate dollar amount of objections the disputed items that are reflected unsuccessfully disputed by the Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 shall be the “Final Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Closing Balance SheetNet Working Capital Adjustment, as follows: less (1vi) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fractionEscrow Amount, the numerator of which is the excess less (if any) of (wvii) the Book Value as shown on the Draft Statement Indemnity Escrow Amount. For purposes of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over this Agreement, “Post-Closing Adjustment Amount” means (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of Merger Consideration less (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets Closing Merger Consideration (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall which may be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether a positive or negative, is the "Final Adjustment Amount." negative number). Within five (c5) Within 10 business days Business Days after the Final Closing Balance Sheet becomes final Merger Consideration and binding upon the Parties (i) if the Final Post-Closing Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment are finally determined pursuant to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.4.2:

Post-Closing Adjustments. (a) The Initial Sale Price Within 60 days following the Closing, Purchaser shall cause to be determined after the Closing Date as follows: prepared, and deliver to Seller (i) Within 30 days after the Closing Date, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets an audited consolidated balance sheet of the Business Company as of the close of business on the Closing Date (the "Book ValueClosing Balance Sheet"), which shall be prepared in accordance ) together with the books and records a --------------------- report thereon of the Seller in respect of Purchaser's accountants stating that the Business and shall be based upon an unaudited balance sheet as of that date that is Closing Balance Sheet was prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLPand, and agrees to cooperate if not inconsistent with Ernst & Young LLP's audit of the balance sheetGAAP, including by providing to Ernst & Young LLP in a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller manner consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement Balance Sheet and using the same accounting policies, principles and practices that were used by the Company to prepare the Balance Sheet without any changes or modifications, which shall set forth the consolidated assets and liabilities of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking Company as of such physical inventory. date; and (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as Purchaser's determination of the close of business on the Objection Deadline DateClosing Net Asset Value, the Draft Statement of Working Capital and Fixed Assets which shall be deemed to be derived from the Final Closing Balance Sheet. If The Closing Balance Sheet shall be prepared by a nationally recognized firm of independent public accountants other than PricewaterhouseCoopers LLP and all of the Buyer timely objects costs and expenses relating to the Draft Statement preparation of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections the Closing Balance Sheet shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objectionsborne solely by Purchaser. (2b) If the Buyer Seller and the Seller do not reach a resolution of all objections set forth on the BuyerSeller's statement of objections within 30 days after delivery of such statement of objectionsaccountants shall, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral delivery by Purchaser of such objections the Closing Balance Sheet, complete their review of the Closing Balance Sheet and the Closing Net Asset Value. In the event that Seller determines that the Closing Balance Sheet or the Closing Net Asset Value has not been determined on the basis set forth in Section 2.3(a) hereof, Seller shall so inform Purchaser in writing (the "Seller's Objection"), setting forth a specific ------------------ description of the basis of Seller's Objection and the adjustments to the senior officers designated in Closing Balance Sheet and/or the Closing Net Asset Value which Seller believes should be made, on or pursuant to Section 1.6(a)(ii)(B), before the Buyer and the Seller shall, within 30 days following the expiration last day of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, . Purchaser shall then have 30 days from receipt of the Seller, 's Objection to review and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer respond to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the 's Objection. If Seller and by the senior officers designated in or pursuant Purchaser are unable to Section 1.6(a)(ii)(B). Each resolve all of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes disagreements with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling determination of the Accountant. foregoing items within 10 days following the completion of Purchaser's review of Seller's Objection, they shall refer their remaining differences to a nationally recognized firm of independent public accountants other than PricewaterhouseCoopers LLP or, if such firm or its successor has had any significant business relationships with Seller, Purchaser or their respective Affiliates within the last two years, another nationally recognized firm of independent public accountants as to which Seller and Purchaser mutually agree (7) The Buyer and the Seller shall share "CPA Firm"), who shall, determine on the fees and expenses basis of the Accountant based upon what portion of the changes called for standard set forth in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.-------- Section

Post-Closing Adjustments. (a) The Initial Sale Price Within ninety (90) days after the Principal Closing Date, Buyer shall be determined after prepare and deliver to Sellers a proposed final statement (the “Fiduciary Adjustment Statement”) reflecting Buyer’s calculation of the Closing Date Unrestricted Fiduciary Cash (as followsmay be adjusted pursuant to this Section 2.11, the “Final Unrestricted Fiduciary Cash”). (b) Within one hundred eighty (180) days after the Principal Closing Date, Buyer shall prepare and deliver to Sellers a proposed final closing statement (the “Final Closing Statement”) reflecting Buyer’s calculation of: (i) Within 30 days after the Closing DateDate Cash, the Seller shall prepare and deliver to the Buyer the Draft Statement of Closing Date Net Working Capital and Fixed AssetsClosing Date Indebtedness; (ii) the difference between the Preliminary Upfront Purchase Price and the final Upfront Purchase Price shown on the Final Closing Statement (by substituting the Closing Date Cash, Closing Date Net Working Capital, Closing Date Indebtedness shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (iii) the resulting final Upfront Purchase Price (as may be adjusted pursuant to this Section 2.11, the “Final Upfront Purchase Price”). (c) The Final Closing Statement and the Fiduciary Adjustment Statement shall be prepared in good faith and in accordance with the Accounting Principles and the definitions contained herein. The Seller shall prepare Nothing in this Section 2.11 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Business Financial Data, or any actual or alleged failure of the Business as of the close of business on the Closing Date (the "Book Value"), which shall Financial Data to be prepared in accordance with GAAP. Buyer shall not be permitted to introduce accounting principles, procedures, policies, practices, estimates, judgments or methodologies that are inconsistent with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting Accounting Principles in the preparation of the Draft Final Closing Statement or the determination of Closing Date Net Working Capital Capital, Closing Date Cash or Closing Date Indebtedness. (d) Sellers may dispute Buyer’s calculation of the Final Closing Statement (or any element thereof) or the Fiduciary Adjustment Statement by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement (the “Notice of Objection”), within sixty (60) days after Sellers’ receipt of the Final Closing Statement or within fifteen (15) days of Sellers’ receipt of the Fiduciary Adjustment Statement, as applicable. Any item or amount as to which no dispute is raised in the Notice of Objection shall be final, conclusive and Fixed Assetsbinding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Notice of Objection. In the event that Sellers do not deliver a Notice of Objection to Buyer within such sixty (60) or fifteen (15) day period, as applicable, Sellers shall be deemed to have accepted Buyer’s calculation of the items set forth in the Final Closing Statement or Fiduciary Adjustment Statement, as applicable. In connection with the review by Sellers of the Final Closing Statement and Fiduciary Adjustment Statement, Buyer shall (i) permit Sellers and their Representatives to have reasonable access (subject to the execution of customary work paper access letters, if requested) to the books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to the preparation of the Final Closing Statement or Fiduciary Adjustment Statement, as applicable and the calculation of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness and Closing Date Unrestricted Fiduciary Cash and (ii) provide Sellers and their Representatives reasonable access to employees and accountants (subject to the execution of customary access letters, if requested) of Buyer and the Transferred Entities as reasonably requested by Sellers to verify the accuracy of the Final Closing Statement or Fiduciary Adjustment Statement, as applicable (and, in each case, the elements thereof). Buyer shall use reasonable best efforts to cause the employees and accountants of Buyer and the Transferred Entities to cooperate in all reasonable respects with Sellers and their Representatives in connection with their review of such work papers and other documents and information relating to the calculation of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Unrestricted Fiduciary Cash, and Closing Date Indebtedness, as Sellers may reasonably request and that are available to Buyer and its Affiliates, including the Transferred Entities, or any of their respective accountants. In the event that a Notice of Objection is timely delivered, Buyer and Sellers shall use their respective good faith efforts for a period of forty five (45) days after Buyer’s receipt of the Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (e) If Buyer and Sellers are unable to resolve such disagreements within such forty five (45) day period (or such longer period as the Parties shall have agreed in writing), then KPMG LLP (or such other independent accounting firm of recognized international standing as may be mutually selected by Buyer and Sellers) (the “Independent Firm”) shall be appointed, acting as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case shall the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. If KPMG LLP is unwilling or unable to serve in such capacity and the Parties are not able to mutually select an alternative independent accounting firm that is willing and able to serve in such capacity, then Sellers shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of internationally recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as the Independent Firm. (f) Buyer and Sapphire shall instruct the Independent Firm to determine as promptly as practicable, and in any event within sixty (60) days after the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, and the Buyer written presentations by Sellers and their respective Buyer, and not on an independent auditors shall have the right review, whether and to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections what extent (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be calculations set forth in the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assetsor Fiduciary Adjustment Statement, in accordance with this Section 1.6(a)as applicable, such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingrequire adjustment. In resolving any Unresolved ObjectionsItem, the Accountant Independent Firm (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall may not assign a value to any item greater than the greatest value for such item claimed by any party Sellers or Buyer or less than the smallest value for such item claimed by either party. Sellers or Buyer, (5ii) Within 90 days may not take oral testimony from the Parties or any other Person and (iii) shall not consider any facts that have occurred after the date Principal Closing. Sellers and Buyer shall give each other copies of its engagement hereunder, any written submissions at the Accountant shall determine whether the objections raised by the Buyer same time as they are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant submitted to the Accountant's resolution Independent Firm. Buyer shall bear and pay a percentage of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount Independent Firm that is equal to the percentage of the total dollar amount of such changes to the Final Upfront Purchase Price proposed by Sellers that are successful, and Sellers shall bear and pay a percentage of the fees and expenses multiplied of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Upfront Purchase Price proposed by Sellers that are not successful, in each case, as determined by the Independent Firm. The determination of the Independent Firm shall be set forth in a fractionwritten statement delivered to the Parties and shall be final, the numerator of which is the excess (if any) of (w) the Book Value as shown conclusive and binding on the Draft Statement Parties, absent fraud or manifest error. (g) All discussions and negotiations pursuant to this Section 2.11 shall be treated as compromise and settlement negotiations for purposes of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all Rule 408 of the changes called for in Federal Rules of Evidence and comparable rules of evidence of any Governmental Authority. (h) Neither Buyer nor Sapphire may disclose to the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance SheetIndependent Firm, and the denominator Independent Firm may not consider for any purpose, any settlement discussions or settlement offers made by or on behalf of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital either Buyer or Sapphire unless otherwise agreed by Buyer and Fixed Assets (after adjusting the Draft Statement of Working Capital Sapphire, and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes there shall be no ex parte communications with respect to the Book Value requested by Buyer, except matters contemplated hereby between the Unresolved Objections); Independent Firm and (2) the Seller shall be responsible for the balance of such fees and expenseseither Buyer or Sapphire. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if If the Book Value as shown on Closing Date Unrestricted Fiduciary Cash is greater than the Final Unrestricted Fiduciary Cash, Sapphire shall, or shall cause the other Sellers to, promptly pay such difference to Buyer, in cash. If the Closing Balance Sheet Date Unrestricted Fiduciary Cash is less than Estimated Closing Book Valuethe Final Unrestricted Fiduciary Cash, the Initial Sale Price Buyer shall promptly pay such excess to Sellers, in cash. Any payment pursuant to this Section 2.11(i) shall be decreased made by such difference; and (ii) if Buyer or Sellers, as the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Valuecase may be, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in of immediately available funds within five (5) Business Days to an such account or accounts of Buyer or Sapphire, as applicable, as may be designated by Buyer or Sapphire, as applicable, in writing by writing. (j) If the Seller, and (ii) if Preliminary Upfront Purchase Price is greater than the Final Adjustment Amount results in a decrease in the Initial Sale Upfront Purchase Price, Sapphire shall, or shall cause the Seller other Sellers to, promptly pay such difference to Buyer, in cash. If the Preliminary Upfront Purchase Price is less than the Final Upfront Purchase Price, Buyer shall make a cash promptly pay such excess to Sellers, in cash. Any payment pursuant to this Section 2.11(j) shall be made by Buyer or Sellers, as the Buyer case may be, by wire transfer in of immediately available funds within five (5) Business Days to an such account or accounts of Buyer or Sellers, as applicable, as may be designated in writing by the BuyerBuyer or Sellers, as applicable, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentwriting.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 60 days after the Closing Date, the Seller Buyer shall prepare and deliver to the Buyer Seller statements showing, as at the Draft Statement Effective Date, the actual amount (or, as applicable, the amount conclusively established by definition) of: (i) the “Total Working Capital” (consisting of the actual Hotel Working Capital and Fixed Assetsthe actual Seller Working Capital, with the latter to be supplied by the Seller not less than 45 days after the Closing Date, accompanied by a certificate of an officer of the Seller with knowledge of the matter, stating that to the best of such officer’s knowledge, the Seller Working Capital is true, complete and accurate in all material respects); (ii) the amount of aggregate expenditures on Miscellaneous Operating Supplies at each of the Hotels from January 1, 2005 through the Effective Date; (iii) the Capital Expenditures in respect of the Target North American Capex Amount; (iv) the Capital Expenditures in respect of the Target Foreign Capex Amount; (v) the PIP Expenditures and (vi) the Cash True-Up (the statements in clauses (i) through (vi) collectively, the “Closing Statements”). The Seller Closing Statements shall prepare be presented in the Draft same manner as the estimates prepared by the Buyer for each (except that the Closing Statement of for the Total Working Capital and Fixed Assets setting forth shall include the Seller Working Capital as aforesaid and Fixed Assets that there shall be no estimate in respect of the Business as Cash True-Up), and shall be accompanied by a certificate of an officer of the close Buyer with knowledge of business on the matter, stating that to the best of such officer’s knowledge, each Closing Date Statement is true, complete and accurate in all material respects (the "Book Value"), which shall be prepared in accordance except with the books and records of respect to information furnished by the Seller in respect of the Business Seller Working Capital). The Seller and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors its Representatives shall have the right right, at the Seller’s expense, to observe the taking of such cut-off procedures and physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or inventory count as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (Effective Date at each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesHotel. (b) Upon Within ten (10) days of the delivery of the Closing Statements, the Seller and the Buyer shall submit the Closing Statements and Closing Management Fee Statement to the Accounting Firm. The Accounting Firm shall be engaged by both the Seller and the Buyer to perform procedures and render its report with respect to the Closing Statements and the Closing Management Fee Statement, and they shall each pay for one-half of the Accounting Firm’s fees and expenses. With respect to the Closing Statements, the Accounting Firm shall undertake the procedures outlined by the parties on Schedule 3.3(b), and any such other procedures as may be agreed by the parties and the Accounting Firm, to verify whether such items were prepared in accordance with the terms of this Agreement. With respect to the Management Fees reflected on the Closing Management Fee Statement, the Accounting Firm shall verify the mathematical computation of such fees. With respect to the Reimbursables reflected on the Closing Management Fee Statement, the Accounting Firm shall verify the mathematical computation thereof and shall examine the back-up documentation for the Reimbursables maintained at the Hotels. If the Accounting Firm determines that any adjustments or corrections are required to the Closing Statements or the Closing Management Fee Statement, it shall make adjustments thereto as it, in its sole discretion, deems appropriate. The Seller and Buyer shall, and the Buyer shall cause the management of each Hotel to, cooperate fully with the Accounting Firm, and each party shall afford the Accounting Firm access to its books and records and employees, as the Accounting Firm deems necessary or desirable for the completion of its report. Each party shall have access to the Final Closing Balance Sheet, workpapers and personnel of the "Initial Sale Price" Accounting Firm to review and discuss the Accounting Firm’s work and determinations. The determinations of the Accounting Firm shall be determined as follows: (i) if binding on both the Book Value as shown on Seller and the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment AmountBuyer." (c) Within 10 business days after five (5) Business Days of the Final Closing Balance Sheet becomes Accounting Firm’s delivery of its final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Pricereport, the Buyer Seller or the Buyer, as the case may be, shall make a cash payment to the Seller transfer by wire transfer of United States dollars in immediately available funds to an a bank account or accounts designated in writing by the Seller, and (ii) if other party the Final Adjustment Amount results in a decrease in difference between the Initial Sale Price, the Seller shall make a cash payment adjustments made to the Buyer by wire transfer in immediately available funds Unadjusted Purchase Price (pursuant to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c3.2(c), above) and the final determination of the Accounting Firm as set forth in an amount equal Section 3.3(b), above. The interest on such sums shall accrue from the Effective Date to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentsuch payment(s) at the Closing Interest Rate.

Post-Closing Adjustments. (a) The Initial Sale Price Not less than five (5) business days prior to the scheduled Closing Date, the Company shall be determined after the deliver to Buyer an estimated Closing Date Balance Sheet. The Closing Date Balance Sheet shall present fairly, on a good faith basis, the estimated financial position of the Network Business as follows: (i) Within 30 days after of the Closing Date, the Seller shall prepare and deliver subject to the Buyer GAAP Exceptions and the Draft Statement Closing Date Balance Sheet Exceptions. Such Closing Date Balance Sheet shall serve as the basis for the estimate of the Net Working Capital and Fixed Assets. The Seller shall prepare as of Closing for purposes of calculating the Draft Statement of Working Capital and Fixed Assets setting forth Total Consideration on the Working Capital and Fixed Assets Closing Date. (b) Within ninety (90) days of the Closing Date, Buyer shall cause to be prepared and delivered to Stockholder an updated unaudited combined balance sheet of the Network Business as of the close of business on the Closing Date (the "Book Value"), which shall be “Post-Closing Balance Sheet”) prepared in accordance a manner consistent with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLPBalance Sheet, and agrees subject to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for Balance Sheet Exceptions, together with Buyer’s calculation of the purpose Net Working Capital as of assisting the Closing Date. (c) Stockholder shall have thirty (30) days following the date of delivery by Buyer to Stockholder of the Post-Closing Balance Sheet to provide Buyer with a written certificate confirming that the Net Working Capital as set forth in the Post-Closing Balance Sheet is correct (the “Confirmation Certificate”) or notifying Buyer in writing of any good faith reasonable objections to the calculation of the Net Working Capital as set forth on the Post-Closing Balance Sheet (a “Balance Sheet Dispute Notice”), setting forth a reasonably specific and detailed description of such objections. If a Confirmation Certificate is delivered by Stockholder pursuant to this Section 3.4(c), then the Net Working Capital calculated by Buyer in connection with the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets Post-Closing Balance Sheet shall be deemed to be final and binding on the Final parties to this Agreement. During the 30-day period immediately following Stockholder’s receipt of the Post-Closing Balance Sheet. If the Buyer timely objects , Stockholder shall be permitted to review Buyer’s working papers related to the Draft Statement preparation of the Post-Closing Balance Sheet and determination of the Net Working Capital. (d) If Stockholder shall object to the Post-Closing Balance Sheet or Buyer’s calculation of the Net Working Capital as reflected in the Balance Sheet Dispute Notice, a representative of Buyer, on the one hand, and Fixed AssetsStockholder, on the other, shall attempt in good faith to resolve any such objections within ten (10) business days of the receipt by Buyer of the Balance Sheet Dispute Notice. (e) If Stockholder and Buyer shall be unable to resolve any such dispute within the ten (10) business day period, Stockholder and Buyer (either together or separately) shall be entitled to submit the dispute to a mutually agreed upon independent accounting firm (the “Independent Accountant”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Independent Accountant shall make a final determination of the Net Working Capital to the extent such amount is in dispute, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer the guidelines and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections procedures set forth in this Agreement. Each of Stockholder, on the one hand, and Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements on the other hand, shall, and shall be referred cause their respective Representatives to provide full cooperation to the chief financial officers of Rolls-Royce plc Independent Accountant. The Independent Accountant shall (i) act in its capacity as an expert and FastenTech not as an arbitrator, (each of whom may designate another senior officer of ii) limit its review to such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on items and calculations as were addressed in the Buyer's statement of objections Balance Sheet Dispute Notice that have not been resolved by the parties and any factual or mathematical errors contained in the information provided to or by Buyer and (iii) be instructed to reach its conclusions regarding any such dispute within 30 thirty (30) days after the referral its appointment and provide a written explanation of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingits decision. In resolving any Unresolved Objectionsmatters in dispute, the Independent Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall may not assign a value to any item in dispute greater than the greatest value for such item claimed assigned by any party Buyer, on the one hand, or Stockholder, on the other hand, or less than the smallest value for such item claimed assigned by either party. (5) Within 90 days after Buyer, on the date of its engagement hereunderone hand, or Stockholder, on the Accountant shall determine whether the objections raised other hand. The Independent Accountant’s determination will be based solely on presentations by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and Stockholder which are in accordance with the Seller guidelines and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure procedures set forth in this Section 1.6(a) for resolving disputes with respect Agreement (i.e., not on the basis of an independent review). The Post-Closing Balance Sheet and the determination of the Net Working Capital shall become final and binding on the parties on the date the Independent Accountant delivers its final resolution in writing to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) parties. The Buyer and the Seller shall share the fees and expenses of the Independent Accountant based upon what portion shall be paid by the party determined by the Independent Accountant to be the non-prevailing party in connection with the dispute; provided, however, that if the Independent Accountant shall determine in its reasonable discretion that neither party shall be the non-prevailing party, then such fees and expenses shall be borne 50% by Stockholder and 50% by Buyer. (f) If Stockholder does not deliver a Balance Sheet Dispute Notice in accordance with Section 3.4(c) above (i.e., within the 30-day period specified therein), the Post-Closing Balance Sheet (together with Buyer’s calculation of the changes called for Net Working Capital set forth on the Post-Closing Balance Sheet) shall be deemed to have been accepted by all of the parties to this Agreement. In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the Buyer's statement of objections provisions above and Stockholder and Buyer are reflected in able to resolve such dispute by mutual agreement, the Final Post-Closing Balance Sheet, as follows: (1) together with the Buyer calculation of the Net Working Capital, to the extent modified by the mutual agreement of such parties, shall be responsible for an amount equal deemed to the total amount of such fees and expenses multiplied have been accepted by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for parties to this Agreement. In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the Buyer's statement provisions set forth above and Stockholder and Buyer are unable to resolve such dispute by mutual agreement, the determination of objections) over (x) the Book Value as shown Independent Accountant shall be final and binding on the Final parties, and the Post-Closing Balance Sheet, and together with the denominator calculation of which is the excess of (y) Net Working Capital, to the Book Value as shown on extent modified by the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets Independent Accountant, shall be deemed to reflect have been accepted by all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets parties to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesthis Agreement. (bg) Upon completion In the event that it is determined that the Net Working Capital shall have been overstated in the calculation of the Final Closing Balance SheetTotal Consideration for purposes of the Closing, the "Initial Sale Price" Stockholder shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by deliver to Buyer such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller overstated amount by wire transfer in of immediately available funds to an account or such accounts designated as Buyer specifies in writing by written instructions to Stockholder within three (3) business days following the Seller, and final determination of such amounts pursuant to this Section 3.4. (iih) if In the Final Adjustment Amount results in a decrease event that it is determined that the Net Working Capital shall have been understated in the Initial Sale Pricecalculation of the Total Consideration for purposes of the Closing, the Seller Buyer shall make a cash payment deliver to the Buyer Stockholder such understated amount by wire transfer in of immediately available funds to an account or such accounts designated as Stockholder specifies in writing by written instructions to Buyer within three (3) business days following the Buyer, in either case under clause (i) or (ii) final determination of such amounts pursuant to this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment3.4.

Post-Closing Adjustments. As soon as practicable, but no later than thirty (a30) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days after the Closing Date, the Seller Independent Accountant, on behalf of the Parties and pursuant to an engagement agreement reasonably acceptable to the Buyer and the Seller, shall prepare and deliver to the Buyer and the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets an unaudited balance sheet of the Business Company as of the close of business on the Closing Date (the "Book Value"), which shall be prepared “Closing Date Balance Sheet”) in accordance with substantially the books and records form of the Seller in respect September Balance Sheet attached hereto as Section 2(b)(ii) of the Business and Disclosure Schedule. The Closing Date Balance Sheet shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit include a calculation of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation net working capital of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or Company as of the close of business on the Objection Deadline DateClosing Date (the “Closing Date Net Working Capital”) which shall be made, and presented on the Draft Statement Closing Date Balance Sheet, in the same manner as the calculation of the September Net Working Capital is made and Fixed Assets presented on the September Balance Sheet attached hereto as Section 2(b)(ii) of the Disclosure Schedule. The Closing Date Balance Sheet shall be deemed to be prepared by the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, Independent Accountant in accordance with this GAAP, as modified by the accounting principles used in preparing the September Balance Sheet (as reflected in Section 1.6(a2(b)(ii) of the Disclosure Schedule). For the avoidance of doubt, such objections the calculation of the September Net Working Capital does not, and the calculation of the Closing Date Net Working Capital shall be resolved not, include any of the assets or liabilities identified in columns (B) through (E) of the September Balance Sheet attached hereto as follows: Section 2(b)(ii) of the Disclosure Schedule. The Independent Accountant shall also make available to the Buyer and the Seller copies of all work papers and other documents and data as were used to prepare the Closing Date Balance Sheet (1and any items therein) and the Closing Date Net Working Capital calculation. The Buyer and the Seller shall first use Reasonable Best Efforts have the right to resolve such objectionsdispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Net Working Capital calculation and make any proposed adjustments thereto as provided in Section 2(b) (iii) hereto. (2A) If it is determined by the Independent Accountant that the Closing Date Net Working Capital is more than the September Net Working Capital (such surplus being a “Net Working Capital Surplus”), then the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objectionsshall, any remaining disagreements shall be referred subject to the chief financial officers of Rolls-Royce plc and FastenTech Section 2(b) (each of whom may designate another senior officer of such company to hear such disputeiii), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment deliver to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to such Net Working Capital Surplus, if any, within ten (10) days of receipt of the sum of Independent Accountant’s determination; or (XB) If it is determined by the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including Independent Accountant that the Closing Date toNet Working Capital is less than the September Net Working Capital (such shortfall being a “Net Working Capital Shortfall”), but not includingthen the Seller shall, subject to Section 2(b) (iii), deliver to the date Buyer cash in an amount equal to such Net Working Capital Shortfall, if any, within ten (10) days of paymentreceipt of the Independent Accountant’s determination.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date As promptly as follows: practicable, but no later than sixty (i60) Within 30 days after the Closing Date, the Seller Purchaser shall prepare cause to be prepared and deliver delivered to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Sellers Representative a proposed final consolidated balance sheet of the Business Company and its Subsidiaries as of the close of business on the Closing Date (the "Book Value"“Closing Date Balance Sheet”), which shall be prepared in accordance with the books and records a certificate based on such Closing Date Balance Sheet setting forth Purchaser’s calculation of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or Stockholders’ Equity as of the close of business on the Objection Deadline DateClosing Date (the “Final Equity Amount”, and together with the Closing Date Balance Sheet, the Draft Statement of Working Capital and Fixed Assets “True-Up Statement”). The Closing Date Balance Sheet shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, prepared in accordance with this Section 1.6(a)GAAP applied on a basis that is consistent with the preparation of the Company Financial Statements, such objections including the use of the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies, that were employed in the preparation of the Reference Date Balance Sheet, to the extent consistent with GAAP. For clarity, and in accordance with GAAP, the Closing Date Balance Sheet shall be resolved (i) to the extent completed as follows: (1) The Buyer and of the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution close of all objections set forth business on the Buyer's statement Closing Date, reflect the sale of objections within 30 days after delivery the Designated Securities provided for in Section 6.10, the transfer of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated Pension Plan provided for in or pursuant to Section 1.6(a)(ii)(B6.11(a)(1), the Buyer transfer of the Key Man Policies and the Seller shall, within 30 days following the expiration related payment of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyercash provided for in Section 6.11(a)(2), the Sellertransfer of the Company deferred compensation plan, and the Accountanttrust established in connection with such deferred compensation plan, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"provided for in Section 6.11(a)(3). (4) The Buyer , and the Seller shall jointly submit Company’s payment or accrual of all fees and expenses incurred in connection with the consummation of the Merger as provided for in Section 10.01 (including all fees payable to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreementCompany’s financial advisor), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital not reflect transaction-related entries, accruals or adjustments, such as purchase accounting adjustments, vendor or funding termination penalties, management change-in-control or retention payments, and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 employee severance costs, and (iii) shall not assign a value to any item greater than include the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are same line items reflected in the Final Closing Reference Date Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, extent consistent with GAAP. In calculating the numerator of which is the excess accumulated other comprehensive income (if anyloss) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Date Balance Sheet, the net unrealized gain (loss) on securities will be determined using the same valuation agent and methodology used by the denominator of which is Company in preparing the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes Company Financial Statements, to the Book Value requested extent consistent with GAAP. Purchaser shall afford the Sellers Representative and its Representatives the opportunity to review all work papers and documentation used by Buyer, except Purchaser in preparing the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesTrue-Up Statement. (b) Upon completion Except as otherwise expressly provided herein, the determination of the Final Closing Balance SheetTrue-Up Statement shall be final and binding on the parties hereto, unless, within thirty (30) days after receipt by the Sellers Representative of such True-Up Statement, the "Initial Sale Price" Sellers Representative shall notify Purchaser in writing of its disagreement with any amount included therein or omitted therefrom (each dispute, an “Objection”), in which case, if the parties are unable to resolve the Objections within ten (10) Business Days of the receipt by Purchaser of notice of such disagreement, such unresolved Objections shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between the Sellers Representative and Purchaser (the “Accounting Referee”); provided, however, that in the event the fees of the Accounting Referee as follows: estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that the Accounting Referee shall not be engaged by either party and that such net amount in dispute shall be equally apportioned between the Shareholders, on the one hand, and Purchaser, on the other hand. The Accounting Referee shall be instructed to resolve the Objections within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of the Accounting Referee shall be final and binding on the parties hereto. The fees and costs of the Accounting Referee, if one is required, shall be payable (i) if fifty percent (50%) by the Book Value as shown Shareholders, on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Sellerone hand, and (ii) if fifty percent (50%) by Purchaser, on the Final other hand. (c) Not later than the close of business on the second (2nd) Business Day following the final determination of the True-Up Statement pursuant to Section 3.06(b) (the “Adjustment Amount results in a decrease in the Initial Sale PricePayment Date”), the Seller Shareholders and Purchaser shall make a cash payment effect the transfer, at Purchaser’s option, of either (i) Shares (with an agreed value per Share equal to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (iReference Price) or (ii) of this Section 1.6(c)cash, in an amount equal each case, as may be necessary to reflect the sum difference, positive or negative, of (Xx) the Final Per Share Equity Adjustment Amount and (Ybased on the Final Equity Amount), MINUS (y) interest thereon at a rate equal to five percent the Estimated Per Share Equity Adjustment Amount (5%based on the Estimated Equity Amount), as set forth on the True-Up Statement, as finally determined. Such transfer shall include the transfer of any amount of dividends (cash or stock) per annum calculated from and including or other distributions paid on the Shares between the Closing Date toand the Adjustment Payment Date that are attributable to the number of Shares transferred as an adjustment pursuant to this Section 3.06(c) with the intent that the party that would have been entitled to such Shares as of the Effective Time had the Final Equity Amount been known at Closing shall receive the economic benefits associated with such Shares; provided, but not includinghowever, that no interest shall be paid by either party on any amounts so transferred pursuant to this Section 3.06(c) (in cash or in stock). (d) Any adjustments provided for in this ARTICLE III shall be deemed, for purposes of Tax, to be adjustments to the date of paymentconsideration for the Merger.

Post-Closing Adjustments. (a) The Initial Sale Base Purchase Price shall will be determined subject to adjustment after the Closing Date as follows: (ia) Within 30 Not later than 45 days after the Closing Date, the Seller shall prepare and deliver will deliver, or cause to be delivered, to the Buyer Purchaser a statement (the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets “Closing Statement”) setting forth the Working Capital and Fixed Assets aggregate value (net of any reserves for inventory write down set forth therein) of the Business Purchased Assets as of the close of business on the day immediately preceding the Closing Date Date. The Closing Statement will fairly present the aggregate value (the "Book Value"), which shall be prepared in accordance with the books and records net of any reserves for inventory write down) of the Seller in respect of the Business and shall be based upon an unaudited balance sheet Purchased Assets as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of at the close of business on the Objection Deadline Date, day immediately preceding the Draft Statement of Working Capital Closing Date and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, prepared in accordance with this Section 1.6(aGAAP applied consistently with the Seller’s past practice (to the extent that such past practice was in accordance with GAAP), such objections shall be resolved without any adjustments applicable solely as follows: (1) The Buyer and a result of the Seller shall first use Reasonable Best Efforts to resolve such objectionsacquisition of the Purchased Assets by the Purchaser on the Closing Date. (2b) If The Purchaser and one firm of independent certified accountants acting on behalf of the Buyer Purchaser (the “Purchaser’s Auditors”) will have the right to review the work papers of the Seller and its accountants utilized in preparing the Closing Statement, and will have full access to the books, records, properties and personnel of the Seller for purposes of verifying the accuracy and fairness of the presentation of the Closing Statement. The Seller will work in good faith and consult and cooperate with the Purchaser and the Seller do not reach Purchaser’s Auditors in (i) the preparation of the Closing Statement with a view to avoiding the use of the dispute resolution provisions set forth below and (ii) the resolution of all objections set forth any dispute in connection therewith pursuant to Section 2.6(c). (c) The values or amounts reflected on the Buyer's statement of objections Closing Statement will be binding upon the Purchaser, unless the Purchaser gives written notice, within 30 days after delivery receipt of the Closing Statement, to the Seller of the Purchaser’s disagreement with any of the values or amounts shown on the Closing Statement, specifying as to each such item in reasonable detail the nature and extent of such statement of objections, any remaining disagreements shall be referred to disagreement (the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute“Dispute Notice”), who shall use reasonable efforts to resolve such objections. (3) . If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer Purchaser and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, are unable to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, such disagreement within 10 30 days after the date of the engagement of Dispute Notice, the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer disagreement will be submitted for resolution to the SellerIndependent Accountant which will resolve the matters still in dispute and adjust the Closing Statement to reflect such resolution. The Independent Accountant will make a determination in writing as soon as practicable and in any event within 30 days after its engagement, and such determination will be final and binding on the Parties. If, as a statement setting forth result of the resolution of any objections agreed to disputes by agreement of the Parties or by the Buyer Independent Accountant pursuant to this Section 2.6, any amount shown in the Closing Statement is determined to be erroneous, such erroneous amount will be deleted from the Closing Statement and the correct amount will be inserted in lieu thereof. (d) The fees and disbursements of the Purchaser’s Auditors will be paid by the Purchaser. The fees and disbursements of the Seller and by its accountants incurred in the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each preparation of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not Closing Statement will be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant borne solely by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer fees and disbursements of the Independent Accountant pursuant to this Section 2.6 will be borne equally by the Purchaser and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the AccountantSeller. (7e) The Buyer and Immediately upon the Seller shall share the fees and expenses expiration of the Accountant based 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon what portion the resolution of disputes, if any, pursuant to this Section 2.6, the changes called for in Base Purchase Price will be adjusted as follows (as so adjusted, the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows:“Adjusted Purchase Price”): (1i) If the Buyer shall be responsible for an amount equal to the total aggregate amount of such fees and expenses multiplied by a fraction, the numerator inventory (net of which is the excess (if anyreserves for inventory write down) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown set forth on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value$1,164,656.00, then the Initial Sale Base Purchase Price shall will be decreased reduced by the aggregate amount of such differenceshortfall, to obtain the Adjusted Purchase Price; and (ii) if If the Book Value as shown aggregate amount of inventory (net of reserves for inventory write down) set forth on the Final Closing Balance Sheet Statement exceeds $1,164,656.00, then the Estimated Closing Book Value, the Initial Sale Base Purchase Price shall will be increased by such excess amount. The cumulative net adjustment to the aggregate amount of such excess, to obtain the Adjusted Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment AmountPrice." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: Not later than one hundred and twenty (i120) Within 30 calendar days after the Closing Date, Buyer, with the Seller assistance of Parent, shall prepare and deliver to Parent (i) an audited combined balance sheet of the Companies and their Subsidiaries as of the Closing Date (the “Closing Date Balance Sheet”), (ii) a statement in the form of Exhibit H setting forth the calculation of the aggregate amount of Cash held by the Companies and their Subsidiaries as of the Closing Date (the “Closing Cash”) and the aggregate amount of any Third-Party Indebtedness owed by the Companies and their Subsidiaries as of the Closing Date (the “Closing Debt” and, such statement, the “Statement of Closing Cash/Debt”), (iii) a statement in the form of Exhibit I setting forth the calculation of the Working Capital as of the Closing Date (the “Statement of Working Capital”) and (iv) a statement in the form of Exhibit J setting forth the calculation of Tax Liabilities of the Companies and their Subsidiaries as of the Closing Date (the “Statement of Tax Liabilities”). Buyer and Parent agree that the Draft audit in respect of the preparation of the Closing Date Balance Sheet as contemplated in this Section 2.4(a) shall be conducted by KPMG Australia instructed jointly by Parent and Buyer, and Parent shall pay the fees, costs and expenses of such auditors in connection with such audit. The Closing Date Balance Sheet, the Statement of Closing Cash/Debt, the Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital Tax Liabilities shall be prepared (i) in accordance with GAAP applied on a basis consistent with the accounting principles and Fixed Assets setting forth (ii) using the Working Capital same methodologies in the case of (i) and Fixed Assets (ii) used in the preparation of the Business as Pro Forma Balance Sheet (including the notes thereto); provided, however, that for the avoidance of doubt, to the close of business on extent such preparation would not be consistent with the Closing Date foregoing clauses (the "Book Value"i) and (ii), which the Statement of Closing Cash/Debt shall be prepared in accordance with the books and records definitions of the Seller terms Cash and Third Party Indebtedness in respect of Section 1.1. The exchange rates used to determine the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors Working Capital shall have be those set forth in Section 2.4(a) of the right to observe the taking of such physical inventoryParent Disclosure Schedule. (iib) The Buyer shall deliver to Unless within forty-five (45) calendar days after the Sellerreceipt of the Statement of Closing Cash/Debt, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or the Statement of Tax Liabilities, Parent delivers to Buyer a reasonably detailed written statement (i) describing its any objections (if any) to the Draft calculations set forth in the Statement of Closing Cash/Debt, the Statement of Working Capital or the Statement of Tax Liabilities, as the case may be, including a description of the basis and Fixed Assets. If amount of any such objection (the Buyer delivers to “Objection Statement”) and (ii) only including objections based on the Seller a notice accepting Statement of Closing Debt/Cash, the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, Tax Liabilities not being calculated in accordance with this Section 1.6(a)2.4(a) hereof, such objections the amounts determined therein shall be resolved as follows: (1) The Buyer final and the Seller shall first use Reasonable Best Efforts to resolve such objectionsbinding. (2c) If Parent delivers the Objection Statement pursuant to Section 2.4(b) hereof, Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections Parent shall use good faith efforts to resolve in writing any disputes within 30 thirty (30) calendar days after delivery of Parent has submitted the Objection Statement. Any remaining disputes that were included in the Objection Statement in accordance with Section 2.4(b) hereof and that have not been resolved in writing within such statement of objectionsthirty (30) calendar days, any remaining disagreements shall be referred submitted to the chief financial officers New York office of Rolls-Royce plc PricewaterhouseCoopers LLC (or, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed upon by Parent and FastenTech Buyer in writing) (each of whom may designate another senior officer of such company to hear such disputethe “Reviewing Accountants”), who acting as an expert and not as an arbitrator. Parent and Buyer shall use reasonable efforts to resolve such objections. (3) If all objections set forth on cause the Buyer's statement of objections have not been resolved within 30 days after Reviewing Accountants to render a determination resolving the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum matters submitted to the Accountant by the other PartyReviewing Accountants in accordance with Section 2.4(b) hereof within thirty (30) calendar days following submission. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles Notwithstanding anything set forth in this Section 1.62.4(c), (ii) the scope of any dispute to be resolved by the Reviewing Accountants shall further limit its review be limited to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated objections raised by Seller in accordance with this Section 1.6 2.4(b) hereof and, except for the foregoing matters, the Reviewing Accountants shall not and (iii) shall are not to make any further determination. In resolving any disputed item, the Reviewing Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by any party Parent or Buyer, as the case may be, or less than the smallest value for such item claimed by either party. (5) Within 90 days after Parent or Buyer, as the date of its engagement hereundercase may be, in each case as presented to the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised Reviewing Accountants. The determination of the Draft Statement of Working Capital Reviewing Accountants shall be final and Fixed Assets as adjusted pursuant to any resolutions to objections agreed binding ten (10) Business Days after such determination is made and a judgment may be entered upon by the Buyer and the Seller and pursuant to the Accountant's resolution a determination of the Unresolved Objections. Such balance sheet shall be deemed Reviewing Accountants in any court having jurisdiction over the party against which such determination is to be the Final Closing Balance Sheet. enforced; provided, however, that, subject to Section 12.3 hereof, Parent or Buyer may, within ten (610) The resolution by the Accountant Business Days of the Unresolved Objections shall be conclusive and binding upon determination of the Buyer and Reviewing Accountants, file suit against the Seller. The Buyer and other party in a court of competent jurisdiction (the Seller agree that the procedure set forth in this Section 1.6(a“Court”) for resolving disputes with respect to the Draft Statement unresolved disputes submitted to the Reviewing Accountants, in which case the determination of Working Capital and Fixed Assets such Court (which determination is not subject to review or appeal) shall be the sole final and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountantbinding. (7d) The Buyer and the Seller shall share the fees and expenses of the Accountant Reviewing Accountants determination shall be paid by the parties based upon what portion the degree to which the body (the “Relevant Body”) making the final and binding determination of the changes called for in unresolved disputes (i.e., the Reviewing Accountants or the Court) accepts the respective positions of the parties. For example, if it is Parent’s position that the required adjustment is $300, Buyer's statement ’s position that the required adjustment is $100 and the Relevant Body’s determination that the adjustment owed is $150, then Parent shall pay seventy-five percent (75%) ((300-150)/(300-100)) of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such Reviewing Accountants’ fees and expenses multiplied by a fractionand Buyer shall pay twenty-five percent (25%) ((150-100)/(300-100)) of the Reviewing Accountants’ fees and expenses. Buyer and Parent shall cooperate with each other and, to the extent applicable, the numerator Reviewing Accountants, in connection with the matters contemplated by this Section 2.4, including by furnishing such information and reasonable access (including access by Parent and its Representatives) to books, records (including, subject to the execution and delivery by the requesting party of which is a reasonable and customary release and indemnity agreement for the excess benefit of the relevant accountants, accountants work papers), personnel and properties as may be reasonably requested, including with regard to the preparation of the Closing Date Balance Sheet (if any) including the audit in connection therewith), the Statement of (w) Closing Cash/Debt, the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting Capital, the Draft Statement of Working Capital and Fixed Assets to reflect all of Tax Liabilities or the changes called for in Objection Statement, as the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensescase may be. (be) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if If the Book Value as shown Closing Cash set forth on the Final Statement of Closing Balance Sheet Cash/Debt is less than Estimated the Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value Debt as shown set forth on the Final Statement of Closing Balance Sheet exceeds the Estimated Closing Book ValueCash/Debt, the Initial Sale Price in each case as finally determined in accordance with this Section 2.4, Parent, on behalf of Sellers, shall be increased by such excess amount. The cumulative net adjustment pay to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer of U.S. dollars in immediately available funds to an account or accounts designated in writing by within five (5) Business Days of the Seller, date of such determination the difference between the Closing Debt and the Closing Cash and (ii) if the Final Adjustment Amount results Closing Cash set forth on the Statement of Closing Cash/Debt is greater than the Closing Debt as set forth on the Statement of Closing Cash/Debt, in a decrease each case as finally determined in the Initial Sale Priceaccordance with this Section 2.4, the Seller shall make a cash payment Buyer will pay to the Buyer Parent, on behalf of Sellers, by wire transfer of U.S. dollars in immediately available funds to an account or accounts designated in writing by within five (5) Business Days of the Buyerdate of such determination the difference between the Closing Cash and the Closing Debt, in either the case under clause of (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) together with interest thereon at a rate equal to five percent (5%) per annum the London Interbank Offered Rate for U.S. dollars, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to, but not including, to the date of payment. (i) If the Working Capital set forth on the Statement of Working Capital as finally determined in accordance with this Section 2.4 is less than the Target Working Capital, Parent, on behalf of Sellers, shall pay to Buyer by wire transfer of U.S. dollars in immediately available funds within five (5) Business Days of the date of such determination the difference between the Target Working Capital and the Working Capital and (ii) if the Working Capital set forth on the Statement of Working Capital as finally determined in accordance with this Section 2.4 is more than the Target Working Capital, Buyer shall pay to Parent, on behalf of Sellers, by wire transfer of U.S. dollars in immediately available funds within five (5) Business Days of the date of such determination the difference between the Working Capital and the Target Working Capital, in the case of (i) or (ii) together with interest thereon at a rate equal to the London Interbank Offered Rate for U.S. dollars, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment; provided, however, that no amount shall be payable by Parent or Buyer pursuant to this Section 2.4(f) if the difference between the Target Working Capital and the Working Capital is less than $750,000. (g) Within five (5) Business Days of the date of the final determination of the Statement of Tax Liabilities in accordance with this Section 2.4, Parent, on behalf of Sellers, shall pay to Buyer by wire transfer of U.S. dollars in immediately available funds the amount of Tax Liabilities set forth on the Statement of Tax Liabilities, as finally determined.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within As soon as reasonably practical following (but not more than 30 days after after) the Closing Date, the Seller Surviving Corporation shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Stockholders’ Representative a calculation of the Business Total Transaction Consideration (the “Closing Schedule”), together with an unaudited balance sheet of the Company as of the close of business on the Closing Date (immediately prior to the "Book Value"Effective Time) (the “Closing Balance Sheet”), which . The Closing Balance Sheet shall be prepared in accordance with the books GAAP and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges the accounting policies and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit procedures of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto Company in effect on the form customarily requested and obtained by Ernst & Young LLPdate hereof. A physical inventory The Closing Schedule shall be conducted by set forth the Seller consistent with past practice on or no more than three days before Working Capital of the Company as of the Closing Date for (immediately prior to the purpose Effective Time) (the “Closing Date Working Capital”) and the amount of assisting in the preparation Cage Cash of the Draft Statement Company as of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have Closing Date (the right to observe the taking of such physical inventory“Closing Date Cage Cash”). (ii) The Buyer shall deliver to Closing Schedule, including the SellerClosing Balance Sheet, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Closing Date Working Capital and Fixed Assets or a detailed statement describing its objections (if any) the Closing Date Cage Cash, shall become final and binding upon the parties, and not subject to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assetsany appeal, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either unless within 30 days following the date of delivery of such notice of acceptance or as of the close of business on Closing Schedule by the Objection Deadline DateSurviving Corporation to the Stockholders’ Representative, the Draft Statement of Stockholders’ Representative and the Surviving Corporation have been unable to agree on a final Closing Schedule, including the Closing Balance Sheet, the Closing Date Working Capital and Fixed Assets the Closing Date Cage Cash, in which case (A) the Stockholders’ Representative shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects provide instructions to the Draft Statement of Working Capital and Fixed AssetsEscrow Agent, in accordance with this the Escrow Agreement, to release any portion of the Holdback Amount that is not in dispute (such amount, less any expenses of the Stockholders’ Representative to be paid from, or reimbursed through deduction from, the Holdback Amount in accordance with Section 1.6(a9.10(d)), the “Undisputed Holdback Amount,” and the amount of any remaining Holdback Amount, the “Disputed Holdback Amount”) to the Paying Agent, as agent for the Stockholders, for distribution to the Stockholders in accordance with the Escrow Agreement and their Applicable Percentages and (B) the Stockholders’ Representative and Parent shall submit all differences and disputes between the Stockholders’ Representative and Parent relating to the Closing Schedule, including the Closing Balance Sheet, the Closing Date Working Capital and the Closing Date Cage Cash, to the Las Vegas, Nevada office of Deloitte & Touche LLP, the Company’s accountants (the “Accountants”), to be resolved by such objections firm, and such firm’s opinion thereon and the resulting Closing Schedule, including the Closing Balance Sheet, the Closing Date Working Capital and the Closing Date Cage Cash, shall be resolved as follows: (1) final and binding on the parties and not subject to any appeal. The Buyer Stockholders’ Representative and Parent agree to request that the Accountants resolve all such difference and disputes within 15 days of submission to the Accountants. Parent and the Seller Stockholders’ Representative shall first use Reasonable Best Efforts to resolve such objections. each pay (2) If solely, in the Buyer and case of the Seller do not reach a resolution of all objections set forth on Stockholders’ Representative, by deduction from the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred Disputed Holdback Amount prior to the chief financial officers making of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company any payments to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or Parent pursuant to Section 1.6(a)(ii)(B2.2(c)(iii), ) the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date percentage of the engagement amount of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion Accountants equal to (A) the aggregate amount of the changes called for disputed matters submitted to the Accountants that are not settled in favor of such party (as finally determined by the Accountants), divided by (B) the aggregate amount of all disputed matters submitted to the Accountants. The Disputed Holdback Amount, less (x) any fees and expenses of the Accountants and (y) any expenses of the Stockholders’ Representative, in the Buyer's statement case of objections are reflected in each of clauses (x) and (y), to be paid from, or reimbursed by deduction from, the Holdback Amount pursuant to this Section 2.2(c)(ii) or Section 9.10(d) and not previously paid from the Holdback Amount, is referred to as the “Remaining Holdback Amount.” The date that the Closing Date Schedule, including the Closing Balance, the Closing Date Working Capital and the Closing Date Cage Cash, become final and binding on the parties and not subject to any appeal is referred to as the “Final Determination Date.” (iii) Within 10 days following the Final Closing Balance SheetDetermination Date pursuant to Section 2.2(c)(ii), final adjustments to the Enterprise Price (the “Final Adjustments”) shall be made and paid as follows:follows (the date the Final Adjustments are so made and paid, the “Final Adjustment Date”): (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess if (if any) of (wA) the Book Value as shown on the Draft Statement sum of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, Date Working Capital and the denominator of which is the excess of (y) the Book Value as shown on Closing Date Cage Cash is less than (B) the Draft Statement sum of (x) the Estimated Working Capital and Fixed Assets (after adjusting y) the Draft Statement Estimated Cage Cash, then a portion of the Remaining Holdback Amount equal to such difference shall be released by the Escrow Agent, pursuant to the Escrow Agreement, and paid to Parent; , provided, however, that in the event that the amount of the Remaining Holdback Amount is less than the amount of such difference (the amount by which the Remaining Holdback Amount is less than the amount of such difference, the “Holdback Shortfall”), then a portion of the Indemnification Escrow Fund equal to such Holdback Shortfall (up to the amount of the Indemnification Escrow Fund), shall be released by the Escrow Agent, pursuant to the Escrow Agreement, and paid to Parent; and (2) if the sum of (x) the Closing Date Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (zy) the Book Value as shown on Closing Date Cage Cash is greater than (B) the Draft Statement sum of (x) the Estimated Working Capital and Fixed Assets (after adjusting y) the Draft Statement of Working Capital and Fixed Assets Estimated Cage Cash, then Parent shall promptly pay, or cause to reflect all changes be paid to the Book Value requested by BuyerPaying Agent, except as agent for the Unresolved Objections); Stockholders, an amount in cash equal to such difference (such amount, the “Final Balance Sheet Adjustment”) for distribution to the Stockholders in accordance with the Escrow Agreement and their Applicable Percentages. Upon the instruction of the Stockholders’ Representative in accordance with the Escrow Agreement, any Holdback Amount that remains after making (A) any payment required to be made to Parent pursuant to Section 2.2(c)(iii)(1) and (2B) any payment of any expenses of the Seller Stockholders’ Representative to be paid from, or reimbursed by deduction from, the Holdback Amount in accordance with Section 9.10(d) and not previously paid from the Holdback Amount (such remaining Holdback Amount, the “Final Holdback Amount”) shall be responsible promptly released by the Escrow Agent to the Paying Agent for distribution to the balance of such fees Stockholders in accordance with the Escrow Agreement and expensestheir Applicable Percentages. (biv) Upon completion On the later of (x) the Final Adjustment Date and (y) the 46th day following the Closing, Parent shall pay, or cause to be paid to the Paying Agent, as agent for the Stockholders, an amount in cash equal to the amount of any retention bonuses paid by the Company at Closing to any employees that have been terminated by the Surviving Corporation within forty-five days following the Closing (such amount, the “Retention Bonus Adjustment” and, together with the Final Balance Sheet Adjustment, the “Final Adjustment Consideration”) for distribution to the Stockholders in accordance with the Escrow Agreement and their Applicable Percentages. (v) Nothing in this Section 2.2(c) shall preclude any party from exercising, or shall adversely affect or otherwise limit in any respect the exercise of, any right or remedy available to it hereunder for any misrepresentation or breach of warranty hereunder, but none of Parent, Merger Sub or the Company shall have any right to dispute the Closing Schedule, including Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive Date Working Capital or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date toCage Cash, but not includingor any portion thereof, the date of paymentonce it has been finally determined in accordance with Section 2.2(c)(ii).

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date As promptly as follows: possible, but in any event within one hundred twenty (i120) Within 30 days after the Closing Date, the Seller Parent shall prepare and deliver to the Buyer Stockholders’ Representative a statement (the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare “Preliminary Statement”) showing (i) the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets consolidated closing balance sheet of the Business Group Companies as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the Accounting Principles as set forth on Section 2.7(c)(i) of the Company Disclosure Schedule, (ii) the calculation of the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness and the Closing Transaction Expenses, (iii) the calculation of the net aggregate increase or decrease in the Merger Consideration (the “True-up Shares”) by adding the amounts, if any, by which Closing Cash exceeds Estimated Closing Cash, Closing Net Working Capital exceeds Estimated Closing Net Working Capital, Estimated Closing Indebtedness exceeds Closing Indebtedness and Estimated Closing Transaction Expenses exceeds Closing Transaction Expenses and subtracting the amounts, if any, by which Estimated Closing Cash exceeds Closing Cash, Estimated Closing Net Working Capital exceeds Closing Net Working Capital, Closing Indebtedness exceeds Estimated Closing Indebtedness and Closing Transaction Expenses exceeds Estimated Closing Transaction Expenses, and dividing such resulting amount by five dollars ($5.00). The positive or negative number of the True-up Shares shall be an adjustment to the Merger Consideration. Each of Parent and the Stockholders’ Representative shall provide the other party and its Representatives with reasonable access to the books and records of the Seller in respect of the Business Company and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges relevant personnel and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in properties during the preparation of the Draft Preliminary Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking resolution of such physical inventoryany disputes that may arise under this Section 2.9. (iib) The Buyer If the Stockholders’ Representative has any objections to the Preliminary Statement, the Stockholders’ Representative shall deliver to Parent a statement setting forth its objections thereto in reasonable detail and with reasonable supporting documentation (an “Objections Statement”). If an Objections Statement is not delivered to Parent within thirty (30) days after delivery of the SellerPreliminary Statement, the Preliminary Statement shall be final, binding and non‑appealable by the Objection Deadline Dateparties hereto. Any item or amount as to which no dispute is raised in the Objections Statement shall be final, either a notice indicating that binding and non-appealable on the Buyer accepts parties hereto, unless such item or amount is by its nature adjusted in connection with the Draft Statement of Working Capital matters raised in the Objections Statement. The Stockholders’ Representative and Fixed Assets or a detailed statement describing its Parent shall negotiate in good faith to resolve any objections (if any) set forth in an Objections Statement, and any resolution agreed to in writing by the Draft Statement of Working Capital Stockholders’ Representative and Fixed AssetsParent shall be final and binding upon the parties. If the Buyer delivers Stockholders’ Representative and Parent are unable to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of such objections within 30 thirty (30) days after the delivery of the Objections Statement, the Stockholders’ Representative and Parent shall submit such statement of objections, any remaining disagreements shall be referred dispute to a jointly selected arbiter from a nationally recognized independent public accounting firm (the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute“Auditor”), who shall use reasonable efforts be appointed as an expert and not as an arbitrator. If the Stockholders’ Representative and Parent are unable to resolve agree upon an Auditor, each party shall select a nationally recognized independent public accounting firm and such objections. chosen firms shall mutually agree upon a nationally recognized independent public accounting firm that shall serve as the Auditor; provided, that such firm shall not be the independent auditor of (3or otherwise serve as a Consultant to) If all objections set forth on Parent, the Buyer's statement Company, or any of objections have not been resolved within 30 days after their respective Restricted Affiliates. Each of the referral of such objections Stockholders’ Representative and Parent shall furnish to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and Auditor a statement setting forth its position with respect to each item or amount set forth in the resolution Objections Statement that remains unresolved following such thirty (30) day period (each, a “Disputed Line Item”), together with such other information and documents as it deems relevant (each such party’s “Dispute Resolution Submission”), with copies of any objections agreed to by the Buyer such submission and the Seller all such documents and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered information being concurrently given to the other Party party. The Auditor shall consider only the Disputed Line Items identified in the Dispute Resolution Submission. The Auditor’s determination shall be based solely on (i) the definitions of Closing Cash, Closing Net Working Capital, Closing Indebtedness, and Closing Transaction Expenses contained herein and (ii) the Dispute Resolution Submissions provided by Parent and the Stockholders’ Representative which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the same daybasis of an independent review), within 45 days after the date . The Auditor shall resolve any Dispute Resolution Submission by delivery of the engagement of the Accountant, a memorandum written determination (which may such determination to include supporting exhibits) a worksheet setting forth their respective positions all material calculations used in arriving at such determination and based solely on the Unresolved Objections. Each of the Buyer Dispute Resolution Submissions) to Parent and the Seller may Stockholders’ Representative as soon as practicable, but in any event no later than sixty (but shall not be required to60) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date following receipt of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingboth Dispute Resolution Submissions. In resolving any Unresolved Objectionsdisputed item, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall Auditor may not assign a value to any item that is greater than the greatest value for such item claimed by any either party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date party in their respective Dispute Resolution Submission. The resolution of its engagement hereunder, the Accountant shall determine whether the objections raised all Disputed Line Items by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet Auditor shall be deemed to be final, binding and non‑appealable on the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Sellerparties hereto. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees costs and expenses of the Accountant based upon what portion Auditor shall be allocated between Parent and the Stockholders’ Representative (on behalf of the changes called for in Stockholders) (as determined by the Buyer's statement Auditor) so that the Stockholders’ Representative’s share (on behalf of objections are reflected in the Final Closing Balance Sheet, as follows: (1Stockholders) the Buyer of such fees and expenses shall be responsible for an amount equal to the total product of (x) the aggregate amount of such fees and expenses multiplied by expenses, and (y) a fraction, the numerator of which is the excess amount in dispute that is ultimately unsuccessfully disputed by the Stockholders’ Representative (if anyas determined by the Auditor) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for total amount in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes dispute submitted to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible Auditor for the resolution. The remaining balance of such fees and expensesexpenses shall be paid by Parent. (bc) Upon completion of If and to the extent that the True-up Shares as set forth in the Final Statement is a positive number, then the Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price Consideration Shares shall be increased by such excess amount. The cumulative net adjustment the True-up Shares, in accordance with Section 2.8(a)(i). (d) If and to the aggregate Purchase Price pursuant to clauses (i) through (ii) aboveextent that the True-up Shares as set forth in the Final Statement is a negative number, whether positive or negative, is then the "Final Adjustment AmountClosing Consideration Shares shall be reduced by the True-up Shares." (ce) Within 10 business days after Notwithstanding anything herein to the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Pricecontrary, the Buyer authority of the Auditor under this Section 2.9 shall make a cash payment be limited solely to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by resolution of the Sellercalculation of the Disputed Line Items, and all other disputes between the parties (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment including with respect to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) contractual interpretation of this Section 1.6(c), 2.9) shall be resolved in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentaccordance with Section 10.11.

Post-Closing Adjustments. (a) The Initial Sale Price Following the Closing, Buyer shall be determined after prepare and deliver within ninety (90) days following the Closing Date to the Owner Representative a statement (the “Post-Closing Statement”) setting forth Buyer’s calculation of: (i) the actual Working Capital of the Company Group as of the Calculation Time (the “Actual Working Capital”); (ii) the actual amount of Indebtedness of the Company Group as of the Calculation Time (the “Actual Indebtedness”); (iii) the actual amount of Cash of the Company Group as of the Calculation Time (the “Actual Cash”); and (iv) the amount of Transaction Expenses of the Company Group as of the Calculation Time (the “Actual Transaction Expenses”). (b) The Post-Closing Statement will be prepared in a manner consistent with the applicable definitions set forth herein. Within thirty (30) days after delivery to the Owner Representative of the Post-Closing Statement (the “Dispute Period”), the Owner Representative shall be required to notify Buyer in writing and with reasonable specificity (the “Dispute Notice”) of any disputed items with respect to the Post-Closing Statement. The Owner Representative shall be deemed to have waived any claim with respect to any amount not specifically disputed in the Dispute Notice delivered within the Dispute Period. Upon delivery of the Post-Closing Statement, Buyer shall provide the Owner Representative and its agents and representatives with reasonable access (including electronic access, to the extent available) during normal business hours and upon reasonable notice as they may reasonably require to the books and records of the Company Group and Buyer and access to such personnel or representatives of the Company and Buyer, including to the individuals responsible for preparing the Post-Closing Statement, as they may reasonably require for the sole purpose of investigating or resolving any disputes or responding to any matters or inquiries raised in the Post-Closing Statement. (c) Upon receipt of the Dispute Notice and for a period of thirty (30) days following receipt of the Dispute Notice by Buyer, or such longer period as mutually agreed by Buyer and the Owner Representative (the “Resolution Period”), Buyer shall negotiate with the Owner Representative in good faith to resolve such disputed items; provided, however, in the event that Buyer and the Owner Representative are unable to resolve any such disputed items within the Resolution Period, the determination of any such unresolved disputed items with respect to the Post-Closing Statement shall be made by a mutually acceptable valuation firm of regional or national standing (the “Financial Arbitrator”). The Financial Arbitrator shall act as an independent arbitrator to determine within thirty (30) days of its engagement, based solely on the presentations by the Owner Representative and Buyer and not by independent review, only those issues that remain in dispute from the Dispute Notice, and such determination by the Financial Arbitrator must be within the range of values assigned to such disputed items in the Post-Closing Statement and the Dispute Notice, respectively. The basis of the Financial Arbitrator’s determination must be based solely on the definitions and other applicable provisions of this Agreement. Neither the Owner Representative nor Buyer (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the Financial Arbitrator without the prior written consent of (x) with respect to the Owner Representative, Buyer and (y) with respect to Buyer, the Owner Representative. Upon final resolution of all disputed items, the Financial Arbitrator shall issue a report showing its final calculation of such disputed items. Absent fraud or manifest error, the determination of the Financial Arbitrator shall be final, binding and conclusive on the Owner Representative, the Owners and Buyer, and the fees and expenses of the Financial Arbitrator shall be borne by the Owners (on the one hand) and Buyer (on the other hand) in proportion to the amounts by which their proposals differed from the Financial Arbitrator’s final determination. For example, should the items in dispute total in amount to $1,000 and the Financial Arbitrator award $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by the Owners, and 40% of the costs would be borne by Buyer. In connection with the resolution of any dispute, each Party (the Owners on the one hand and Buyer on the other) shall pay its own fees and expenses, legal, accounting and consultant fees and expenses. (d) The post-Closing adjustments to the Closing Cash Payment shall be calculated and made as follows: (i) Within 30 days after If the Closing DateEstimated Working Capital is greater than the Actual Working Capital (the amount of such excess, the Seller “Proceeds Excess”), then, the Owners shall prepare and deliver pay an amount equal to the Proceeds Excess to Buyer. If the Actual Working Capital is greater than the Estimated Working Capital, then Buyer shall pay (or cause to be paid) to the Draft Statement of Owners an amount equal to the difference between the Actual Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Estimated Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventoryCapital. (ii) The If the Estimated Indebtedness is greater than the Actual Indebtedness, then Buyer shall deliver pay (or cause to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if anybe paid) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for Owners an amount equal to the total difference between the Estimated Indebtedness and the Actual Indebtedness. If the Actual Indebtedness is greater than the Estimated Indebtedness, then the Owners shall pay to Buyer an amount equal to the difference between the Actual Indebtedness and the Estimated Indebtedness. (iii) If the Actual Cash is greater than the Estimated Cash, then Buyer shall pay (or cause to be paid) to the Owners an amount equal to the difference between the Estimated Cash and the Actual Cash. If the Estimated Cash is greater than the Actual Cash, then the Owners shall pay to Buyer an amount equal to the difference between the Actual Cash and the Estimated Cash. (iv) If the Estimated Transaction Expenses are greater than the Actual Transaction Expenses, then Buyer shall pay (or cause to be paid) to the Owners an amount equal to the difference between the Estimated Transaction Expenses and the Actual Transaction Expenses. If the Actual Transaction Expenses are greater than the Estimated Transaction Expenses, then the Owners shall pay to Buyer an amount equal to the difference between the Actual Transaction Expenses and the Estimated Transaction Expenses. (e) Any payment required to be made pursuant to Section 2.7(d)(i) through Section 2.7(d)(iv) shall be defined as a “True-Up Payment”. The Parties shall aggregate each of the undisputed True-Up Payments required to be made, if any, pursuant to Section 2.7(d)(i) through Section 2.7(d)(iv) to determine an aggregate True-Up Payment in favor of Buyer or the Owners, as applicable (the “Aggregate True-Up Payment”). The Aggregate True-Up Payment shall be made within five (5) Business Days after resolution of the amount of such fees and expenses multiplied Aggregate True-Up Payment during the Resolution Period or resolution by a fractionthe Financial Arbitrator, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all applicable. Any portions of the changes called for Aggregate True-Up Payment paid in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller cash shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller made by wire transfer in of immediately available funds to an a bank account or accounts designated in writing by the Sellerrecipient Party. (f) A Buyer favorable Aggregate True-Up Payment shall be made (i) first, by deducting from the Holdback Buyer Shares a number of shares equal in value to such Aggregate True-Up Payment in accordance with Section 2.8, and (ii) if the Final Adjustment Amount results in a decrease second, in the Initial Sale Priceevent such Buyer favorable Aggregate True-Up Payment exceeds the value of the Holdback Buyer Shares, from the Seller Owners. (g) If the Aggregate True-Up Payment is in favor of the Owners, Buyer shall make a cash payment cause the amount of such Aggregate True-Up Payment to be paid to the Owners in accordance with Section 2.7(h). (h) Any payments to be made to the Owners under Section 2.7(g) shall be made in U.S. dollars and shall be paid as follows: the portion of such payment payable to the Owners shall be delivered by or on behalf of Buyer to the Owners (by wire transfer in of immediately available funds to an account or accounts the account(s) designated in writing by the Buyer, Owner Representative) in either case under clause accordance with their respective Pro Rata Portions. (i) or (ii) of Buyer shall have the right, in its sole discretion, to withhold and set off against any amount otherwise due to be paid to the Owners pursuant to this Section 1.6(c), in an 2.7 the amount equal of any claim for indemnification or payment of damages to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentwhich Buyer may be entitled under this Agreement.

Post-Closing Adjustments. As soon as practicable, but no later than thirty (a30) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days after the Closing Date, the Seller Independent Accountant, on behalf of the Parties and pursuant to an engagement agreement reasonably acceptable to the Buyer and the Seller, shall prepare and deliver to the Buyer and the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets an unaudited balance sheet of the Business Company as of the close of business on the Closing Date (the "Book ValueClosing Date Balance Sheet"), which shall be prepared ) in accordance with substantially the books and records form of the Seller in respect September Balance Sheet attached hereto as Section 2(b)(ii) of the Business and Disclosure Schedule. The Closing Date Balance Sheet shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit include a calculation of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation net working capital of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or Company as of the close of business on the Objection Deadline DateClosing Date (the "Closing Date Net Working Capital") which shall be made, and presented on the Draft Statement Closing Date Balance Sheet, in the same manner as the calculation of the September Net Working Capital is made and Fixed Assets presented on the September Balance Sheet attached hereto as Section 2(b)(ii) of the Disclosure Schedule. The Closing Date Balance Sheet shall be deemed to be prepared by the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, Independent Accountant in accordance with this GAAP, as modified by the accounting principles used in preparing the September Balance Sheet (as reflected in Section 1.6(a2(b)(ii) of the Disclosure Schedule). For the avoidance of doubt, such objections the calculation of the September Net Working Capital does not, and the calculation of the Closing Date Net Working Capital shall be resolved not, include any of the assets or liabilities identified in columns (B) through (E) of the September Balance Sheet attached hereto as follows: Section 2(b)(ii) of the Disclosure Schedule. The Independent Accountant shall also make available to the Buyer and the Seller copies of all work papers and other documents and data as were used to prepare the Closing Date Balance Sheet (1and any items therein) and the Closing Date Net Working Capital calculation. The Buyer and the Seller shall first use Reasonable Best Efforts have the right to resolve such objectionsdispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Net Working Capital calculation and make any proposed adjustments thereto as provided in Section 2(b) (iii) hereto. (2A) If it is determined by the Independent Accountant that the Closing Date Net Working Capital is more than the September Net Working Capital (such surplus being a "Net Working Capital Surplus"), then the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objectionsshall, any remaining disagreements shall be referred subject to the chief financial officers of Rolls-Royce plc and FastenTech Section 2(b) (each of whom may designate another senior officer of such company to hear such disputeiii), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment deliver to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to such Net Working Capital Surplus, if any, within ten (10) days of receipt of the sum of Independent Accountant's determination; or (XB) If it is determined by the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including Independent Accountant that the Closing Date toNet Working Capital is less than the September Net Working Capital (such shortfall being a "Net Working Capital Shortfall"), but not includingthen the Seller shall, subject to Section 2(b) (iii), deliver to the date Buyer cash in an amount equal to such Net Working Capital Shortfall, if any, within ten (10) days of paymentreceipt of the Independent Accountant's determination.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: Within ninety (i90) Within 30 calendar days after the Closing Date, the Seller Purchaser shall prepare and deliver to Sellers’ Representative a statement setting forth its good faith calculation of: (i) the Buyer Freedom Powersports Closing Indebtedness, the Draft Statement of Freedom Closing NWC, the Freedom Net Working Capital Adjustment and Fixed Assetsthe resulting calculation of the Freedom Powersports Cash Consideration (the “Freedom Post-Closing Cash Consideration”), and the Freedom Post-Closing Adjustment (collectively, such calculations, the “Freedom Post-Closing Adjustment Statement”) and (ii) the FPS Real Estate Closing Indebtedness, the FPS Real Estate Closing NWC, the FPS Real Estate Net Working Capital Adjustment, and the resulting calculation of the FPS Real Estate Cash Consideration (the “FPS Real Estate Post-Closing Cash Consideration”), and the FPS Real Estate Post-Closing Adjustment (collectively, such calculations, the “FPS Real Estate Post-Closing Adjustment Statement” and together with the Freedom Post-Closing Adjustment Statement, the “Post-Closing Adjustment Statements”). The Seller Freedom Post-Closing Adjustment Statement shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets contain a consolidated balance sheet of the Business Freedom Powersports Acquired Companies as of the close of business on the Closing Date (without giving effect to the "Book Value")transactions contemplated herein) and the FPS Real Estate Post-Closing Adjustment Statement shall contain a consolidated balance sheet of the FPS Real Estate Acquired Companies as of the Closing Date (without giving effect to the transactions contemplated herein) and, which in each case, be accompanied by all related work papers, if any, and supporting calculations or other materials reasonably requested by Sellers’ Representative. The Post-Closing Adjustment Statements shall be prepared in accordance with the Transaction Accounting Principles. (b) Subject to the provisions of this Section 3.2, if the Aggregate Post-Closing Adjustment is a positive number, then (i) the Sellers’ Representative and Purchaser shall deliver joint written instructions to the Cash Escrow Agent to release the Adjustment Escrow Amount to Sellers’ Representative, for distribution to the Sellers and Optionholders in accordance with their respective Pro Rata Share, and (ii) Purchaser shall pay to the Sellers’ Representative, for distribution to the Sellers and the Optionholders in accordance with their respective Pro Rata Share, an amount equal to the Aggregate Post-Closing Adjustment in either cash or a combination of cash and shares of Purchaser Class B Common Stock, and if a combination of cash and shares, in accordance with Purchaser’s elected Stock Percentage and resulting Cash Percentage pursuant to Section 2.3, at Purchaser’s election. To the extent necessary to comply with applicable Law, Sellers’ Representative shall direct distribution of the Pro Rata Share of cash payments payable in respect of Optionholders under this Section 3.2(b) to Freedom Powersports or FPS Real Estate, as applicable, to be distributed in an ordinary or special payroll. If Purchaser elects to pay the Aggregate Post-Closing Adjustment in shares of Purchaser Class B Common Stock, each share of Purchaser Class B Common Stock will have a deemed value equal to the calculation of the valuation of the Purchaser Class B Common Stock made for the Aggregate Closing Payment Shares. (c) Subject to the provisions of this Section 3.2, if the Aggregate Post-Closing Adjustment is a negative number, the Sellers shall pay to the Purchaser an amount equal to the absolute value of the Aggregate Post-Closing Adjustment (x) first, by Sellers’ Representative and Purchaser delivering joint written instructions to the Cash Escrow Agent to release an amount up to the Adjustment Escrow Amount to Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser, (y) second, by Sellers’ Representative and Purchaser delivering joint written instructions to the Share Escrow Agent to release Escrow Shares from Share Escrow Fund (with the number of Escrow Shares to be released to be determined on the basis of each Escrow Share having a deemed value equal to the value of the Purchaser Class B Common Stock made for the Aggregate Closing Payment Shares), and (z) third, if the Aggregate Post-Closing Adjustment exceeds the Adjustment Escrow Amount and the value (as provided in the immediately preceding clause (y)) of the Escrow Shares, the Sellers (jointly and severally) shall pay to the Purchaser an amount in cash equal to the Aggregate Post-Closing Adjustment less the Adjustment Escrow Amount and value of the Escrow Shares released to Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser. (d) After receipt of the Post-Closing Adjustment Statements, the Sellers’ Representative shall have thirty (30) calendar days (the “Review Period”) to review the Post-Closing Adjustment Statements. During the Review Period, the Sellers’ Representative and its advisors shall have reasonable access to the books and records of Purchaser and the Seller in respect of Acquired Companies, the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLPpersonnel of, and agrees work papers prepared by, the Purchaser and/or the Purchaser’s accountants to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing extent that they relate to Ernst & Young LLP a signed management representation letter with respect thereto the Post-Closing Adjustment Statements and to such historical financial information (to the extent in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by Purchaser’s possession) relating to the Seller consistent with past practice on or no more than three days before Post-Closing Adjustment Statements as the Closing Date Sellers’ Representative may reasonably request for the purpose of assisting reviewing the Post-Closing Adjustment Statements and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the preparation normal business operations of the Draft Purchaser or the Acquired Companies; provided, further, that such access shall not jeopardize the attorney-client privilege or attorney work-product doctrine or any other applicable privilege to which any such books and records, materials and other information is subject. (e) On or prior to the last day of the Review Period, the Sellers’ Representative may object to either or both of the Freedom Post-Closing Adjustment Statement or the FPS Real Estate Post-Closing Adjustment Statement by delivering to the Purchaser a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item, the disputed amount (including the Sellers’ Representative determination of Working Capital and Fixed Assetsthe applicable amount), and the Buyer and their respective independent auditors shall have basis for the right to observe Sellers’ Representative’s disagreement (the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft “Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed AssetsObjections”). If the Buyer delivers Sellers’ Representative fails to deliver the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or Objections before the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as expiration of the close of business on Review Period, any Post-Closing Adjustment Statement and the Objection Deadline Date, Post-Closing Adjustment reflected in the Draft Post-Closing Adjustment Statement of Working Capital and Fixed Assets not objected to shall be deemed to be have been accepted by the Final Closing Balance SheetSellers’ Representative and the Sellers for all purposes hereunder. If the Buyer timely objects to Sellers’ Representative delivers the Draft Statement of Working Capital Objections before the expiration of the Review Period and Fixed Assets, in accordance compliance with the terms of this Section 1.6(a)3.2, such objections shall be resolved as follows: (1) The Buyer the Purchaser and the Seller Sellers’ Representative shall first use Reasonable Best Efforts negotiate in good faith to resolve such objectionsobjections within thirty (30) calendar days after the delivery of the Statement of Objections (the “Resolution Period”). The Parties acknowledge and agree that the Federal Rules of Evidence Rule 408 and any similar state rules shall apply to the Sellers’ Representative (and any of its Representatives) and the Purchaser (and any of its Representatives) during any such negotiations and any subsequent dispute arising therefrom. If the objections are resolved within the Resolution Period, the Post-Closing Adjustment and the Freedom Post-Closing Adjustment Statement or the FPS Real Estate Post-Closing Adjustment Statement, as applicable, with such changes as may have been previously agreed in writing by the Purchaser and the Sellers’ Representative, shall be final, conclusive and binding. (2f) If the Buyer Sellers’ Representative and the Seller do not Purchaser fail to reach a resolution an agreement with respect to all of all objections the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent, nationally or regionally recognized firm of certified public accountants mutually acceptable to Purchaser and the Sellers’ Representative (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Freedom Post-Closing Adjustment or FPS Real Estate Post-Closing Adjustment, as the case may be, and the Freedom Post-Closing Adjustment Statement or the FPS Real Estate Post-Closing Adjustment Statement, as applicable. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Adjustment Statement and the Statement of Objections, respectively. The Independent Accountants shall make a final determination of each such item based solely on (A) the Buyer's statement definitions and other applicable provisions of objections within 30 days after delivery this Agreement (and shall not conduct an independent investigation), (B) a single written presentation submitted by each of the Purchaser and the Sellers’ Representative (which the Independent Accountants shall be instructed to distribute to the Purchaser and the Sellers’ Representative upon receipt of both such presentations) and (C) one written response of the Purchaser and the Sellers’ Representative to each such presentation so submitted (which the Independent Accountants shall be instructed to distribute to the Purchaser and the Sellers’ Representative upon receipt of such statement responses). For the avoidance of objectionsdoubt, neither the Purchaser nor the Sellers’ Representative shall have any remaining disagreements shall be referred ex parte communications with the Independent Accountants relating to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objectionsthis Agreement. (3g) If all objections set forth The costs and expenses of the Independent Accountants shall be borne by the Purchaser, on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Sellerone hand, and the AccountantSellers’ Representative, to resolve any remaining objections set forth on the Buyer's statement other hand, based on the inverse of objections (the "Unresolved Objections"). (4) The Buyer and percentage that the Seller shall jointly submit Independent Accountants’ determination bears to the Accountant, within 10 days after the date total amount of the engagement of the Accountant (items in dispute as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum originally submitted to the Accountant by Independent Accountant. For example, if the other Party. Unless requested by Sellers’ Representative challenges the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised calculation of the Draft Statement Adjustment Amount contained in the Post-Closing Adjustment Statements by an aggregate amount of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer $100,000, and the Seller and pursuant to Independent Accountants determines that the Accountant's resolution Sellers’ Representative has a valid claim for $60,000 of the Unresolved Objections. Such balance sheet $100,000 challenged, then the Purchaser shall be deemed to be the Final Closing Balance Sheet. bear sixty percent (660%) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, Independent Accountants and the denominator of which is the excess of Sellers’ Representative shall bear forty percent (y40%) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (bh) Upon completion The Independent Accountants shall make a determination as soon as practicable (but in any event within thirty (30) calendar days or such other time as the Parties hereto shall mutually agree in writing) after their engagement, and their resolution of the Final Disputed Amounts and their adjustments to the Freedom Post-Closing Balance SheetAdjustment Statement or the FPS Real Estate Post-Closing Adjustment Statement, as applicable, and/or the "Initial Sale Price" Freedom Post-Closing Adjustment or the FPS Real Estate Post-Closing Adjustment, as applicable, shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Valuefinal, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final conclusive and binding upon the Parties hereto other than in the case of manifest error. (i) Except as otherwise provided herein, any payment of the Aggregate Post-Closing Adjustment shall be due (x) within five (5) Business Days of acceptance of the Post-Closing Adjustment Statements or (y) if there are Disputed Amounts, then within five (5) Business Days of the Final Adjustment Amount results resolution described in Section 3.2 above. (j) Any payments made pursuant to Section 3.2 shall be treated as an increase in the Initial Sale Price, the Buyer shall make a cash payment adjustment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing Purchase Price by the SellerParties for Tax purposes, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer unless otherwise required by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentLaw.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after As promptly as practicable (but not later than ninety (90) days) following the Closing Date as followsDate, Buyer shall: (i) Within 30 days after the Closing Dateprepare, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLPAgreed Accounting Principles, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for Balance Sheet (the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final “Preliminary Closing Date Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a”), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if deliver to Seller the Book Value as shown on the Final Preliminary Closing Date Balance Sheet exceeds and a written statement setting forth in reasonable detail Buyer’s calculation of the Estimated Closing Book ValueDate Working Capital (the “Preliminary Closing Date Working Capital”). (b) Seller may, within sixty (60) days after the date of receipt of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital (such period, the Initial Sale Price “Review Period”), deliver to Buyer a written statement (“Notice of Objection”) setting forth its objections thereto, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event Seller does not so object within the Review Period, the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital shall be increased final and binding as the Closing Date Balance Sheet and the Closing Date Working Capital, respectively, for purposes of this Agreement. In the event Seller so objects within the Review Period, Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital and, in the event Seller and Buyer so resolve any such excess amountdifferences, the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital, in each case as adjusted by the Agreed Adjustments, shall be final and binding as the Closing Date Balance Sheet and the Closing Date Working Capital, respectively, for purposes of this Agreement. In the event any objections raised by Seller are not resolved by Agreed Adjustments within fifteen (15) days after Buyer’s receipt of the Notice of Objection, then Buyer and Seller shall submit the objections that are then unresolved to an independent national accounting firm acceptable to both Buyer and Seller, and such firm (the “Accounting Firm”) shall be directed by Buyer and Seller to resolve the unresolved objections as promptly as reasonably practicable and to deliver (within 30 days after the engagement of the Accounting Firm) written notice to each of Buyer and Seller setting forth its resolution of the disputed matters. The cumulative net adjustment Accounting Firm’s role in completing such review shall be limited to resolving such objections and determining the aggregate Purchase Price pursuant correct calculations to clauses be used with respect to only the disputed portions of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital. In resolving such objections, the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital and the decision of the Accounting Firm shall be solely based on (i) through whether such item objected to was prepared in accordance with the guidelines set forth in this Agreement concerning determination of the amounts set forth therein, including, for the avoidance of doubt, the Agreed Accounting Principles or (ii) abovewhether such item objected to contains a mathematical or clerical error; provided, whether positive however, that, in making such decision, the Accounting Firm shall not use any dollar amount that is either lower or negativehigher, is as applicable, than those which were proposed by Buyer and Seller. The Preliminary Closing Date Balance Sheet and the "Final Adjustment AmountPreliminary Closing Date Working Capital, in each case after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the Closing Date Balance Sheet and the Closing Date Working Capital, respectively, for purposes of this Agreement." (c) Within 10 business days after the Final Closing Balance Sheet becomes final Each of Buyer and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment available, and shall cause their respective Affiliates to make available, to the Buyer by wire transfer other and their respective Affiliates and representatives (at the expense of the requesting party) and, if applicable, the Accounting Firm, such personnel, books, records and other information (including work papers) as any of the foregoing may reasonably request in immediately available funds connection with the preparation and/or review of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Date Working Capital, respectively, or any matters submitted to an account or accounts designated in writing by the Buyer, in either case Accounting Firm. The fees and expenses of the Accounting Firm under clause (i) or (ii) of this Section 1.6(c)3.3, in an amount equal to the sum of (X) the Final Adjustment Amount if any, shall be paid 50% by Buyer and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment50% by Seller.

Post-Closing Adjustments. The Corporation has heretofore delivered to Purchaser a balance sheet which is attached hereto as Exhibit A (athe "Estimated Balance Sheet") The Initial Sale Price shall be determined after and a --------- ----------------------- calculation of the Closing Date Corporation's net worth (the "Estimated Net Worth"). As ------------------- soon as follows: (i) Within 30 practicable, but no later than 15 days after the Closing Date, a representative of the Seller Purchaser and a representative of the Sellers shall work together to prepare and deliver a balance sheet of the Corporation (the "Closing Date Balance Sheet" and a calculation of the Closing Date Net -------------------------- Worth (the "Closing Date Net Worth"), utilizing generally accepted ---------------------- accounting principles, consistently applied, provided that in calculating inventory, the representatives shall allocate overhead on finished goods for current merchandise in accordance with methodology previously utilized by the Corporation. In the event that such representatives are not able to reach an agreement about the Closing Date Balance Sheet and the Closing Date Net Worth within 15 days after the Closing, the Purchaser and the Sellers shall promptly collectively select and retain a regionally recognized independent accounting firm acceptable to the Buyer Sellers and Purchaser (the Draft Statement of Working Capital and Fixed Assets"Independent Accountant") to resolve any disputes. The Seller fees ---------------------- and expenses of the Independent Accountant shall prepare be paid by the Draft Statement party (with the Purchaser deemed to be one party and the Sellers collectively another) whose estimate of Working Capital and Fixed Assets the Closing Date Net Worth is furthest from the Independent Accountant's calculation of the Closing Date Net Worth. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the Working Capital and Fixed Assets of final Closing Date Balance Sheet, or, as the Business case may be, setting forth its determination as of to the close of business on disputed matters submitted to it. The date upon which agreement is reached regarding the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements Net Worth shall be referred to as the chief financial officers "Settlement Date." For a period of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days three months after the referral Closing Date, --------------- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, acting jointly for the benefit of the Surviving Corporation, shall assist the Surviving Corporation in the management of the Closing Date accounts payable and accrued expenses. In the event that such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed items are satisfied by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or Surviving Corporation at less than the smallest face value for such item claimed by either party. (5) Within 90 days after thereof, then the date of its engagement hereunder, difference between the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer amounts payable and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet amounts paid shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, serve as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net upward adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment be paid to the Seller by wire transfer Sellers as promptly as reasonably practicable after November 30, 2002 in immediately available funds to an account or accounts designated in writing by shares of Sherwood Common Stock, valued at the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentFebruary 14 FMV.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after Within ninety (90) days following the Closing Date as follows: or, if earlier, within thirty (i30) Within 30 days after the Closing Date, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted delivery by the Seller consistent with past practice on or no more than three days before to the Buyer, pursuant to the Transition Services Agreement (to the extent required thereby), of the data required to complete the Closing Date for Statement, the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, Seller a certificate executed by the Objection Deadline Date, either a notice indicating that an executive officer of the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4“Closing Statement”) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution actual amounts of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by Net Working Capital (the principles set forth in this Section 1.6“Post-Closing Net Working Capital”), (ii) Net Indebtedness (the “Post-Closing Net Indebtedness”), (iii) Transaction Expenses (the “Post-Closing Transaction Expenses”) and (iv) the Post-Closing Adjustment Amount, together with reasonable supporting documentation. For purposes of this Agreement, “Post-Closing Adjustment Amount” means an amount (which may be positive or negative) equal to (A) the Post-Closing Net Working Capital, plus (B) the Post-Closing Net Indebtedness, minus (C) the Post-Closing Transaction Expenses, minus (D) the Target Net Working Capital. The amount of the Post-Closing Adjustment Amount shall further limit its review be denominated in Dollars. The Buyer agrees to whether prepare the Draft Closing Statement of and determine the Post-Closing Net Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 the Accounting Rules, and determine Post-Closing Net Indebtedness and Post-Closing Transaction Expenses in accordance with the definitions thereof (iii) including, for the avoidance of doubt, any definitions of terms referred to therein). Such calculations are not intended to, and shall not assign a value to any item greater not, permit the introduction of different components, judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Post-Closing Net Working Capital, Post-Closing Net Indebtedness and Post-Closing Transaction Expenses other than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer Accounting Rules and the Seller applicable definitions (including, for the avoidance of doubt, any definitions of terms referred to therein) of Post-Closing Net Working Capital, Post-Closing Net Indebtedness and pursuant Post-Closing Transaction Expenses, as the case may be, or to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final take into account any events, conditions or developments occurring after Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheetcalculations, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fractioncomponents, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheetjudgments, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyeraccounting methods, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheetpolicies, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Valueprinciples, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Valuepractices, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) aboveprocedures, whether positive classifications or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.estimation

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined As soon as practicable after the Closing Date as follows: but in no event later than ninety (90) days after the delivery by Seller to Purchasers of the Trial Balance Account Information for the preparation of the applicable Post-Closing Statement, each Purchaser shall deliver to Seller a written statement (each, a “Post-Closing Statement”) setting forth such Purchaser’s good faith estimate of: (i) Within 30 days after Cash of the ACAMS Companies (including the amount of Pre-Closing DateDistributed ACAMS China Cash), the Seller shall prepare ▇▇▇▇▇▇ Companies, and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business OCL, as applicable, each as of the close of business on the Closing Date Benchmark Time (the "Book Value"“Preliminary Cash”), which shall be (ii) Indebtedness of the ACAMS Companies, the ▇▇▇▇▇▇ Companies, and OCL, as applicable, each as of the Benchmark Time (the “Preliminary Indebtedness”), (iii) Net Working Capital of the ACAMS Companies, the ▇▇▇▇▇▇ Companies, and OCL, as applicable, each as of the Benchmark Time (the “Preliminary Net Working Capital”) and (iv) the resulting calculation of the ACAMS Purchase Price and ▇▇▇▇▇▇/OCL Purchase Price (such amount, the “Preliminary Closing Purchase Price”), together with reasonable supporting detail and documentation, in each case, prepared in accordance with this Agreement, including the books and records Accounting Principles. (b) Upon receipt of the applicable Post-Closing Statement from a Purchaser, Seller in respect shall have forty-five (45) days (the “Review Period”) to review such Post-Closing Statement and related computations of the Business Preliminary Cash, the Preliminary Indebtedness, the Preliminary Net Working Capital and shall be based upon an unaudited balance sheet as of that the Preliminary Closing Purchase Price in each case, applicable to such Business. Following the Closing through the date that is prepared the Final Closing Statement applicable to a Purchaser becomes final and binding in accordance with GAAP Consistently Applied. Section 2.4(d), Seller, its Controlled Affiliates, its and their Representatives and any accountants, advisors or other representatives retained by Seller acknowledges shall be permitted to access and agrees review the books, records and work papers of the ACAMS Companies, ▇▇▇▇▇▇ Companies, or OCL as applicable to such Final Closing Statement and such Purchaser that Buyer desires that are reasonably related to the foregoing balance sheet be audited by Ernst & Young LLPapplicable calculations of Cash, Indebtedness and Net Working Capital, and agrees to such Purchaser shall, and shall cause its Controlled Affiliates (including the applicable Acquired Companies) and its and their respective Representatives, accountants, advisors and other representatives to, cooperate with Ernst & Young LLP's audit of the balance sheetand assist Seller, its Controlled Affiliates, its and their Representatives and any accountants, advisors and other representatives retained by Seller in connection with such review, including by providing access to Ernst & Young LLP such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. If Seller has accepted a signed management representation letter with respect thereto Purchaser’s Post-Closing Statement in writing or has not given written notice to such Purchaser setting forth any objection of Seller to such Post-Closing Statement (or any other inaccuracy in such Post-Closing Statement, including any scrivener’s error), specifying in reasonable detail the form customarily requested basis for such objection and obtained by Ernst & Young LLP. A physical inventory Seller’s proposed modifications to such Post-Closing Statement (such notice, the “Statement of Objections”) prior to the expiration of the Review Period, then such Post-Closing Statement shall be conducted by final and binding upon the Seller consistent with past practice on or no and the applicable Purchaser, and shall be deemed the Final Closing Statement between Seller and such Purchaser for purposes of Section 2.4(d). For the avoidance of doubt, Seller may not submit more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft one Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right Objections to observe the taking of such physical inventoryeach Purchaser. (iic) The Buyer shall deliver In the event that Seller delivers a Statement of Objections to a Purchaser prior to the Sellerexpiration of the Review Period, Seller and such Purchaser shall negotiate in good faith to resolve any such objection on Cash, Indebtedness or Net Working Capital, as the case may be, within thirty (30) days following the receipt by such Purchaser of the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections Objections (if any) to the Draft Statement of Working Capital and Fixed Assets“Consultation Period”). If Seller and such Purchaser reach an agreement in writing as to any such objections within the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline DateConsultation Period, the Draft Statement of Working Capital amounts so agreed upon shall be final and Fixed Assets such agreement shall be deemed to be included in the Final Closing Balance SheetStatement between Seller and such Purchaser for purposes of Section 2.4(d). If Seller and such Purchaser are unable to reach an agreement in writing as to any such objections within the Buyer timely objects Consultation Period, then either Seller or such Purchaser may submit such matter to the Draft Settlement Accountant for resolution of those items on the Statement of Working Capital Objections between Seller and Fixed Assetssuch Purchaser that remain in dispute (the “Disputed Items”). If requested by the Settlement Accountant, each of Seller and such Purchaser shall enter into a customary engagement letter with the Settlement Accountant and provide customary indemnities in accordance with this Section 1.6(a)favor of the Settlement Accountant. The Settlement Accountant shall act as an expert and not as an arbitrator, such objections and shall be resolved as follows: (1) The Buyer and only consider the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) Disputed Items. If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be Disputed Item is referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute)Settlement Accountant, who shall use reasonable efforts to resolve such objections. (3) If all objections set forth Seller, on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Sellerone hand, and the Accountantapplicable Purchaser, to resolve any remaining objections set forth on the Buyer's statement other hand, shall prepare separate written reports of objections (the "Unresolved Objections"). (4) The Buyer each such Disputed Item and the Seller shall jointly submit deliver such reports to the Accountant, Settlement Accountant and each other within 10 days fifteen (15) Business Days after the date of the engagement of the Settlement Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)is retained. Each of the Buyer Seller and the Seller applicable Purchaser shall submit have ten (10) Business Days after receipt of the other party’s written report to deliver to the Settlement Accountant (with a copy delivered to the and each other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which one written rebuttal thereto. The Settlement Accountant may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item Disputed Item greater than the greatest value for such item Disputed Item claimed by any party either Seller or such Purchaser or less than the smallest value for such item Disputed Item claimed by either partySeller or such Purchaser. Seller and such Purchaser shall use their respective commercially reasonable efforts to cause the Settlement Accountant to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the later of the submission of the (i) written reports and (ii) written rebuttals, if any. The Settlement Accountant’s review and determination shall be (A) limited only to the Disputed Items in the reports and rebuttals prepared and submitted to the Settlement Accountant by Seller and such Purchaser (i.e., not on the basis of an independent review), (B) based solely on such reports and rebuttals submitted by Seller and such Purchaser and the basis for Seller’s and such Purchaser’s respective positions and (C) in accordance with the terms and procedures set forth in this Agreement, including the Accounting Principles, and consistent with the definitions of Cash, Indebtedness, and Net Working Capital contained herein. Neither Seller nor such Purchaser shall authorize the Settlement Accountant to modify or amend any term or provision hereof or modify items previously agreed in writing between Seller and such Purchaser. During the review by the Settlement Accountant, each of Seller and such Purchaser shall, and shall cause their respective Subsidiaries (including, in the case of such Purchaser, the applicable Acquired Companies) and their respective Representatives, accountants, advisors and other representatives to, each make available to the Settlement Accountant interviews with such personnel, and such information, books, records and work papers as may be reasonably requested by the Settlement Accountant to fulfill its obligations under this Section 2.4(c); provided that the accountants of Seller or such Purchaser shall not be obliged to make any work papers available to the Settlement Accountant except in accordance with such accountants’ normal disclosure procedures and then only after such Settlement Accountant has signed a customary agreement relating to such access to work papers. A copy of all materials submitted to the Settlement Accountant shall be provided by Seller or such Purchaser, as applicable, to the other party in the dispute concurrently with the submission thereof to the Settlement Accountant; provided that the accountants of Seller or such Purchaser, as applicable, shall not be obliged to make any work papers available to the other party except in accordance with such accountants’ normal disclosure procedures and then only after such other party has signed a customary agreement relating to such access to work papers. Neither Seller nor such Purchaser may disclose to the Settlement Accountant, and the Settlement Accountant may not consider for any purpose, any settlement discussions or settlement offer(s) made by or on behalf of either Seller or such Purchaser unless otherwise agreed by Seller and such Purchaser. Neither Seller nor such Purchaser shall communicate with the Settlement Accountant unless the other party is present or party to such communication. The Settlement Accountant shall have exclusive jurisdiction over, and resort to the Settlement Accountant as provided in this Section 2.4(c) shall be the only recourse and remedy of the parties against one another with respect to, any disputes arising out of or relating to the calculation of, and any adjustments to, the Purchase Price; provided that, upon the determination of the Settlement Accountant, such determination may be entered and enforced in any court of competent jurisdiction in accordance with Section 12.8. The final determination with respect to all Disputed Items shall be set forth in a written statement by the Settlement Accountant delivered to Seller and such Purchaser and, absent mathematical or manifest error or fraud, the resolution of the dispute by the Settlement Accountant shall be final, binding and non-appealable on the parties and such determination may be entered and enforced in any court of competent jurisdiction in accordance with Section 12.8. The costs and expenses of the Settlement Accountant shall be borne by Seller and such Purchaser in proportion to the difference between the Settlement Accountant’s determination of the Purchase Price and the determination of the Purchase Price claimed by Seller and such Purchaser. For example, if a Purchaser claims that the Purchase Price is, in the aggregate, $1,000 greater than the amount determined by Seller and if the Settlement Accountant ultimately resolves the dispute by awarding to such Purchaser an aggregate of $300 of the $1,000 contested, then the costs and expenses of the Settlement Accountant will be allocated 30% to Seller and 70% to ▇▇▇▇▇▇▇▇▇. (5▇) Within 90 days after Each Post-Closing Statement as agreed to by Seller and the date of its engagement hereunder, the Accountant shall determine whether the objections raised applicable Purchaser or as determined by the Buyer are appropriate Settlement Accountant is referred to herein as a “Final Closing Statement” and shall issue a ruling that shall include a balance sheet, comprised (i) the Cash of the Draft ACAMS Companies, ▇▇▇▇▇▇ Companies, and OCL, as applicable, set forth on such Final Closing Statement shall be deemed the final Cash, (ii) the Indebtedness of the ACAMS Companies, ▇▇▇▇▇▇ Companies, and OCL, as applicable, set forth on such Final Closing Statement shall be deemed the final Indebtedness, (iii) the Net Working Capital of the ACAMS Companies, ▇▇▇▇▇▇ Companies, and OCL, as applicable, set forth on such Final Closing Statement shall be deemed the final Net Working Capital and Fixed Assets (iv) the ACAMS Purchase Price and ▇▇▇▇▇▇/OCL Purchase Price, as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet applicable, set forth on such Final Closing Statement shall be deemed the final ACAMS Purchase Price and ▇▇▇▇▇▇/OCL Purchase Price, as applicable (the “Final ACAMS Purchase Price” with respect to be the ACAMS Purchase Price and the “Final Closing Balance Sheet▇▇▇▇▇▇/OCL Purchase Price” with respect to the ▇▇▇▇▇▇/OCL Purchase Price). (6i) In the event that the Final ACAMS Purchase Price is greater than the Closing ACAMS Purchase Price (such excess, the “Final ACAMS Overage”), Amber Purchaser shall deposit, or cause to be deposited, within five (5) Business Days of the determination of the Final ACAMS Overage and the Final ACAMS Closing Statement, with Seller, by wire transfer of immediately available funds, an amount equal to the Final ACAMS Overage. (ii) In the event that the Closing ACAMS Purchase Price is greater than the Final ACAMS Purchase Price (such excess, the “Final ACAMS Underage”), Seller shall deposit, or cause to be deposited, within five (5) Business Days of the determination of the Final ACAMS Underage and the Final ACAMS Closing Statement, with Amber Purchaser, by wire transfer of immediately available funds, an amount equal to the Final ACAMS Underage. (iii) In the event that the Closing ACAMS Purchase Price is equal to the Final ACAMS Purchase Price, neither Amber Purchaser nor the Seller shall be required to make any further payments in respect of the ACAMS Purchase Price. (i) In the event that the Final ▇▇▇▇▇▇/OCL Purchase Price is greater than the Closing ▇▇▇▇▇▇/OCL Purchase Price (such excess, the “Final ▇▇▇▇▇▇/OCL Overage”), ▇▇▇▇▇▇▇▇▇ shall deposit, or cause to be deposited, within five (5) Business Days of the determination of the Final ▇▇▇▇▇▇/OCL Overage and the Final ▇▇▇▇▇▇/OCL Closing Statement, with Seller, by wire transfer of immediately available funds, an amount equal to the Final ▇▇▇▇▇▇/OCL Overage. (ii) In the event that the Closing ▇▇▇▇▇▇/OCL Purchase Price is greater than the Final ▇▇▇▇▇▇/OCL Purchase Price (such excess, the “Final ▇▇▇▇▇▇/OCL Underage”), Seller shall deposit, or cause to be deposited, within five (5) Business Days of the determination of the Final ▇▇▇▇▇▇/OCL Underage and the Final ▇▇▇▇▇▇/OCL Closing Statement, with ▇▇▇▇▇▇▇▇▇, by wire transfer of immediately available funds, an amount equal to the Final ▇▇▇▇▇▇/OCL Underage. (iii) In the event that the Closing ▇▇▇▇▇▇/OCL Purchase Price is equal to the Final ▇▇▇▇▇▇/OCL Purchase Price, neither ▇▇▇▇▇▇▇▇▇ nor the Seller shall be required to make any further payments in respect of the ▇▇▇▇▇▇/OCL Purchase Price. (g) The resolution by parties agree to treat for all applicable income tax purposes any adjustment as determined pursuant to this Section 2.4 as an adjustment to the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. Purchase Price. (h) The Buyer and the Seller agree that the procedure process set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets 2.4 shall be the sole and exclusive method remedy of Seller and its Controlled Affiliates and each Purchaser and its Affiliates for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court disputes related to enforce the ruling of the Accountant. (7) The Buyer Purchase Price, Closing Purchase Price, Preliminary Closing Purchase Price, Final Purchase Price and the Seller shall share the fees calculations and expenses of the Accountant amounts on which they are based upon what portion of the changes called for or set forth in the Buyer's statement related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of objections are reflected any representations or warranties contained in this Agreement. For the avoidance of doubt, the Final Closing Balance SheetACAMS Purchase Price, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheetone hand, and the denominator of which is the excess of (y) the Book Value as shown Final ▇▇▇▇▇▇/OCL Purchase Price, on the Draft other hand, shall be determined independently of one another, and the delivery or non-delivery of the Post-Closing Statement, Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all Objections or other document in respect of the changes called for calculation of the Final ACAMS Purchase Price shall not affect the time periods set forth herein in the Buyer's statement respect of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes such items with respect to the Book Value requested by Buyercalculation of the Final ▇▇▇▇▇▇/OCL Purchase Price, except and vice versa. In no event shall the Unresolved Objections); and (2) the Seller shall Amber Purchaser be responsible for the balance payment of such fees and expenses. (b) Upon completion any portion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate ▇▇▇▇▇▇/OCL Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is any adjustment in respect thereof and in no event shall ▇▇▇▇▇▇▇▇▇ be responsible for the "Final Adjustment Amountpayment of any portion of the ACAMS Purchase Price or any adjustment in respect thereof." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price Total Consideration shall be determined adjusted after the Closing Date as follows: (i) Within 30 ninety (90) days after following the Closing Date, the Seller Operating Partnership shall prepare and deliver to the Buyer Contributors a statement setting forth a calculation of the Draft Statement of aggregate Net Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business Initial Property Owners and the Second City Initial Property Owners (as defined in the Second City Contribution Agreement) as of the close of business 12:00 A.M., New York City time, on the Closing Date (the "Book Value"“Closing Date Net Working Capital”), which calculation shall be prepared in accordance a manner consistent and using the same methodology with the books and records of the Seller in respect of the Business and shall be based upon an unaudited most recent available balance sheet as of that date that is prepared attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP Consistently AppliedGAAP. Seller acknowledges and agrees that Buyer desires that For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice current asset accounts listed on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking Schedule 1.02(b)(i) as of such physical inventorydate, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Buyer Operating Partnership shall deliver to comply with the Seller, by Contributors’ reasonable requests for supporting documentation used in the Objection Deadline Date, either a notice indicating that preparation of the Buyer accepts the Draft Statement of Closing Date Net Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to access the Draft Statement of Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Resolution Date”): (a) the Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Balance Sheet. Date Net Working Capital; (b) the failure of the Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If the Buyer timely objects to Contributors disagree with the Draft Statement Closing Date Net Working Capital, the Contributors may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved supporting documentation as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or requested pursuant to Section 1.6(a)(ii)(B1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation of the Buyer Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the Seller shallitems, within 30 days following the expiration of facts, amounts, calculations, or valuations used to determine such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) line items. The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet Contributors shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the Final Closing Balance Sheetparties hereto. (6iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and the Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, the Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The resolution Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Accountant Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the Unresolved Objections shall fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be conclusive bound jointly and binding upon severally to the Buyer Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Seller. The Buyer Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes Contributors with respect to the Draft Statement of Working Capital fees and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling costs of the AccountantIndependent Accounting Firm. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Base Purchase Price set forth in Section 1.03 hereof shall be determined subject to adjustment after the date of the Closing Date (the "Closing Date") as follows: (ia) Within 30 As promptly as possible following the Closing Date, the Buyer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for the Buyer (the "Buyer's Auditors"), to conduct an audit of the books and records of the Company as of the Closing Date. Not later than 75 days after the Closing Date, the Seller Buyer shall prepare and cause the Buyer's Auditors to deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets a balance sheet of the Business Company as of the close of business on the Closing Date (as corrected pursuant to Section 1.04(c) hereof, the "Book ValueClosing Balance Sheet"), which ) to each of the parties to this Agreement. The Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles ("USGAAP"), and in a manner consistent with the books and records Financial Statements of the Seller Company referred to in respect Section 3.06 except to the extent inconsistent with USGAAP, without any adjustments applicable solely as a result of the Business acquisition of the Shares by the Buyer on the Closing Date, and shall be based upon an unaudited balance sheet as of that date that is prepared certified without qualification by the Buyer's Auditors in accordance with GAAP Consistently Appliedgenerally accepted auditing standards. Seller acknowledges The Closing Balance Sheet shall be accompanied by a statement prepared by the Buyer's Auditors setting forth the basis for the determination of the items and agrees that Buyer desires that values reflected on the foregoing balance sheet be audited by Ernst & Young LLPClosing Balance Sheet. (b) The Stockholder and one firm of independent certified public accountants acting on behalf of the Stockholder (the "Stockholder's Auditors") shall have the right to review the work papers of the Buyer's Auditors utilized in preparing the Closing Balance Sheet, and agrees shall have full access to the books, records, properties and personnel of the Company for purposes of verifying the accuracy and fairness of the presentation of the Closing Balance Sheet. The Stockholder shall work in good faith and reasonably cooperate with Ernst & Young LLPthe Buyer and the Buyer's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting Auditors in the preparation of the Draft Statement of Working Capital and Fixed Assets, Closing Balance Sheet and the Buyer and their respective independent auditors shall have the right resolution of any dispute in connection therewith pursuant to observe the taking of such physical inventoryparagraph (c) below. (iic) The Buyer values or amounts for each item reflected on the Closing Balance Sheet shall deliver to be binding upon the SellerStockholder (absent fraud or manifest error), by unless the Objection Deadline Date, either a Stockholder gives written notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of within 45 days after delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet, of disagreement with any of the values or amounts shown on the Closing Balance Sheet, specifying as to each such item in reasonable detail, the nature and extent of such disagreement (the "Dispute Notice"). If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, Stockholder are unable to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), such disagreement within 45 days after the date of the engagement delivery of the AccountantDispute Notice, the disagreement shall be submitted to arbitration in accordance with the provisions of Section 11 hereof. If as a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each result of the Buyer resolution of any disputes by agreement or by arbitration pursuant to Section 11, any amount shown in the Closing Balance Sheet is determined to be not in conformance with the provisions hereof, such nonconforming amount shall be deleted from the Closing Balance Sheet and the Seller may conforming amount shall be inserted in lieu thereof. The Closing Balance Sheet, as so conformed, shall constitute the Closing Balance Sheet for purposes of this Agreement. (but d) The Buyer shall not be required to) submit to pay the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date fees and disbursements of the engagement Buyer's Auditors. The fees and disbursements of the Accountant, a memorandum responding to Stockholder's Auditors incurred in the initial memorandum submitted to review of the Accountant Closing Balance Sheet shall be paid by the other Party. Unless requested Stockholder. (e) Immediately upon the expiration of the 45-day period for giving the Dispute Notice, if no Dispute Notice is received by the Accountant in writingBuyer, neither Party may present any additional information or arguments immediately upon the resolution of disputes, if any, pursuant to the Accountant, either orally or in writing. In resolving any Unresolved Objectionsthis Section 1.04, the Accountant Base Purchase Price shall be adjusted as follows (as so adjusted, the "Adjusted Purchase Price"): (i) If the Closing Net Worth of the Company (as such term is defined below) on the Closing Date is less than $14,963,000, the deficiency shall be bound by deducted from the principles set forth in this Section 1.6, Base Purchase Price to obtain the Adjusted Purchase Price. (ii) If the Closing Net Worth of the Company on the Closing Date is more than $14,963,000, the excess shall further limit its review be added to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and Base Purchase Price to obtain the Adjusted Purchase Price. (iii) The term "Closing Net Worth" of the Company is defined as the excess of the total assets over the total liabilities as shown in the Closing Balance Sheet adjusted for the items (A) through (F) described below: (A) The aggregate amount of allowance for uncollectible accounts receivable and the allowance for sales returns and concessions included in the Closing Balance Sheet in excess of the aggregate amount of the same allowances included in the Company's unaudited financial statements prepared by the Stockholder as of the Closing Date ("Unadjusted Balance Sheet") will be excluded from the computation of Closing Net Worth. The Seller agrees that the Unadjusted Balance Sheet shall not assign a value contain allowances for uncollectible accounts receivable and sales returns and concessions at an aggregate amount equal to any item or greater than the greatest value for such item claimed by any party or less than aggregate amount ($264,279) included in the smallest value for such item claimed by either party. (5) Within 90 days after Company's financial statements as of December 31, 1996 in preparing the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Unadjusted Balance Sheet. (6B) The resolution aggregate net amount of all intangible assets resulting from the purchase of the Company by the Accountant Stockholder in December 1994 included in the Closing Balance Sheet will be excluded from the computation of Closing Net Worth of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the AccountantCompany. (7C) The Buyer and amount of Taxes (as defined in Section 3.09(a)) accruals included in the Seller shall share the fees and expenses Closing Balance Sheet in excess of the Accountant based upon what portion amount of Taxes accruals included in the Unadjusted Balance Sheet will be excluded from the computation of Closing Net Worth of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesCompany. (bD) Upon completion All liabilities due and payable to the Stockholder and its Affiliates will be excluded from the computation of Closing Net Worth of the Final Closing Balance Sheet, Company other than obligations arising from arm's-length transactions for the "Initial Sale Price" shall be determined sale of products or services entered into in the Ordinary Course of Business or as follows:otherwise contemplated hereby. (iE) if The amount of deferred revenue included in the Book Value as shown on the Final Closing Balance Sheet is less than Estimated in excess of the amount of deferred revenue included in the Unadjusted Balance Sheet will be excluded from the computation of Closing Book Value, Net Worth of the Initial Sale Price shall be decreased by such difference; andCompany. (iiF) if The amount of reserves for potential litigation settlements included in the Book Value as shown on the Final Closing Balance Sheet exceeds in excess of the Estimated amount of reserves for potential litigation settlements included in the Unadjusted Balance Sheet will be excluded from the computation of Closing Book Value, the Initial Sale Price Net Worth. (G) Fixed assets shall be increased by such excess amount. The cumulative net adjustment to recorded in the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon at their historical values less accumulated depreciation through the Parties (i) if Closing Date, using the Final Adjustment Amount results in an increase same useful lives, as used in the Initial Sale Price, preparation of the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentUnadjusted Balance Sheet.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within As soon as reasonably practical following (but not more than 30 days after after) the Closing Date, the Seller Surviving Corporation shall prepare and deliver to the Buyer Stockholders' Representative a calculation of the Draft Statement Total Transaction Consideration (the "CLOSING SCHEDULE"), together with an unaudited balance sheet of Working Capital and Fixed Assetsthe Company as of the Closing Date (immediately prior to the Effective Time) (the "CLOSING BALANCE SHEET"). The Seller Closing Balance Sheet shall prepare be prepared in accordance with GAAP and in accordance with the Draft Statement accounting policies and procedures of Working Capital and Fixed Assets setting the Company in effect on the date hereof. The Closing Schedule shall set forth the Working Capital and Fixed Assets of the Business Company as of the close Closing Date (immediately prior to the Effective Time) (the "CLOSING DATE WORKING CAPITAL") and the amount of business on Cage Cash of the Company as of the Closing Date (the "Book ValueCLOSING DATE CAGE CASH"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to Closing Schedule, including the SellerClosing Balance Sheet, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Closing Date Working Capital and Fixed Assets or a detailed statement describing its objections (if any) the Closing Date Cage Cash, shall become final and binding upon the parties, and not subject to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assetsany appeal, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either unless within 30 days following the date of delivery of such notice of acceptance or as of the close of business on Closing Schedule by the Objection Deadline DateSurviving Corporation to the Stockholders' Representative, the Draft Statement of Stockholders' Representative and the Surviving Corporation have been unable to agree on a final Closing Schedule, including the Closing Balance Sheet, the Closing Date Working Capital and Fixed Assets the Closing Date Cage Cash, in which case (A) the Stockholders' Representative shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects provide instructions to the Draft Statement of Working Capital and Fixed AssetsEscrow Agent, in accordance with this Section 1.6(athe Escrow Agreement, to release any portion of the Holdback Amount that is not in dispute (such amount, LESS any expenses of the Stockholders' Representative to be paid from, or reimbursed through deduction from, the Holdback Amount in accordance with SECTION 9.10(D), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer "UNDISPUTED HOLDBACK AMOUNT," and the Seller shall, within 30 days following the expiration amount of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyerany remaining Holdback Amount, the Seller"DISPUTED HOLDBACK AMOUNT") to the Paying Agent, as agent for the Stockholders, for distribution to the Stockholders in accordance with the Escrow Agreement and their Applicable Percentages and (B) the Stockholders' Representative and Parent shall submit all differences and disputes between the Stockholders' Representative and Parent relating to the Closing Schedule, including the Closing Balance Sheet, the Closing Date Working Capital and the AccountantClosing Date Cage Cash, to resolve any remaining objections set forth on the BuyerLas Vegas, Nevada office of Deloitte & Touche LLP, the Company's statement of objections accountants (the "Unresolved ObjectionsACCOUNTANTS"). (4) The Buyer , to be resolved by such firm, and such firm's opinion thereon and the Seller shall jointly submit to resulting Closing Schedule, including the AccountantClosing Balance Sheet, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Closing Date Working Capital and Fixed Assetsthe Closing Date Cage Cash, a copy shall be final and binding on the parties and not subject to any appeal. The Stockholders' Representative and Parent agree to request that the Accountants resolve all such difference and disputes within 15 days of submission to the Accountants. Parent and the Stockholders' Representative shall each pay (solely, in the case of the statement of objections delivered Stockholders' Representative, by deduction from the Buyer Disputed Holdback Amount prior to the Seller, and a statement setting forth the resolution making of any objections agreed payments to by the Buyer and the Seller and by the senior officers designated in or Parent pursuant to Section 1.6(a)(ii)(BSECTION 2.2(C)(III). Each ) the percentage of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date amount of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion Accountants equal to (A) the aggregate amount of the changes called for disputed matters submitted to the Accountants that are not settled in favor of such party (as finally determined by the Accountants), divided by (B) the aggregate amount of all disputed matters submitted to the Accountants. The Disputed Holdback Amount, less (x) any fees and expenses of the Accountants and (y) any expenses of the Stockholders' Representative, in the Buyer's statement case of objections are reflected in each of clauses (x) and (y), to be paid from, or reimbursed by deduction from, the Holdback Amount pursuant to this SECTION 2.2(C)(II)or SECTION 9.10(D) and not previously paid from the Holdback Amount, is referred to as the "REMAINING HOLDBACK AMOUNT." The date that the Closing Date Schedule, including the Closing Balance, the Closing Date Working Capital and the Closing Date Cage Cash, become final and binding on the parties and not subject to any appeal is referred to as the "FINAL DETERMINATION DATE." (iii) Within 10 days following the Final Closing Balance SheetDetermination Date pursuant to SECTION 2.2(C)(II), final adjustments to the Enterprise Price (the "FINAL ADJUSTMENTS") shall be made and paid as follows:follows (the date the Final Adjustments are so made and paid, the "FINAL ADJUSTMENT DATE"): (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess if (if any) of (wA) the Book Value as shown on the Draft Statement sum of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, Date Working Capital and the denominator of which is the excess of (y) the Book Value as shown on Closing Date Cage Cash is less than (B) the Draft Statement sum of (x) the Estimated Working Capital and Fixed Assets (after adjusting y) the Draft Statement Estimated Cage Cash, then a portion of the Remaining Holdback Amount equal to such difference shall be released by the Escrow Agent, pursuant to the Escrow Agreement, and paid to Parent; , PROVIDED, HOWEVER, that in the event that the amount of the Remaining Holdback Amount is less than the amount of such difference (the amount by which the Remaining Holdback Amount is less than the amount of such difference, the "HOLDBACK SHORTFALL"), then a portion of the Indemnification Escrow Fund equal to such Holdback Shortfall (up to the amount of the Indemnification Escrow Fund), shall be released by the Escrow Agent, pursuant to the Escrow Agreement, and paid to Parent; and (2) if the sum of (x) the Closing Date Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (zy) the Book Value as shown on Closing Date Cage Cash is greater than (B) the Draft Statement sum of (x) the Estimated Working Capital and Fixed Assets (after adjusting y) the Draft Statement of Working Capital and Fixed Assets Estimated Cage Cash, then Parent shall promptly pay, or cause to reflect all changes be paid to the Book Value requested by BuyerPaying Agent, except as agent for the Unresolved Objections); Stockholders, an amount in cash equal to such difference (such amount, the "FINAL BALANCE SHEET ADJUSTMENT") for distribution to the Stockholders in accordance with the Escrow Agreement and their Applicable Percentages. Upon the instruction of the Stockholders' Representative in accordance with the Escrow Agreement, any Holdback Amount that remains after making (A) any payment required to be made to Parent pursuant to SECTION 2.2(C)(III)(1) and (2B) any payment of any expenses of the Seller Stockholders' Representative to be paid from, or reimbursed by deduction from, the Holdback Amount in accordance with SECTION 9.10(D) and not previously paid from the Holdback Amount (such remaining Holdback Amount, the "FINAL HOLDBACK AMOUNT") shall be responsible promptly released by the Escrow Agent to the Paying Agent for distribution to the balance of such fees Stockholders in accordance with the Escrow Agreement and expensestheir Applicable Percentages. (biv) Upon completion On the later of (x) the Final Adjustment Date and (y) the 46th day following the Closing, Parent shall pay, or cause to be paid to the Paying Agent, as agent for the Stockholders, an amount in cash equal to the amount of any retention bonuses paid by the Company at Closing to any employees that have been terminated by the Surviving Corporation within forty-five days following the Closing (such amount, the "RETENTION BONUS ADJUSTMENT" and, together with the Final Balance Sheet Adjustment, the "FINAL ADJUSTMENT CONSIDERATION") for distribution to the Stockholders in accordance with the Escrow Agreement and their Applicable Percentages. (v) Nothing in this SECTION 2.2(C) shall preclude any party from exercising, or shall adversely affect or otherwise limit in any respect the exercise of, any right or remedy available to it hereunder for any misrepresentation or breach of warranty hereunder, but none of Parent, Merger Sub or the Company shall have any right to dispute the Closing Schedule, including Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive Date Working Capital or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date toCage Cash, but not includingor any portion thereof, the date of paymentonce it has been finally determined in accordance with SECTION 2.2(C)(II).

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after After the Closing Date as follows: (i) Within 30 days after the Closing DateArrangement, the Seller Surviving Corporation shall prepare and deliver hire an auditor, licensed by the U.S. Public Corporation Accounting Oversight Board, to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets perform an audit (in accordance with U.S. Generally Accepted Accounting Principles) of the Business balance sheet of Comamtech as of the close of business on the Closing Date (the "Book Value"“Opening Balance Sheet Audit”). Such Opening Balance Sheet Audit shall include line items for Comamtech’s assets, which liabilities and shareholders’ equity as of the Closing Date. Comamtech shall be prepared in accordance with provide the Surviving Corporation’s auditors and accounting and other personnel access to the books and records of Comamtech and any other documents or information reasonably requested. On or before August 25, 2011, the Seller in respect Surviving Corporation shall prepare a statement (the “Purchase Price Statement”) setting forth its good faith computation of the Business shareholders’ equity as of August 15, 2011. The Purchase Price Statement shall include the balances from the Opening Balance Sheet Audit with adjustments for realized and unrealized gains and losses and income and expenses from the disposition and maintenance of the assets and liabilities on the Opening Balance Sheet Audit. The Surviving Corporation shall deliver such Purchase Price Statement to the Shareholder Representatives together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Statement. Following the delivery of the Purchase Price Statement, the Surviving Corporation shall provide the Shareholder Representatives prompt and reasonable access to the Surviving Corporation’s auditors and accounting and other personnel to the books and records and any other documents or information reasonably requested by the Shareholder Representatives in order to allow the Shareholder Representatives to verify the accuracy of the computation set forth in the Purchase Price Statement. (b) If the Shareholder Representatives disagree with the calculation of any of the items set forth in the Purchase Price Statement, the Shareholder Representatives shall notify the Surviving Corporation in writing of such disagreement (an “Objection Notice”) within 10 days after receipt of the Purchase Price Statement by the Shareholder Representatives. Any Objection Notice shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) specify the line item or items in the Purchase Price Statement with which the Shareholder Representatives disagree and the amount of each such line item or items as calculated by the Shareholder Representatives. The Shareholder Representatives shall be deemed to have agreed with all items and amounts included in the Purchase Price Statement except such items that are specifically disputed in the Objection Notice. If the Shareholder Representatives fail to deliver an Objection Notice to the Surviving Corporation within 10 days after receipt of the Purchase Price Statement by the Shareholder Representatives, the Purchase Price Statement shall be deemed final and binding on the Comamtech Shareholders and the DecisionPoint Shareholders. (c) If the Shareholder Representatives deliver an Objection Notice to the Purchase Price Statement within 10 days following the receipt of such statement, then the Shareholder Representatives and the Surviving Corporation shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within ten days after delivery of an Objection Notice, the issues remaining in dispute shall be submitted to a neutral auditor selected by the Shareholder Representatives and Board of Directors of the Surviving Corporation (the “Neutral Auditor”), each acting reasonably. Within 5 days of selecting the Neutral Auditor, the Shareholder Representatives shall furnish or cause to be furnished to the Neutral Auditor such work papers and other documents and information relating to the disputed issues as they may deem necessary or appropriate or as the Neutral Auditor may request and that are available to that party or its agents. Further, the Shareholder Representatives shall be afforded the opportunity to present to the Neutral Auditor any material relating to the disputed issues and to discuss the issues with the Neutral Auditor, provided, however, that no party shall have any discussions with the Neutral Auditor without first providing the other parties with notice of such discussions and a reasonable opportunity to attend, observe or otherwise participate in such discussions. The Neutral Auditor will deliver to the Shareholder Representatives, as promptly as practicable and in any event within 21 days after its appointment, a written determination (which determination shall include a worksheet setting forth all material calculations used in arriving at such determination and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that solely on information provided to the foregoing balance sheet be audited Neutral Auditor by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit the Shareholder Representatives of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingdisputed items. In resolving any Unresolved Objectionsdisputed item, the Accountant Neutral Auditor: (i) shall be bound by the principles set forth in this Section 1.6, and (ii) shall further limit its review to whether the Draft Statement line items and items specifically set forth in and properly raised in an Objection Notice. The Neutral Auditor’s determination shall be final and binding on the Comamtech Shareholders and the DecisionPoint Shareholders. (d) Upon the agreement of Working Capital and Fixed Assets contained mathematical errors and was calculated the Shareholder Representatives or the decision of the Neutral Auditor, or if the Shareholder Representatives fail to deliver an Objection Notice within the 10 day period provided in this section, the Purchase Price Statement, as adjusted (if necessary), including the final (as adjusted pursuant hereto) shareholders’ equity balance (the “Final Shareholders’ Equity Balance”) shall constitute the final shareholders’ equity balance for all purposes hereunder. (e) If the Final Shareholders’ Equity Balance exceeds $7,633,000, then the shareholders of Comamtech at the Record Date shall be entitled to receive on a pro rata basis, to be issued as additional consideration, shares equal to the Additional Comamtech Shares on Schedule 5 according to the Final Shareholders’ Equity Balance. (f) If the Final Shareholders’ Equity Balance is less than $7,233,000, then the shareholders of DecisionPoint at the Record Date shall be entitled to receive on a pro rata basis, to be issued as additional consideration, shares equal to the Additional DecisionPoint Shares on Schedule 5 according to the Final Shareholders’ Equity Balance. (g) The Additional Comamtech Shares or Additional DecisionPoint Shares, if any, shall be distributed in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party foregoing on or less than the smallest value for such item claimed by either partybefore October 31, 2011. (5h) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling It is agreed that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant costs related to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision audit shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for be accrued as liabilities in the Buyer's statement of objections are reflected Opening Balance Sheet Audit or in the Final Closing Balance Sheet, Shareholders’ Equity Balance. The Shareholder Representatives may consult with such professional advisors as follows: (1) they may deem reasonably necessary in order to verify the Buyer shall be responsible for an amount equal to accuracy or computations set forth herein at the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all expense of the changes called for Surviving Corporation, it being understood that such professional advisory expenses shall in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expensesno event exceed $10,000. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.ARTICLE 4 DISSENT RIGHTS

Post-Closing Adjustments. (a) The Initial Sale Price Total Consideration shall be determined adjusted after the Closing Date as follows: (i) Within 30 ninety (90) days after following the Closing Date, the Seller Operating Partnership shall prepare and deliver to the Buyer Contributors a statement setting forth a calculation of the Draft Statement of aggregate Net Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of the close of business 12:01 A.M., New York City time, on the Closing Date (the "Book Value"“Closing Date Net Working Capital”), which calculation shall be prepared in accordance a manner consistent and using the same methodology with the books and records of the Seller in respect of the Business and shall be based upon an unaudited most recent available balance sheet as of that date that is prepared attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP Consistently AppliedGAAP. Seller acknowledges and agrees that Buyer desires that For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice current asset accounts listed on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking Schedule 1.02(b)(i) as of such physical inventorydate, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Buyer Operating Partnership shall deliver to comply with the Seller, by Contributors’ reasonable requests for supporting documentation used in the Objection Deadline Date, either a notice indicating that preparation of the Buyer accepts the Draft Statement of Closing Date Net Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to access the Draft Statement of Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Resolution Date”): (a) the Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Balance Sheet. Date Net Working Capital; (b) the failure of the Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If the Buyer timely objects to Contributors disagree with the Draft Statement Closing Date Net Working Capital, the Contributors may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved supporting documentation as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or requested pursuant to Section 1.6(a)(ii)(B1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation of the Buyer Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the Seller shallitems, within 30 days following the expiration of facts, amounts, calculations, or valuations used to determine such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) line items. The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet Contributors shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the Final Closing Balance Sheetparties hereto. (6iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and the Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, the Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The resolution Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Accountant Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the Unresolved Objections shall fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be conclusive bound jointly and binding upon severally to the Buyer Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Seller. The Buyer Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes Contributors with respect to the Draft Statement of Working Capital fees and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling costs of the AccountantIndependent Accounting Firm. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a report (the “Purchase Price Adjustment Report”), consisting of: (i) a balance sheet of the Company as of the Closing Date, prepared in good faith and in accordance with the Agreed Accounting Principles (the “Closing Balance Sheet”), (ii) its calculation of the Surplus Amount as of the Closing Date prepared in good faith in accordance with the Agreed Accounting Principles and determined with reference to the Closing Balance Sheet, and (iii) its final calculation of the Aggregate License Premium Amount and the License Deficiency Amount, together with any documents substantiating the calculations proposed in the Purchase Price Adjustment Report. The Initial Sale Purchase Price Adjustment Report shall be prepared using the same format and the same Agreed Accounting Principles that are used in preparing the Estimated Closing Statement referred to in Section 2.3(b) of this Agreement and shall clearly set forth and describe (A) any variations between the Estimated Surplus Amount and Buyer’s calculation of the Final Surplus Amount (or any figures used by Buyer in calculating the same) and (B) any variations between Seller’s calculation of the Aggregate License Premium Amount and the License Deficiency Amount and Buyer’s calculation of the Aggregate License Premium Amount and the License Deficiency Amount. (b) Within sixty (60) days after its receipt of the Purchase Price Adjustment Report, or such other time as is mutually agreed in writing by the Parties (the “Notice Period”), Seller shall deliver in writing to Buyer either: (i) its agreement with the calculations of the Final Surplus Amount, the Aggregate License Premium Amount and the License Deficiency Amount, in each case, as set forth in the Purchase Price Adjustment Report, or (ii) a notice specifying in reasonable detail any objection of Seller to the Purchase Price Adjustment Report, including mathematical errors or, in respect of the Final Surplus Amount, any deviations from the Agreed Accounting Principles (such objections, the “Disputed Items,” and such notice of the Disputed Items, the “Dispute Notice”). If Seller fails to deliver to Buyer a Dispute Notice within the Notice Period, then the Final Surplus Amount, the Aggregate License Premium Amount and the License Deficiency Amount, in each case, as set forth in the Purchase Price Adjustment Report delivered by Buyer to Seller shall be final and binding on the Parties. If Seller delivers to Buyer a Dispute Notice prior to the expiration of the Notice Period, then each Party shall cooperate and shall cause its Representatives to cooperate with the other Party and its Representatives in good faith to seek to resolve promptly the Disputed Items. Any Disputed Items that are agreed to in writing by Buyer and Seller within forty five (45) days of receipt of the Dispute Notice by Buyer, or such other time as is mutually agreed in writing by Buyer and Seller (the “Dispute Period”), shall be final and binding upon Buyer and Seller and become part of the calculations of the Final Surplus Amount, the Aggregate License Premium Amount and the License Deficiency Amount, in each case, as set forth in the Purchase Price Adjustment Report. (c) If at the end of the Dispute Period, Buyer and Seller have failed to reach agreement with respect to any Disputed Items that relate to the Final Surplus Amount as set forth in the Purchase Price Adjustment Report, then such Disputed Items shall be promptly submitted to an independent certified public accounting firm of national standing and reputation, which firm is not (and during the past two years has not been) an independent auditor for either Buyer or Seller (an “Independent Accounting Firm”) and is jointly selected and retained by Buyer and Seller. Seller and Buyer shall jointly retain the Independent Accounting Firm and hereby agree to enter into a customary engagement letter. If Buyer and Seller are unable to select an Independent Accounting Firm within ten (10) days after the expiration of the Dispute Period, then either Buyer or Seller may request the American Arbitration Association to appoint, within ten (10) Business Days from the date of such request, an Independent Accounting Firm with significant relevant experience in the area(s) in dispute. The Independent Accounting Firm may consider only those Disputed Items that relate to the Final Surplus Amount that Buyer and Seller have been unable to resolve within the Dispute Period, and must resolve the Disputed Items in accordance with the Agreed Accounting Principles. Each Party may submit a written statement of its position to the Independent Accounting Firm within five (5) Business Days of its appointment, with a copy of such written statement simultaneously sent to the other Party. None of the Parties shall have any ex-parte communication with the Independent Accounting Firm. The determination of the Independent Accounting Firm must neither be more favorable to Buyer regarding the subject matter of the Dispute Notice than reflected in the Purchase Price Adjustment Report delivered by Buyer to Seller nor more favorable to Seller than reflected in the Dispute Notice delivered by Seller to Buyer (excluding the allocation of the cost of the services incurred in connection with the resolution of the Disputed Items). The Independent Accounting Firm shall deliver to Buyer and Seller, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of each Disputed Item and the resulting Final Surplus Amount, determined in accordance with the terms of this Agreement. The conclusions in such report shall be final and binding upon Buyer and Seller. The thirty (30) day period for delivering the written report may be extended (i) by the mutual written consent of Buyer and Seller or (ii) by the Independent Accounting Firm for up to thirty (30) days for good cause shown. The cost of the services of the Independent Accounting Firm will be borne one-half by Buyer and one-half by Seller. (d) If at the end of the Dispute Period, Buyer and Seller have failed to reach agreement with respect to any Disputed Items that relate to the Aggregate License Premium Amount or the License Deficiency Amount as set forth in the Purchase Price Adjustment Report, then the Parties shall refer the dispute for resolution by ▇▇▇▇▇▇ ▇. ▇▇▇ on behalf of Seller and ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ on behalf of Buyer (together, the “Senior Executives”), which Senior Executives shall have fifteen (15) Business Days to resolve such dispute. If the Senior Executives do not agree to a resolution of such dispute within such fifteen (15)-Business Day period, either Party may bring an action regarding such dispute in accordance with Section 12.7. (e) The Estimated Purchase Price shall be determined after the Closing Date subject to adjustment as follows: (i) Within 30 days after If the Closing DateEstimated Surplus Amount exceeds the Final Surplus Amount, then Seller shall pay to Buyer the amount of such difference, or if the Final Surplus Amount exceeds the Estimated Surplus Amount, then Buyer shall pay to Seller the amount of such difference (in either case, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets“Final Surplus Adjustment Payment”). The Final Surplus Adjustment Payment shall be due and payable on the second (2nd) Business Day after Buyer and Seller shall prepare agree on the Draft Statement Final Surplus Amount or the Parties are provided notice of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets any final determination of the Business Final Surplus Amount, in each case as of the close of business on the Closing Date (the "Book Value"), which shall be prepared agreed or determined in accordance with this Section 2.4(e) (the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory“Settlement Date”). (ii) For the avoidance of doubt, if the Final Surplus Amount is disputed pursuant to Section 2.4(b) and Section 2.4(c), then the resolution of the Disputed Items pursuant to Section 2.4(b) and Section 2.4(c) shall control for purposes of determining the Final Surplus Amount and for determining the amount of the Final Surplus Adjustment Payment and which Party pays the Final Surplus Adjustment Payment. The Final Surplus Adjustment Payment shall be made by wire transfer of immediately available funds to the account or accounts of the Party entitled to receive such payment, which account or accounts shall be designated by Buyer to Seller or by Seller to Buyer, as the case may be, not less than two (2) Business Days prior to the Settlement Date. (iii) (A) If the Aggregate License Premium Amount shown in the Purchase Price Adjustment Report exceeds the Aggregate License Premium Amount shown in the Estimated Closing Statement, then Buyer shall deliver pay to Seller an amount equal to such excess, or (B) if the Aggregate License Premium Amount shown in the Estimated Closing Statement exceeds the Aggregate License Premium Amount shown in the Purchase Price Adjustment Report, Seller shall pay to Buyer an amount equal to such excess (in either case, the “Final License Premium Payment”); provided that, the License Deficiency Amount referenced in the Estimated Closing Statement as adjusted by any payment pursuant to the Seller, by foregoing clauses (A) or (B) shall be considered the Objection Deadline Date, either a notice indicating that “License Deficiency Amount” hereunder. The Final License Premium Payment shall be due and payable on the second (2nd) Business Day after Buyer accepts and Seller agree on the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to Aggregate License Premium Amount as set forth in the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, Purchase Price Adjustment Report or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such Parties are provided notice of acceptance or as any final determination of the close of business on Aggregate License Premium Amount as set forth in the Objection Deadline DatePurchase Price Adjustment Report, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in each case as agreed or determined in accordance with this Section 1.6(a2.4(e). For the avoidance of doubt, such objections shall be resolved if the Aggregate License Premium Amount as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on in the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or Purchase Price Adjustment Report is disputed pursuant to Section 1.6(a)(ii)(B2.4(b) and Section 2.4(d), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth then the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or Disputed Items pursuant to Section 1.6(a)(ii)(B). Each 2.4(b) and Section 2.4(d) shall control for purposes of determining the Aggregate License Premium Amount as set forth in the Purchase Price Adjustment Report and for determining the amount of the Final License Premium Payment and which Party pays the Final License Premium Payment. All payments due from Buyer and the or Seller shall submit pursuant to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (ithis Section 2.4(e)(iii) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets treated as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amountfor Tax purposes." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price Within ninety (90) days after the Principal Closing Date, Buyer shall be determined after prepare and deliver to Sellers a proposed final statement (the “Fiduciary Adjustment Statement”) reflecting Buyer’s calculation of the Closing Date Unrestricted Fiduciary Cash (as followsmay be adjusted pursuant to this Section 2.11, the “Final Unrestricted Fiduciary Cash”) (b) Within one hundred eighty (180) days after the Principal Closing Date, Buyer shall prepare and deliver to Sellers a proposed final closing statement (the “Final Closing Statement”) reflecting Buyer’s calculation of: (i) Within 30 days after the Closing DateDate Cash, the Seller shall prepare and deliver to the Buyer the Draft Statement of Closing Date Net Working Capital and Fixed AssetsClosing Date Indebtedness; (ii) the difference between the Preliminary Purchase Price and the final Purchase Price shown on the Final Closing Statement (by substituting the Closing Date Cash, Closing Date Net Working Capital, Closing Date Indebtedness shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (iii) the resulting final Purchase Price (as may be adjusted pursuant to this Section 2.11, the “Final Purchase Price”). (c) The Final Closing Statement and the Fiduciary Adjustment Statement shall be prepared in good faith and in accordance with the Accounting Principles and the definitions contained herein. The Seller shall prepare Nothing in this Section 2.11 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Business Financial Data, or any actual or alleged failure of the Business as of the close of business on the Closing Date (the "Book Value"), which shall Financial Data to be prepared in accordance with GAAP. Buyer shall not be permitted to introduce accounting principles, procedures, policies, practices, estimates, judgments or methodologies that are inconsistent with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting Accounting Principles in the preparation of the Draft Final Closing Statement or the determination of Closing Date Net Working Capital Capital, Closing Date Cash or Closing Date Indebtedness. (d) Sellers may dispute Buyer’s calculation of the Final Closing Statement (or any element thereof) or the Fiduciary Adjustment Statement by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement (the “Notice of Objection”), within sixty (60) days after Sellers’ receipt of the Final Closing Statement or within fifteen (15) days of Sellers’ receipt of the Fiduciary Adjustment Statement, as applicable. Any item or amount as to which no dispute is raised in the Notice of Objection shall be final, conclusive and Fixed Assetsbinding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Notice of Objection. In the event that Sellers do not deliver a Notice of Objection to Buyer within such sixty (60) or fifteen (15) day period, as applicable, Sellers shall be deemed to have accepted Buyer’s calculation of the items set forth in the Final Closing Statement or Fiduciary Adjustment Statement, as applicable. In connection with the review by Sellers of the Final Closing Statement and Fiduciary Adjustment Statement, Buyer shall (i) permit Sellers and their Representatives to have reasonable access (subject to the execution of customary work paper access letters, if requested) to the books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to the preparation of the Final Closing Statement or Fiduciary Adjustment Statement, as applicable and the calculation of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness and Closing Date Unrestricted Fiduciary Cash and (ii) provide Sellers and their Representatives reasonable access to employees and accountants (subject to the execution of customary access letters, if requested) of Buyer and the Transferred Entities as reasonably requested by Sellers to verify the accuracy of the Final Closing Statement or Fiduciary Adjustment Statement, as applicable (and, in each case, the elements thereof). Buyer shall use reasonable best efforts to cause the employees and accountants of Buyer and the Transferred Entities to cooperate in all reasonable respects with Sellers and their Representatives in connection with their review of such work papers and other documents and information relating to the calculation of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Unrestricted Fiduciary Cash, and Closing Date Indebtedness, as Sellers may reasonably request and that are available to Buyer and its Affiliates, including the Transferred Entities, or any of their respective accountants. In the event that a Notice of Objection is timely delivered, Buyer and Sellers shall use their respective good faith efforts for a period of forty five (45) days after Buyer’s receipt of the Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (e) If Buyer and Sellers are unable to resolve such disagreements within such forty five (45) day period (or such longer period as the Parties shall have agreed in writing), then KPMG LLP (or such other independent accounting firm of recognized international standing as may be mutually selected by Buyer and Sellers) (the “Independent Firm”) shall be appointed, acting as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case shall the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. If KPMG LLP is unwilling or unable to serve in such capacity and the Parties are not able to mutually select an alternative independent accounting firm that is willing and able to serve in such capacity, then Sellers shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of internationally recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as the Independent Firm. (f) Buyer and Sapphire shall instruct the Independent Firm to determine as promptly as practicable, and in any event within sixty (60) days after the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, and the Buyer written presentations by Sellers and their respective Buyer, and not on an independent auditors shall have the right review, whether and to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections what extent (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be calculations set forth in the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assetsor Fiduciary Adjustment Statement, in accordance with this Section 1.6(a)as applicable, such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingrequire adjustment. In resolving any Unresolved ObjectionsItem, the Accountant Independent Firm (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall may not assign a value to any item greater than the greatest value for such item claimed by any party Sellers or Buyer or less than the smallest value for such item claimed by either party. Sellers or Buyer, (5ii) Within 90 days may not take oral testimony from the Parties or any other Person and (iii) shall not consider any facts that have occurred after the date Principal Closing. Sellers and Buyer shall give each other copies of its engagement hereunder, any written submissions at the Accountant shall determine whether the objections raised by the Buyer same time as they are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant submitted to the Accountant's resolution Independent Firm. Buyer shall bear and pay a percentage of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount Independent Firm that is equal to the percentage of the total dollar amount of such changes to the Final Purchase Price proposed by Sellers that are successful, and Sellers shall bear and pay a percentage of the fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in Independent Firm that is equal to the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all percentage of the changes called for in the Buyer's statement total dollar amount of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested Final Purchase Price proposed by BuyerSellers that are not successful, except in each case, as determined by the Unresolved Objections); and (2) Independent Firm. The determination of the Seller Independent Firm shall be responsible for set forth in a written statement delivered to the balance of such fees Parties and expensesshall be final, conclusive and binding on the Parties, absent fraud or manifest error. (bg) Upon completion of If the Closing Date Unrestricted Fiduciary Cash is greater than the Final Unrestricted Fiduciary Cash, Sapphire shall, or shall cause the other Sellers to, promptly pay such difference to Buyer, in cash. If the Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet Date Unrestricted Fiduciary Cash is less than Estimated Closing Book Valuethe Final Unrestricted Fiduciary Cash, the Initial Sale Price Buyer shall promptly pay such excess to Sellers, in cash. Any payment pursuant to this Section 2.11(g) shall be decreased made by such difference; and (ii) if Buyer or Sellers, as the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Valuecase may be, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in of immediately available funds within five (5) Business Days to an such account or accounts of Buyer or Sapphire, as applicable, as may be designated by Buyer or Sapphire, as applicable, in writing by writing. (h) If the Seller, and (ii) if Preliminary Purchase Price is greater than the Final Adjustment Amount results in a decrease in the Initial Sale Purchase Price, Sapphire shall, or shall cause the Seller other Sellers to, promptly pay such difference to Buyer, in cash. If the Preliminary Purchase Price is less than the Final Purchase Price, Buyer shall make a cash promptly pay such excess to Sellers, in cash. Any payment pursuant to this Section 2.11(g) shall be made by Buyer or Sellers, as the Buyer case may be, by wire transfer in of immediately available funds within five (5) Business Days to an such account or accounts of Buyer or Sellers, as applicable, as may be designated in writing by the BuyerBuyer or Sellers, as applicable, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentwriting.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 75 days after following the Closing Date, the Seller Parent shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Shareholders’ Representative a consolidated balance sheet of the Business Company and its Subsidiaries as of the close of business on the Closing Date (the "Book Value"“Closing Balance Sheet”), which shall be prepared in accordance with the books and records will include Parent’s calculation of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Company’s actual Net Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, Closing Date (without giving effect to the Draft Statement transactions contemplated by this Agreement) (the “Closing Working Capital”) and a certificate based on such Closing Balance Sheet setting forth Parent’s calculation of the Closing Working Capital and Fixed Assets shall be deemed to be Adjustment (together with the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final “Closing Statement”). The Closing Balance Sheet is less than Estimated shall be prepared in accordance with GAAP utilizing the principles, methodologies and procedures used by the Company to prepare the Most Recent Balance Sheet, and shall be certified as accurate by an authorized officer of Parent. The preparation of the Closing Book ValueStatement shall be for the sole purpose of determining the Closing Working Capital Adjustment. The Shareholders’ Representative shall have 30 Business Days following its receipt of the Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Initial Sale Price Shareholders’ Representative shall deliver to Parent a written statement accepting or objecting to the Closing Statement. If the Shareholders’ Representative objects to the Closing Statement, such statement shall include an itemization of the Shareholders’ Representative’s objections and the reasons therefor. If the Shareholders’ Representative does not deliver such statement to Parent within the Review Period, the Shareholders’ Representative shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment deemed to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including have accepted the Closing Date to, but not including, the date of paymentStatement.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within Sellers shall, within 30 days after the Closing Date, prepare a proposed financial statement of certain financial information of the Seller Business as of the close of business on the Effective Date (the "Proposed Statement"), and a statement of the General Account Reserves as of the Closing Date (the "Proposed Closing Statement"), each in the same format as the Effective Date Statement and in accordance with the requirements of Section 2.01(b)A-D, and a certification of the chief financial officers of Sellers that the data contained in the Proposed Statement and the Proposed Closing Statement was obtained from the books and records of AFLIAC and FAFLIC and such data was computed in accordance with Massachusetts SAP applied consistently in all material respects and with Section 2.01(b)A-D. Promptly after its preparation, AFLIAC and FAFLIC shall prepare deliver copies of the Proposed Statement and deliver Proposed Closing Statement to Purchaser. Purchaser shall have the right to review such statements and the Estimated Closing Financial Statement and comment thereon for a period of 90 days after receipt of the Proposed Statement and Proposed Closing Statement. Sellers agree that Purchaser and its accountants may have access to the Buyer accounting records of Sellers relating to their preparation of the Draft Proposed Statement, Proposed Closing Statement and the Estimated Closing Financial Statement and for the purpose of Working Capital conducting its review. Any changes in the Proposed Statement, Proposed Closing Statement or the Estimated Closing Financial Statement that are agreed to by Purchaser and Fixed Assets. The Seller Sellers within 90 days of the aforementioned delivery of such balance sheet by Sellers shall prepare be incorporated into a final statement of the Draft Statement Business as of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets close of business on the Effective Date, a final statement of the Business as of the close of business on the Closing Date, and a Final Closing Financial Statement for the period from the Effective Date through the Closing Date, (the "Book ValueFinal Statement," "Final Closing Statement" and "Final Closing Financial Statement", respectively), . In the event that Purchaser and Sellers are unable to agree on the manner in which shall any item or items should be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting treated in the preparation of the Draft Final Statement, Final Closing Statement of Working Capital and Fixed Assetsor Final Closing Financial Statement within such 90-day period, and the Buyer and their respective independent auditors shall have the right to observe the taking separate written reports of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets item or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets items shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital made in concise form and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to KPMG, LLP (the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3"Third Party Adjudicator") If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 seven days following the expiration of such 30-90 day period. The Third Party Adjudicator shall determine within 14 days the manner in which such item or items shall be treated on the Final Statement, engage Final Closing Statement or Final Closing Financial Statement; provided, however, that the Accountantdollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Sellers, pursuant to an engagement agreement executed on the one hand, and Purchaser on the other hand. The determinations by the Buyer, Third Party Adjudicator as to the Seller, items in dispute shall be in writing and the Accountant, to resolve any remaining objections set forth shall be binding and conclusive on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer parties and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are so reflected in the Final Statement, Final Closing Balance SheetStatement or Final Closing Financial Statement. The fees, as follows: (1) costs and expenses of retaining the Buyer Third Party Adjudicator shall be responsible for an amount equal to the total amount of such fees and expenses multiplied shared equally by a fractionSellers, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement one hand, and Purchaser, on the other hand. Following the resolution of Working Capital and Fixed Assets all disputed items (or, if there is no dispute, promptly after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown parties reach agreement on the Final Statement, Final Closing Balance SheetStatement and/or Final Closing Financial Statement), Sellers shall prepare the Final Statement, Final Closing Statement and/or Final Closing Financial Statement and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance deliver copies of such fees and expensesstatements and/or such financial statement to Purchaser. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. As soon as practicable, but no later than sixty (a60) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days after the Closing Date, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets an audited balance sheet of the Business Company as of the close of business on the Closing Date (the "Book ValueClosing Date Balance Sheet"), which shall be prepared ) in accordance with substantially the books and records form of the Seller in respect September Balance Sheet attached hereto as Section 2(b)(ii) of the Business and Disclosure Schedule. The Closing Date Balance Sheet shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit include a calculation of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation net working capital of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or Company as of the close of business on the Objection Deadline DateClosing Date (the "Closing Date Net Working Capital") which shall be made, and presented on the Draft Statement Closing Date Balance Sheet, in the same manner as the calculation of the September Net Working Capital is made and Fixed Assets presented on the September Balance Sheet attached hereto as Section 2(b)(ii) of the Disclosure Schedule. The Closing Date Balance Sheet shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, prepared in accordance with this GAAP, as modified by the accounting principles used in preparing the September Balance Sheet (as reflected in Section 1.6(a2(b)(ii) of the Disclosure Schedule), such objections shall be resolved as follows: (1) The Buyer and . For the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution avoidance of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)doubt, the Buyer and calculation of the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the SellerSeptember Net Working Capital does not, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date calculation of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Closing Date Net Working Capital and Fixed Assetsshall not, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by any of the principles set forth assets or liabilities identified in this columns (B) through (E) of the September Balance Sheet attached hereto as Section 1.62(b)(ii) of the Disclosure Schedule, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party assets or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes liabilities with respect to the Draft Statement Company's obligations under the American Payment Systems, Inc. 2001 Phantom Stock Plan and the Seller Entities' reimbursement thereof pursuant to Section 6(e)(vii) of this Agreement, so long as the related receivable of the Company from the Seller Entities and the corresponding liability are equal and are both reflected on the Closing Date Balance Sheet or (iii) any assets or liabilities with respect to the Company's obligation in respect of the bonuses described in Section 6(e)(viii) of this Agreement and the Seller Entities' reimbursement thereof pursuant to such section, so long as the related receivable of the Company from the Seller Entities and the corresponding liability are equal and are both reflected on the Closing Date Balance Sheet. The Seller shall also make available to the Buyer copies of all work papers and other documents and data as were used to prepare the Closing Date Balance Sheet (and any items therein) and the Closing Date Net Working Capital calculation. The Buyer shall have the right to dispute the Closing Date Balance Sheet (and Fixed Assets shall be any items therein) and the sole Closing Date Net Working Capital calculation and exclusive method for resolving make any such disputes; proposed adjustments thereto as provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the AccountantSection 2(b) (iii) hereto. (7A) The Buyer and If the Seller shall share Closing Date Net Working Capital is more than the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance SheetSeptember Net Working Capital (such surplus being a "Net Working Capital Surplus"), as follows: (1) then the Buyer shall be responsible for an amount equal shall, subject to the total amount of such fees and expenses multiplied by a fractionSection 2(b) (iii), the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment deliver to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum such Net Working Capital Surplus, if any, within ten (10) days of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including receipt of the Closing Date toBalance Sheet; or (B) If the Closing Date Net Working Capital is less than the September Net Working Capital (such shortfall being a "Net Working Capital Shortfall"), but not includingthen the Seller shall, subject to Section 2(b) (iii), deliver to the date Buyer cash in an amount equal to such Net Working Capital Shortfall, if any, within ten (10) days of paymentdelivery of the Closing Date Balance Sheet.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days Promptly after the Closing Date, and in any event not later than 60 days following the Seller Closing Date, Buyer shall prepare and deliver to the Buyer Company a written statement (the Draft Statement of Working Capital and Fixed Assets. The Seller “Closing Statement”) which shall prepare the Draft Statement of Working Capital and Fixed Assets setting set forth the Working Capital and Fixed Assets in reasonable detail (i) Buyer’s good faith calculations of the Business as actual amount of the close Closing Cash, the actual amount of business on the Closing Indebtedness, the actual amount of any Company Transaction Expenses not (A) paid by a member of the Company Group prior to the Closing Date or (B) deducted in connection with the calculation of the Estimated Aggregate Purchase Price, and the actual amount of the Net Working Capital; and (ii) Buyer’s calculation of the Aggregate Purchase Price based on the Buyer’s recalculations of the Adjustments contained in the Closing Statement (the "Book Value"“Buyer’s Proposed Calculations”). The Closing Statement shall quantify in reasonable detail the items constituting the calculations of the Closing Cash, which shall be prepared the Closing Indebtedness, the Company Transaction Expenses and the Net Working Capital included therein using the same line items and detail (to the extent applicable) that was set forth in the Closing Estimate and Funds Flow Statement and, in each case, calculated in accordance with the terms of this Agreement. (b) Buyer shall provide a reasonable level of supporting documentation for the Closing Statement. Prior to and following delivery by Buyer of the Closing Statement, Buyer shall provide the Company and its Representatives with prompt and reasonable access to the books and records of Buyer and its Subsidiaries, as the Seller case may be, and any other document or information reasonably requested by the Company in respect order to allow the Company and its Representatives to verify the accuracy of the Business and Buyer’s Proposed Calculations. (c) In the event that the Company does not object to Buyer’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Buyer within 30 days after the Company’s receipt of the Closing Statement, the calculation of the Aggregate Purchase Price as set forth in Buyer’s Proposed Calculations shall be based upon an unaudited balance sheet as deemed final and binding. The Notice of that date that is prepared Objection, if any, shall set forth, in reasonable detail: (i) the Company’s alternative calculations of any or all of the actual amount of the Closing Cash, the actual amount of the Closing Indebtedness, the actual amount of any Company Transaction Expenses not (A) paid by a member of the Company Group prior to the Closing Date or (B) deducted in connection with the calculation of the Estimated Aggregate Purchase Price and the actual amount of the Net Working Capital; and (ii) the Company’s alternative recalculation of the Adjustments contained in the Notice of Objection, in each case calculated in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit terms of this Agreement (the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory“Company’s Proposed Calculations”). (d) If the Company delivers a Notice of Objection to Buyer within the 30-day period referred to in Section 2.05(c), then (i) any amount of Buyer’s Proposed Calculations that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and (ii) The Buyer shall deliver any dispute with respect to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections Buyer’s Proposed Calculations (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of all such notice of acceptance or as of the close of business on the Objection Deadline Datedisputed amounts, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections “Disputed Amounts”) shall be resolved as follows: (1i) The Company and Buyer and the Seller shall first use Reasonable Best Efforts promptly endeavor in good faith to resolve such objections. (2) If the Buyer and Disputed Amounts listed in the Seller do not reach Notice of Objection. In the event that a resolution of all objections set forth on written agreement determining the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have Disputed Amounts has not been resolved reached within 30 days after the referral date of such objections to receipt by Buyer from the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)Company of the Notice of Objection, the Company and Buyer shall select a mutually acceptable and the Seller shall, within 30 days following the expiration of nationally recognized independent accounting firm (such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyerfirm, the Seller, and the Accountant, “Independent Accounting Firm”) to resolve any remaining objections the Disputed Amounts in accordance with the provisions of this Section 2.05. The parties acknowledge that KPMG LLP is a mutually acceptable firm to be designated as the Independent Accounting Firm. (ii) The Independent Accounting Firm shall conduct its own review and verification of only those items set forth on the Closing Statement that remain Disputed Amounts after the parties’ efforts pursuant to clause (i) of this Section 2.05(d), and shall select either Buyer's statement ’s Proposed Calculations of objections (the "Unresolved Objections")Disputed Amounts or the Company’s Proposed Calculations of the Disputed Amounts or an amount that is between the two proposed calculations. (4iii) The Company and Buyer and shall use their commercially reasonable best efforts to cause the Seller shall jointly submit Independent Accounting Firm to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), render a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated decision in accordance with this Section 1.6 and (iii) shall not assign 2.05, along with a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 statement of reasons therefor, within 30 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement submission of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant Disputed Amounts to the Accountant's resolution Independent Accounting Firm or a reasonable time thereafter. The decision of the Unresolved Objections. Such balance sheet Independent Accounting Firm shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive final and binding upon the Company and Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling decision of the AccountantIndependent Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover, absent manifest calculation error. (7iv) The In the event the Company and Buyer submit any Disputed Amounts to the Independent Accounting Firm for resolution, (A) the Company and Buyer shall each pay their own costs and expenses incurred under this Section 2.05; (B) the Seller Company shall share pay a portion of the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount Independent Accounting Firm equal to the total amount of such the fees and expenses of the Independent Accounting Firm multiplied by a fraction, the numerator of which is the excess amount of Disputed Amounts submitted to the Independent Accounting Firm that are resolved in favor of Buyer (if anythat being the difference between the Independent Accounting Firm’s determination and the Company’s determination) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess total amount of Disputed Amounts submitted to the Independent Accounting Firm (y) that being the Book Value as shown on sum total by which Buyer’s determination and the Draft Statement of Working Capital and Fixed Assets (after adjusting Company’s determination differ from the Draft Statement of Working Capital and Fixed Assets to reflect all determination of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved ObjectionsIndependent Accounting Firm); and (2C) Buyer shall pay that portion of the Seller shall be responsible for the balance of such fees and expensesexpenses of the Independent Accounting Firm that the Company is not required to pay hereunder. (be) Upon completion The Independent Accounting Firm shall act as an arbitrator to determine, based upon the provisions of this Section 2.05, only the Disputed Amounts. The Independent Accounting Firm’s determination of each amount of the Final Closing Balance Sheet, the "Initial Sale Price" Disputed Amounts shall be determined as follows: made in accordance with the procedures set forth in Section 2.05(d). In no event shall the Independent Accounting Firm’s calculation of any Disputed Amount be (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased lesser of the amount claimed by such difference; and (ii) if either Buyer or the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) Company or (ii) greater than the greater of this the amount claimed by either Buyer or the Company. (f) Upon the determination, in accordance with Section 1.6(c2.05(c) through Section 2.05(d)(iii), in an amount equal to of the sum final calculations of the amounts of (Xi) the Final Adjustment Amount and Closing Cash; (Yii) interest thereon at the Closing Indebtedness; (iii) the Company Transaction Expenses not (A) paid by a rate equal member of the Company Group prior to five percent (5%) per annum calculated from and including the Closing Date to, but not includingor (B) deducted in connection with the calculation of the Estimated Aggregate Purchase Price; and (iv) the Net Working Capital, the date Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of paymentthe amounts used in the Closing Estimate and Funds Flow Statement. The term “Final Aggregate Purchase Price” means the result of such recalculation of the Aggregate Purchase Price.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after No later than the Closing Date as follows: ninetieth (i90th) Within 30 days after day following the Closing Date, the Seller shall Purchaser will prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Stockholder Representative a consolidated balance sheet of the Business Company and its Subsidiaries as of the close Adjustment Time (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Purchaser’s calculation of the Base Merger Consideration and each of the components thereof, including a reasonably detailed presentation of the items comprising Purchaser’s good faith determinations of the Closing Working Capital (the “Proposed Closing Working Capital”), Net Company Indebtedness, Company Transaction Expenses, Company Closing Bonuses and Company Financing Costs. Purchaser will prepare the Closing Balance Sheet and the Closing Statement (including the determinations included therein) in accordance with Annex A-3. (b) During the forty-five (45)-day period immediately following the Stockholder Representative’s receipt of the Closing Balance Sheet and the Closing Statement or in the event Purchaser shall fail to deliver the Closing Balance Sheet and the Closing Statement within the ninety (90)-day period described in Section 3.9(a) (in which case, at the Stockholder Representative’s option, the Estimated Merger Consideration Calculation delivered in accordance with Section 3.3 will be treated as the Closing Statement for all purposes hereof), the Stockholder Representative and its representatives (i) will be permitted to review, during normal business hours and upon reasonable notice, the Company’s and the Purchaser’s books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (ii) will be given access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting professionals of Purchaser and the Company in order to facilitate the Stockholder Representative’s review of the Closing Balance Sheet and the Closing Statement. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon Purchaser and the Stockholder Representative (a) on the 45th day following the Stockholder Representative’s receipt thereof, unless and only to the extent that Purchaser receives from the Stockholder Representative prior to such forty-fifth (45th) day written notice of the Stockholder Representative’s disagreement (a “Dispute Notice”) with any account or determination set forth in the Closing Date Balance Sheet or the Closing Statement or (b) on such earlier date as the "Book Value"Stockholder Representative notifies Purchaser that it does not dispute the Closing Balance Sheet and Closing Statement. Any Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “Disputed Items”). If the Stockholder Representative timely delivers a Dispute Notice, which shall be prepared then the determination of the Base Merger Consideration (in accordance with the books resolution described in clause (x) or (y) below, as applicable) will become final, binding and records conclusive upon Purchaser and the Stockholder Representative on the first to occur of (x) the date on which Purchaser and the Stockholder Representative resolve in writing all differences they have with respect to the Disputed Items or (y) the date on which all of the Seller Disputed Items that are not resolved by Purchaser and the Stockholder Representative in respect of writing are finally resolved in writing by the Business and shall be based upon an unaudited balance sheet as of that date that is prepared Independent Accountants in accordance with GAAP Consistently AppliedSection 3.9(c). (c) During the fifteen (15) days following delivery of a Dispute Notice, Purchaser and the Stockholder Representative will seek in good faith to resolve in writing any differences that they have with respect to all of the Disputed Items. Seller acknowledges Any Disputed Item resolved in writing by Purchaser and the Stockholder Representative will be deemed final, binding and conclusive on Purchaser and the Stockholder Representative. If Purchaser and the Stockholder Representative do not reach agreement on all of the Disputed Items during such fifteen (15)-day period (or such longer period as they shall mutually agree), then at the end of such fifteen (15)-day (or longer) period Purchaser and the Stockholder Representative will submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to KPMG LLP (the “Independent Accountants”) to review and resolve such matters. Each of the Purchaser and the Stockholder Representative agrees that Buyer desires that to execute and deliver any engagement letter reasonably required by the foregoing balance sheet Independent Accountants. The Independent Accountants will determine each Unresolved Item (the amount of which may not be audited by Ernst & Young LLPmore favorable to Purchaser than the related amount reflected in the Closing Statement nor more favorable to the Stockholder Representative than the related amount set forth in the Dispute Notice) in accordance with Annex A-3 as promptly as may be reasonably practicable, and agrees Purchaser and the Stockholder Representative will instruct the Independent Accountants to cooperate with Ernst & Young LLP's audit endeavor to complete such process within a period of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before thirty (30) days. The Independent Accountants may conduct such proceedings as the Closing Date for the purpose of assisting Independent Accountants believe, in their sole discretion, will assist in the preparation determination of the Draft Statement Unresolved Items; provided, however, that, except as Purchaser and the Stockholder Representative may otherwise agree, all communications between Purchaser and the Stockholder Representative or any of Working Capital and Fixed Assetstheir respective representatives, on the one hand, and the Buyer and their respective independent auditors shall have Independent Accountants, on the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver other hand, will be in writing with copies simultaneously delivered to the Sellernon-communicating party. Provided that the Purchaser and the Surviving Corporation have made available to the Stockholder Representative and its representatives in a timely manner all information relating to the Proposed Closing Working Capital reasonably requested, subject to Section 3.9(b), by the Objection Deadline DateStockholder Representative, either a notice indicating that then the Buyer accepts Independent Accountants shall make their determination solely on (x) the Draft Statement documentation submitted by, and presentations (any such documentation or presentation must be provided to the other party prior to its submission or presentation to the Independent Accountants) made by the Purchaser and the Stockholder Representative, (y) the definitions of Closing Working Capital, Company Indebtedness, Company Transaction Expenses, Company Closing Bonuses, Proposed Closing Working Capital Amount, Estimated Closing Working Capital, Estimated Net Company Indebtedness, Estimated Company Transaction Expenses, Estimated Company Closing Bonuses, Company Financing Costs, Base Merger Consideration, Estimated Merger Consideration, Additional Consideration and Fixed Assets or Final Merger Consideration and (z) the accounting principles, policies, procedures and methodologies reflected on Annex A-3 hereto. The Independent Accountants’ determination of the Unresolved Items will be final, binding and conclusive on Purchaser and the Stockholder Representative, absent manifest errors on all parties, and enforceable before a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, thenGovernmental Body, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer Independent Accountants’ written determination is received by Purchaser and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)Stockholder Representative. Each of the Buyer Purchaser and the Seller shall submit to the Accountant (with a copy delivered to the Stockholder Representative will bear its own legal, accounting and other Party on the same day), within 45 days after the date fees and expenses of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant participating in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's dispute resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Sellerprocedure. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what Independent Accountants incurred pursuant to this Section 3.9(c) (the “Accounting Fees”) shall be allocated between the Purchaser, on the one hand, and the Stockholder Representative, on the other hand as follows: a portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount Accounting Fees equal to the total amount product of such fees the Accounting Fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all aggregate dollar amount of the changes called for disputed items resolved by the Independent Accountants in favor of the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, Purchaser and the denominator of which is the excess aggregate dollar amount of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes disputed items submitted to the Book Value requested by BuyerIndependent Accountants for resolution, except the Unresolved Objections); and (2) the Seller shall be responsible for allocated to the balance of such fees Stockholder Representative, and expensesthe remainder shall be allocated to the Purchaser (in each case as finally determined by the Independent Accountants). (bd) Upon completion final determination of the Final Closing Balance Sheetadjustments to be made (if any) to the Estimated Merger Consideration pursuant to Section 3.9(b) or (c) (as applicable) (such amount, the "Initial Sale Price" shall “Final Merger Consideration” and such date of determination, the “Final Determination Date”), an adjustment to the Estimated Merger Consideration will be determined and paid as follows: (i) if If the Book Value as shown on Estimated Merger Consideration exceeds the Final Closing Balance Sheet is less than Estimated Closing Book ValueMerger Consideration, the Initial Sale Price Stockholder Representative and Purchaser shall be decreased within three (3) Business Days of the determination of the Final Merger Consideration issue joint written instructions directing the Escrow Agent to pay to Purchaser the amount of such excess out of the Working Capital Escrow Amount by such difference; andwire transfer of immediately available funds to the account specified by Purchaser. (ii) if the Book Value as shown on If the Final Closing Balance Sheet Merger Consideration exceeds the Estimated Closing Book ValueMerger Consideration (such amount, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment “Additional Consideration”), Purchaser will (x) first, issue a joint written instruction (with the Stockholder Representative) directing the Escrow Agent to pay to the aggregate Purchase Price Persons set forth on Exhibit C to the Escrow Agreement all amounts held in the sub-account for the Working Capital Escrow Amount in accordance with Section 3 of the Escrow Agreement and (y) second, Purchaser will pay to the Paying Agent for deposit in the Payment Fund and distribution to the applicable Company Securityholders, the amount of the Additional Consideration less the Working Capital Escrow Amount. Any amount payable by Purchaser to the Paying Agent pursuant to clauses this Section 3.9(d)(ii) will be paid within three (i3) through (ii) above, whether positive or negative, is Business Days of the "determination of Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller Merger Consideration by wire transfer in of immediately available funds to an the account or accounts designated specified in writing by the SellerStockholder Representative. (iii) Any funds remaining in the sub-account in which the Working Capital Escrow Amount is held following a distribution pursuant to the foregoing Section 3.9(d)(i) shall be promptly paid to the Persons set forth on Exhibit C to the Escrow Agreement in accordance with Section 3 of the Escrow Agreement, and the Purchaser and the Stockholder Representative shall issue joint written instructions directing the Escrow Agent to make such payments. (e) For the purposes of this Article III, each amount included in the Estimated Merger Consideration Calculation, the Estimated Closing Balance Sheet, the Closing Statement and the Closing Balance Sheet will (i) be prepared in accordance with GAAP and calculated utilizing the accounting principles, policies, procedures and methodologies reflected on Annex A-3 hereto and (ii) if be consistent with the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment audited Financial Statements delivered to the Buyer by wire transfer in immediately available funds Purchaser pursuant to an account or accounts designated in writing by Section 4.6. For the Buyeravoidance of doubt, in either case under clause (i) or (ii) for purposes of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including preparing the Closing Date toStatement and the Closing Balance Sheet, but not including, no effect will be given to any new accounting pronouncements that may be issued following delivery of the date of paymentEstimated Merger Consideration Calculation.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined Within ninety (90) days after the Closing Date, Parent shall prepare and deliver or cause to be prepared and delivered to the Securityholders’ Representative a statement (the “Adjusted Closing Date Statement”), substantially in the form attached hereto as Exhibit D, setting forth Parent’s determination of (i) Closing Indebtedness and the components thereof, (ii) Closing Net Working Capital, the Net Working Capital Adjustment and the components thereof, (iii) Closing Cash and the components thereof, (iv) Transaction Expenses and the components thereof, (v) any [***] Agreement Payment and (vi) the Purchase Price calculated based on the foregoing, in each case of the foregoing clauses (i) through (vi), calculated in accordance with the definitions thereof and, if applicable, the Accounting Principles, together with reasonably detailed supporting documentation used to calculate the foregoing amounts. If Parent fails to deliver the Adjusted Closing Date Statement within such ninety (90) day period following the Closing Date, then the Securityholders’ Representative shall have the right to either (A) determine that the calculations of the amounts in the Estimated Closing Date Statement will be deemed to be the amounts set forth in the Adjusted Closing Date Statement, the Purchase Price will be deemed to be the Estimated Purchase Price, and the Price Increase and the Price Decrease will be deemed to be zero, and such amounts shall be final and binding upon the Parties for all purposes of this Agreement and not subject to appeal, or (B) within thirty (30) days thereafter (the “Preparation Period”), prepare and deliver to Parent the Adjusted Closing Date Statement (it being understood that, if the Securityholders’ Representative exercises such right to prepare and deliver the Adjusted Closing Date Statement, the provisions in paragraph (b) below shall be construed in a manner such that Parent has the right to review such statement and submit a Dispute Notice thereto). During the Preparation Period (if applicable), the Review Period and the Resolution Period, Parent shall afford to the Securityholders’ Representative reasonable access, upon reasonable notice, during normal business hours and in a manner that does not disrupt or interfere with Parent’s business operations, to all of the properties, books, Contracts, personnel and records of the Company Group as the Securityholders’ Representative shall reasonably request in connection with Securityholders’ Representative’s review of the Adjusted Closing Date Statement. (b) The Securityholders’ Representative shall have thirty (30) days following receipt of the Adjusted Closing Date Statement to review such statement (the “Review Period”). If the Securityholders’ Representative disagrees with the Adjusted Closing Date Statement, the Securityholders’ Representative shall notify Parent in writing of such disagreement during the Review Period, which notice (a “Dispute Notice”) shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts and recalculations thereof, and the basis for the disagreements set forth therein (each, a “Disputed Amount”); provided that a Dispute Notice shall only include Disputed Amounts (and Disputed Amounts may only be) based on (A) a failure of any of the calculations of Closing Indebtedness, Closing Net Working Capital, the Net Working Capital Adjustment, Closing Cash, Transaction Expenses and the Purchase Price contained in the Adjusted Closing Date Statement to be determined in accordance with the Accounting Principles and the applicable definitions set forth in this Agreement or (B) mathematical errors in the Adjusted Closing Date Statement. If the Securityholders’ Representative does not deliver a Dispute Notice within the Review Period, the Adjusted Closing Date Statement, as delivered pursuant to Section 3.10(a), shall be considered final, binding and non-appealable upon the Parties. If the Securityholders’ Representative delivers a Dispute Notice within the Review Period, then (i) the Disputed Amounts shall be resolved pursuant to Section 3.10(c) and (ii) such portions of the Adjusted Closing Date Statement that are not Disputed Amounts shall be considered final, binding and non-appealable upon the Parties. (c) During the thirty (30) days immediately following the delivery of a Dispute Notice (the “Resolution Period”), the Securityholders’ Representative and Parent shall seek in good faith to resolve any differences that they may have with respect to the matters identified in the Dispute Notice (and all discussions related thereto shall, unless otherwise agreed to by Parent and Securityholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rules)). If Parent and the Securityholders’ Representative are unable to resolve all Disputed Amounts within the Resolution Period (or such longer time as the parties may agree), then the Disputed Amounts shall be referred for final determination to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unwilling or unable to serve, then an independent nationally recognized accounting firm of independent certified public accountants, jointly determined by Parent and the Securityholders’ Representative (such firm, or another firm determined pursuant to this Section 3.10(c), the “Accounting Firm”), within fifteen (15) days after the end of such thirty (30) day period. The Accounting Firm shall be engaged pursuant to a customary engagement letter among the Securityholders’ Representative, Parent and the Accounting Firm on terms and conditions consistent with this Section 3.10(c), shall act as expert, and not as arbitrator, and shall consider only those Disputed Amounts which Parent and the Securityholders’ Representative have been unable to resolve during the Resolution Period. Neither the Securityholders’ Representative nor Parent (and none of their respective Representatives) shall have any ex parte communications (whether written or oral) or meetings with the Accounting Firm without the prior written consent of the other party. The Accounting Firm shall deliver to Parent and the Securityholders’ Representative, as promptly as practicable, and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. The Accounting Firm determination shall be based solely on presentations and supporting material provided by the Securityholders’ Representative and Parent and not pursuant to any independent review, and shall be limited to fixing mathematical errors in the calculations underlying the Disputed Amounts and determining the extent to which Parent’s or the Securityholders’ Representative’s, as applicable, determination of the Disputed Amounts were determined in accordance with the definitions of Closing Indebtedness, Closing Net Working Capital, the Net Working Capital Adjustment, Closing Cash, Transaction Expenses and Purchase Price contained herein and the Accounting Principles. The Accounting Firm shall only be permitted to determine an amount with respect to any Disputed Amount that is either the amount of such Disputed Amount as proposed by the applicable Party in the Adjusted Closing Date Statement or the Dispute Notice or an amount in between the two amounts. Such report shall be final, binding and non-appealable upon the Parties, absent fraud or manifest error. Upon the decision of the Accounting Firm, the Adjusted Closing Date Statement, as adjusted to the extent necessary to reflect the Accounting Firm’s decision, shall be final, binding and non-appealable upon the Parties. At any time, Parent and the Securityholders’ Representative may agree to settle any remaining Disputed Amount, including any such Disputed Amount submitted to the Accounting Firm, which agreement shall be in writing and shall be deemed final, binding and non-appealable upon the Parties with respect to the subject matter of such Disputed Amount so resolved (the “Resolution Agreement”); provided that, if the Accounting Firm has been engaged, Parent and the Securityholders’ Representative shall promptly provide a copy of such Resolution Agreement to the Accounting Firm and instruct the Accounting Firm not to resolve such Disputed Amount so resolved, it being agreed that if the Accounting Firm nonetheless resolved such Disputed Amount for any reason, the Resolution Agreement shall control. The fees, costs and expenses of the Accounting Firm shall be allocated between Parent and the Securityholders’ Representative based upon the percentage that the portion of the contested amount not awarded to each such party bears to the amount actually contested by such party. For example, if the Securityholders’ Representative claims the aggregate Purchase Price is $1,000 greater than the amount determined by Parent, and if the Accounting Firm ultimately resolves the dispute by awarding the Securityholders $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated 30% (i.e., 300 ÷ 1,000) to Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Securityholders’ Representative. The dispute resolution provisions set forth in this Section 3.10 shall be the sole and exclusive remedy of the Parties for any disputes related to the determination of the Closing Indebtedness and the components thereof, Closing Net Working Capital, the Net Working Capital Adjustment and the components thereof, Closing Cash and the components thereof, Transaction Expenses and the components thereof and the Purchase Price; provided that, the foregoing shall not prohibit any Party from instituting an Action to enforce any final determination of the Purchase Price pursuant to the terms and conditions of this Section 3.10(c). (d) In the event that the Purchase Price as finally determined pursuant to this Section 3.10 is greater than the Estimated Purchase Price (such difference, the “Price Increase”), Parent shall pay, by wire transfer of immediately available funds, an aggregate amount in cash equal to the Price Increase for the benefit of, and for further distribution to, the Securityholders in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the Price Increase. The payment of the Price Increase for the benefit of, and for further distribution to, the Securityholders shall be made within five (5) Business Days following the later of (i) the final determination of the Price Increase and (ii) Parent’s receipt of the applicable Post-Closing Payment Spreadsheet with respect to such Price Increase pursuant to this Section 3.10(d). (e) In the event that the Purchase Price as finally determined pursuant to this Section 3.10 is less than the Estimated Purchase Price (such difference, the “Price Decrease”), then an amount in cash equal to the lesser of (i) the Price Decrease and (ii) the Escrow Funds shall be released from the Escrow Account to Parent in accordance with Section 3.10(f) and Section 3.10(g) and the Escrow Agreement. If the Escrow Funds are less than the amount of the Price Decrease, then Parent may set-off the amount of such deficiency by deducting such amount on a dollar-for-dollar basis from any Contingent Payment that has not yet been fully paid pursuant to this Agreement. For the avoidance of doubt, the Escrow Funds and the reduction of Contingent Payments contemplated by the immediately preceding sentence shall be the sole and exclusive remedies of Parent and its Affiliates with respect to any Price Decrease. (f) Within five (5) Business Days after the final determination of the Purchase Price, Parent and the Securityholders’ Representative shall send a joint written instruction to the Escrow Agent to release, by wire transfer of immediately available funds, all of the Escrow Funds, as follows: (i) Within 30 days after the Closing Dateto Parent, the Seller shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections amount (if any) payable to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or Parent pursuant to Section 1.6(a)(ii)(B3.10(e), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment any remaining Escrow Funds after giving effect to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results payment in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) above, if any (the “Escrow Release Amount”), for the benefit of, and further distribution to, the Securityholders entitled thereto in accordance with Section 3.13 and the Post-Closing Payment Spreadsheet applicable to the Escrow Release Amount. (g) In connection with the payment of any Price Increase, any Price Decrease and any Escrow Release Amount, as applicable, the Securityholders’ Representative shall prepare and deliver (or (iicause to be prepared and delivered) of to Parent and the Paying Agent a Post-Closing Payment Spreadsheet with respect to such payment. Parent and its Affiliates shall be entitled to rely on the Post-Closing Payment Spreadsheet delivered pursuant to this Section 1.6(c), in an amount equal 3.10(g) as conclusive evidence of amounts payable to the sum of Securityholders pursuant to this Agreement. (Xh) Any payment made pursuant to this Section 3.10 shall be treated as an adjustment to the Final Adjustment Amount Purchase Price for federal, state, local and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentnon-U.S. income Tax purposes.

Post-Closing Adjustments. (a) The Initial Sale Price Merger Consideration shall be determined subject to adjustment after the Closing Date as follows:specified in this Section 2.4(d). (i) Within 30 90 days after the Closing Date, the Seller Buyer shall prepare and deliver provide to the Buyer Stockholders’ Representative a statement (the Draft Statement of “Post-Closing Statement”) of: (i) the Transaction Costs, (ii) the Closing Indebtedness, (iii) the Closing Net Working Capital and Fixed Assets. The Seller shall prepare Deficit (the Draft Statement of “Final Closing Net Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the "Book Value"), which shall be Deficit”) prepared in accordance with the terms of this Agreement, and (iv) the Final Net Working Capital Adjustment. (ii) Buyer shall (i) permit the Stockholders’ Representative to have reasonable access to the books and records of the Seller pertaining to or used in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance connection with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Post-Closing Statement and Buyer’s calculation of the Transaction Costs, the Closing Indebtedness, Closing Net Working Capital and Fixed Assetsthe Final Net Working Capital Adjustment and (ii) provide the Stockholders’ Representative reasonable access to Buyer’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Stockholders’ Representative; provided that such access will be in a manner that does not interfere with the normal business operations of Buyer or the Surviving Corporation. The Stockholders’ Representative shall notify Buyer of its acceptance or dispute of any amounts reflected on the Post-Closing Statement within 30 calendar days after the Stockholders’ Representative’s receipt of such statement (such 30-day period hereinafter referred to as the “Review Period”). Any such notice of disagreement (the “Notice of Disagreement”) shall specify those items or amounts as to which the Stockholders’ Representative disagrees (and shall include the Stockholders’ Representative’s proposed changes to the calculation of the Transaction Costs, the Closing Indebtedness, the Closing Net Working Capital and the Final Net Working Capital Adjustment, as applicable). The Stockholders’ Representative shall be deemed to have agreed with all other items and amounts included in the Post-Closing Statement that are not identified in the Notice of Disagreement. (iii) In the event of a dispute with respect to the Post-Closing Statement, Buyer and the Stockholders’ Representative shall attempt to reconcile differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Buyer and the Stockholders’ Representative are unable to reach a resolution to such effect within 30 calendar days after Buyer’s receipt of the Notice of Disagreement, Buyer and the Stockholders’ Representative shall submit the amounts remaining in dispute for resolution to BDO USA LLP (the “Independent Accountant”). The Independent Accountant shall be directed to, within 30 calendar days after such submission, determine and report to the Parties upon the remaining disputed amounts with respect to the Post-Closing Statement, and such report shall be final, binding and conclusive on the Parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The Independent Accountant shall be authorized to resolve only those items remaining in dispute between Buyer and the Stockholders’ Representative, and such resolution shall be based solely on the materials submitted by the Parties and not on independent review. Buyer, on the one hand, and the Stockholders’ Representative, on the other, shall each pay fifty percent (50%) the fees and disbursements of the Independent Accountant; provided, that upon resolution of the dispute by the Independent Accountant, the prevailing Party, if any, as determined by the Independent Accountant, shall be entitled to be reimbursed in proportion to the amount by which the other Party’s determinations of the items in dispute differed from the amount determined by the Independent Accountant. Such amount shall be determined by the Independent Accountant. (iv) No later than five Business Days after the Transaction Costs, the Closing Indebtedness, Closing Net Working Capital and Final Net Working Capital Adjustment shall be finally determined in accordance with this Section 2.4(d), the following payments shall be made: (A) If the sum of the amounts of Transaction Costs and Closing Indebtedness as finally determined in accordance with this Section 2.4(d) is greater than the sum of the amounts of Transaction Costs and Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer and their respective independent auditors the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute such excess to Buyer from the Adjustment Escrow Fund; (B) If the sum of the amounts of the Transaction Costs and the Closing Indebtedness as finally determined in accordance with this Section 2.4(d) is less than the sum of the amounts of the Transaction Costs and the Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer shall pay the amount of such shortfall to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equity Holders at the direction of the Stockholders’ Representative; and (C) If (i) the Final Net Working Capital Adjustment as finally determined in accordance with this Section 2.4(d) is a deficit of more than $1,955,000, such deficit amount greater than the $1,955,000 shall be first deducted from the Adjustment Escrow Fund, and if such deficit amount exceeds the amount held in the Adjustment Escrow Fund, such deficit will be deducted from the Contingent Cash Consideration portion of any subsequent Contingent Payment if such deficit amount is finally determined in accordance with this Section 2.4(d) prior to date of payment of the Contingent Cash Consideration portion of any subsequent Contingent Payment. If the Final Net Working Capital Adjustment as finally determined is less than a deficit of $1,445,000, such amount will be paid by the Buyer to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equity Holders at the direction of the Stockholders’ Representative. The aggregate payments to be made by Buyer or the Stockholders’ Representative as a result of all adjustments to the Merger Consideration pursuant to this Section 2.4(d) may be netted against all amounts owed to such Party as a result of such adjustment to the Merger Consideration (such netted amount, the “Adjustment Amount”), and (i) if the Adjustment Amount is due to Buyer, Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute from the Adjustment Escrow Fund (I) to Buyer, such Adjustment Amount, and (II) any remaining amounts in the Adjustment Escrow Fund at the direction of the Stockholders’ Representative to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders; provided, that if the amount of the Adjustment Escrow Fund is less than Adjustment Amount to be paid to Buyer, then the Equity Holders shall be liable for such deficiency, and Buyer shall have the right to observe seek payment directly from the taking of Equity Holders for such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as amount in excess of the close of business on Adjustment Escrow Fund, first by reducing the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution Contingent Cash Consideration Portion of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value subsequent Contingent Payment pro-rata for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Sellereach Equity Holder, and (ii) if the Final an Adjustment Amount results in a decrease in the Initial Sale Priceis due to Equity Holders, the Seller (y) Buyer shall make a cash payment pay such Adjustment Amount to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Stockholders’ Representative, (z) Buyer by wire transfer in immediately available funds and the Stockholders’ Representative shall provide a joint instruction to an account or accounts designated in writing by the BuyerEscrow Agent to distribute the Adjustment Escrow Fund at the direction of the Stockholders’ Representative to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders; provided, in either case under clause (i) or at the Stockholders’ Representative’s election, amounts due to the Equity Holders pursuant to subsection (ii) of this Section 1.6(c), in an amount equal to sentence may be paid at the sum time of (X) and with the Final next Contingent Payment if the Adjustment Amount and (Yis finally determined pursuant to this Section 2.4(d) interest thereon at a rate equal prior to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of paymentany such date for the payment of the Contingent Payment. Any payment to be made by Buyer to the Stockholders’ Representative pursuant to this Section 2.4(d) may, at Buyer’s option, be reduced by any Losses for which any Buyer Indemnitee is entitled to indemnification under Section 11.2, and shall be as reduced to fulfill the applicable Tax withholdings and payroll charges associated with such payments. Buyer shall, at its option exercisable by written notice to the Stockholders’ Representative, retain amounts from the Adjustment Escrow Fund to satisfy any payment obligation of the Stockholders’ Representative, on behalf of the Equity Holders, to Buyer under this Section 2.4(d) and in accordance with Section 12.13.

Post-Closing Adjustments. The following adjustments will be made with regard to the profits and losses, cash position and capitalization of the STEAG Subsidiaries following the Closing: (a) The Initial Sale Price shall be determined after the Closing Date As promptly as follows: (i) Within 30 practicable, but in no event more than 60 days after following the Closing Date, the Seller ▇▇▇▇▇▇▇ shall prepare and deliver to STEAG (i) audited income statements of STEAG RTP Systems GmbH and STEAG MicroTech GmbH for the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date year ended December 31, 2000 (the "Book ValueYear 2000 Income Statements"), which and (ii) a statement of the aggregate cash and cash equivalents of the combined STEAG Subsidiaries as of December 31, 2000 (the "Closing Cash Statement" and, together with the Year 2000 Income Statements, the "Closing Financial Statements"). The Year 2000 Income Statements shall be prepared in accordance with German GAAP (as defined in Section 3.5) applied on a basis consistent with the accounting principles used in preparation of the income statements for STEAG RTP Systems GmbH and STEAG MicroTech GmbH referred to in Section 3.5(a). The Year 2000 Income Statements shall be audited by PricewaterhouseCoopers ("PWC"), using procedures and methods consistent with past practice; provided that ▇▇▇▇▇▇▇'▇ auditors, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("AA"), shall be permitted to participate in such audits. The Closing Cash Statement shall be certified by PWC. STEAG will make available such STEAG employees who are reasonably necessary for the preparation of the Closing Financial Statements, using the books and records of the Seller STEAG Subsidiaries, to assist ▇▇▇▇▇▇▇ in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before preparing the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventoryFinancial Statements. (iib) The Buyer shall deliver Unless within 10 business days after its receipt of the Closing Financial Statements, STEAG delivers to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or ▇▇▇▇▇▇▇ a detailed written statement describing its objections (if any) to the Draft Statement of Working Capital Year 2000 Income Statements or the Closing Cash Statement, such Closing Financial Statements shall be final and Fixed Assetsbinding. If the Buyer STEAG delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver such a written objection statement to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date▇▇▇▇▇▇▇, the Draft Statement of Working Capital parties and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall their respective auditors will use reasonable efforts to resolve such any disputes, but if a final resolution is not reached within 20 business days after ▇▇▇▇▇▇▇ has submitted its objections. , any remaining disputes will be resolved by an internationally recognized firm of independent certified public accountants (3excluding PWC and AA) If all objections set forth on mutually selected by ▇▇▇▇▇▇▇ and STEAG or, if they are unable to agree, by PWC and AA (the Buyer's statement of objections have not been resolved "Reviewing Accountants"). The Reviewing Accountants shall be instructed to resolve any matters in dispute as promptly as practicable and, in any event, within 30 days after the referral of such objections dispute is submitted to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) them. The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date determination of the engagement Reviewing Accountants will be final and binding. ▇▇▇▇▇▇▇ and STEAG will each pay one-half of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer Reviewing Accountants. ▇▇▇▇▇▇▇ and STEAG shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, cooperate with each other and the denominator of which is Reviewing Accountants in connection with the excess of matters contemplated by this Section 2.9, including by furnishing such information and access to such books, records (y) the Book Value including accountants' work papers), personnel and properties as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall may be responsible for the balance of such fees and expensesreasonably requested. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business 5 days after the Final Closing Balance Sheet becomes final and binding upon Financial Statements become final, in accordance with the Parties Profit Transfer Contracts (as defined in Section 3.5(c)), (i) ▇▇▇▇▇▇▇ will cause STEAG RTP Systems GmbH and/or STEAG MicroTech GmbH to transfer the net profit, if the Final Adjustment Amount results in an increase in the Initial Sale Priceany, the Buyer shall make a cash payment for fiscal year 2000 to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the SellerSTEAG, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this STEAG will reimburse STEAG RTP Systems GmbH and/or STEAG MicroTech GmbH for the net loss, if any, for fiscal 2000. (d) If, after taking into account any profit and loss reimbursement pursuant to Section 1.6(c2.9(c), the aggregate cash balance of the combined STEAG Subsidiaries would exceed $10,075,000, ▇▇▇▇▇▇▇ shall cause the additional cash in an amount equal excess of $10,075,000 to be transferred to STEAG at the time of any payments under Section 2.9(c); provided, that ▇▇▇▇▇▇▇ shall not be obligated to transfer more than DM20,000,000 of such excess cash. If, after taking into account any profit and loss reimbursement pursuant to Section 2.9(c), the aggregate cash balance of the combined STEAG Subsidiaries would be less than $10,075,000, STEAG shall contribute to the sum STEAG Subsidiaries (allocated among the STEAG Subsidiaries as agreed by the parties) cash in the amount of (X) such deficit at the Final Adjustment Amount and (Y) interest thereon at a rate equal time of any payments under Section 2.9(c ); provided, that STEAG shall not be obligated to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date contribute more than DM20,000,000 of paymentsuch deficit.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date As soon as follows: (i) Within 30 days after reasonably practicable following the Closing Date, the Seller and in any event within sixty (60) calendar days thereof, Acquiror shall prepare and deliver to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Holder Representative (i) an unaudited consolidated balance sheet of the Business Company and its Subsidiaries as of the close of business on the Closing Date (the "Book Value"“Closing Balance Sheet”) and (ii) a calculation of Net Working Capital of the Company and its Subsidiaries as set forth on the Closing Balance Sheet (“Closing Date Net Working Capital”), which shall . The Closing Balance Sheet be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied in a manner consistent with the books and records principles applied in connection with the preparation of the Seller in respect of the Business and Audited Financial Statements. The Closing Balance Sheet shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges using the same accounting practices, policies, judgments and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting methodologies used in the preparation of the Draft Statement Audited Financial Statements. The Closing Balance Sheet shall reflect no changes in reserves (regardless of Working Capital and Fixed Assets, and whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the Final Closing Balance Sheet) from amounts contained in the balance sheet of the Company and its consolidated Subsidiaries included on the Interim Financial Statements, other than as required to comply with GAAP or changes therein attributable to changes in facts and circumstances occurring after March 31, 2005. If Following the Buyer timely objects Closing, Acquiror shall use its commercially reasonable efforts to provide the Holder Representative and its representatives reasonable access to the Draft Statement records and employees of Working Capital the Company and Fixed Assetsits Subsidiaries, in accordance with this Section 1.6(a)during regular business hours, such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers extent relevant to its review of Rolls-Royce plc the Closing Balance Sheet and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on cause the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date employees of the engagement Company and its Subsidiaries to cooperate with the Holder Representative in connection with its review of the Accountant (Closing Balance Sheet. “Net Working Capital” as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller date shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant mean (i) shall be bound by the principles set forth in this Section 1.6current assets of the Company and its Subsidiaries as of such date (excluding cash and cash equivalents, income tax receivables and deferred income taxes but including prepaid taxes), minus (ii) shall further limit the consolidated current liabilities of the Company and its review Subsidiaries as of such date (excluding the current portion of Funded Debt, any liability in respect of uncleared checks, and accrued interest but including, for the avoidance of doubt, Transaction Bonuses to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was extent not paid on or before the Closing Date), in each case, as calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either partyGAAP. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: Within ninety (i90) Within 30 days after following the Closing Date, the Seller Buyer shall prepare and deliver to TVV a written statement (the Buyer “Closing Statement”) which shall include (i) the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Buyer’s calculations of the Business Company’s (A) Cash and Cash Equivalents as of the close Adjustment Time, (B) Indebtedness outstanding as of business the Adjustment Time, excluding the indebtedness evidenced by the H▇▇▇▇▇ Redemption Note, (C) Net Working Capital as of the Adjustment Time and (D) Company Expenses outstanding as of the Adjustment Time and (ii) the Buyer’s calculation of the Closing Date Payment based upon the Closing Statement (including provision for a 2.93% adjustment for the Rollover Amount). The Closing Statement (and the components thereof) will be prepared and determined in accordance with GAAP as modified by the definitions of Cash and Cash Equivalents, Indebtedness (excluding the H▇▇▇▇▇ Redemption Note), Company Expenses and Net Working Capital (and the Net Working Capital calculation shall be consistent with the sample working capital calculation set forth on Exhibit C). The preparation of the Closing Statement shall be for the sole purpose of determining the Final Closing Date Payment (as defined below). TVV shall have thirty (30) days following the receipt of the Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, TVV shall deliver to the Buyer a written statement setting forth in reasonable detail (y) any specific item on the Closing Date (the "Book Value"), Statement which shall be TVV believes has not been prepared in accordance with this Agreement and the books correct amount of such specific item and records (z) TVV’s alternative calculation of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for Payment (the purpose of assisting “Closing Statement Response Notice”). Any items not specifically objected to in the preparation Closing Statement Response Notice will be deemed to have been accepted by, and will be binding and conclusive on, TVV on the thirtieth (30th) day following delivery of the Draft Closing Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed AssetsTVV. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer TVV does not deliver a written objection such Closing Statement Response Notice to the Draft Statement of Working Capital and Fixed Assets by Buyer within the Objection Deadline DateReview Period, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets TVV shall be deemed to have accepted the Closing Statement in its entirety and the Closing Statement (and the determination of the Closing Date Payment set forth therein) shall be binding and conclusive on the parties and not subject to appeal. (b) The amount of the Closing Date Payment set forth on the Closing Statement, as accepted or deemed accepted under Section 1.4(a) or as determined in accordance with Section 1.4(c), shall constitute the “Final Closing Balance Sheet. If Date Payment” for purposes of this Agreement. (c) In the event that TVV delivers a Closing Statement Response Notice within the Review Period, the Buyer timely objects and TVV shall in good faith attempt to resolve any specific objections set forth in such Closing Statement Response Notice. Any such specific objections which cannot be resolved between the Draft Buyer and TVV within thirty (30) days following the Buyer’s receipt of the Closing Statement of Working Capital and Fixed Assets, Response Notice shall be resolved in accordance with this Section 1.6(a1.4(c); provided, such objections that neither the Buyer nor TVV shall be resolved permitted to raise any objection to the Estimated Closing Statement or the Closing Statement, as follows: (1) The Buyer applicable, unless such objection is raised in the Closing Statement or the Closing Statement Response Notice, respectively, as opposed to any amendment or restatement thereof, none of which shall be permitted. Should TVV and the Seller shall first use Reasonable Best Efforts Buyer not be able to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all specific objections set forth on in the Buyer's statement Closing Statement Response Notice (such specific unresolved items, the “Outstanding Disputed Items”), within the thirty (30) day period described above, either party may submit only the Outstanding Disputed Items to C▇▇▇▇ H▇▇▇▇▇▇ LLP (the “Accounting Referee”) for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of objections within 30 days after delivery of such statement of objections, its engagement. If any remaining disagreements shall be referred Outstanding Disputed Item is submitted to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B)Accounting Referee for resolution, the Buyer and the Seller shallAccounting Referee shall determine, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth based solely on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to written submissions or presentations by the Buyer and TVV and their respective Representatives and not by independent review, the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each value of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writingOutstanding Disputed Items. In resolving any Unresolved Objectionsdetermining such amounts, the Accountant Accounting Referee: (iA) shall be bound by the principles set forth in this Section 1.61.4, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iiiB) shall not assign a value to any item greater than the greatest value for such item claimed by any party in the Closing Statement or the Closing Statement Response Notice, as applicable, or less than the smallest value for such item claimed by either party. (5) Within 90 days after any party in the date of its engagement hereunderClosing Statement or the Closing Statement Response Notice, as applicable. Such Accounting Referee shall review only the Accountant shall determine whether the objections raised by the Buyer are appropriate Outstanding Disputed Items and shall issue deliver a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's written statement setting forth its resolution of the Unresolved Objections. Such balance sheet dispute, which statement shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as followsinclude its calculation of: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees Cash and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value Cash Equivalents as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance SheetAdjustment Time, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) Indebtedness outstanding as of the Seller Adjustment Time, (3) Net Working Capital as of the Adjustment Time, and (4) Company Expenses outstanding as of the Adjustment Time and the Closing Date Payment, each calculated using non-disputed items and the Accounting Referee’s determinations of the Outstanding Disputed Items. Such calculations, absent manifest error, shall be responsible for the balance of such fees and expenses. (b) Upon completion determinative of the Final Closing Balance Sheet, the "Initial Sale Price" Date Payment and shall be determined as follows:binding and conclusive on the parties and not subject to appeal. The fees and costs of the Accounting Referee, if one is required, shall be payable one-half (1/2) by the Buyer, on the one hand, and one-half (1/2) by TVV, on the other hand. (id) if In the Book Value as shown on event that the Final Closing Balance Sheet Date Payment is less than Estimated the Closing Book ValueDate Payment, the Initial Sale Price TVV shall be decreased by pay such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment shortfall amount to the Buyer by wire transfer in of immediately available funds to an account or accounts designated in writing by funds. In the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) event the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including Closing Date Payment exceeds the Closing Date to, but not includingPayment, the date Buyer shall pay to TVV an amount in cash equal to such excess amount. Any payment due under this Section 1.4(d) shall be made within five (5) Business Days of paymentthe determination of the Final Closing Date Payment.

Post-Closing Adjustments. i. No later than ninety (a90) The Initial Sale Price shall be determined after the Closing Date as follows: (i) Within 30 days after the Closing Date, the Seller Purchaser shall prepare and deliver to the Buyer Seller a statement (the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets “Post-Closing Statement”) setting forth the Working Capital and Fixed Assets of the Business Purchaser’s good faith calculation (as of the close Closing Date) of business on (A) the Indebtedness Payoff Amount (the “Final Indebtedness Amount”), (B) the Transaction Expenses Amount (the “Final Transaction Expenses Amount”), (C) the Closing Date Bonus Amount (the "Book Value"“Final Closing Bonus Amount”), which shall be prepared in accordance with (D) the books and records of Cash Amount (the Seller in respect of “Final Cash Amount”), (E) the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that Final Cash Shortfall Amount, if applicable, (F) the foregoing balance sheet be audited by Ernst & Young LLPFinal Cash Surplus Amount, if applicable, (G) the Working Capital Amount (the “Final Working Capital Amount”), (H) the Final Working Capital Surplus Amount, if applicable, (I) the Final Working Capital Shortfall Amount, if applicable, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before (J) the Closing Date for Payment Amount (the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be deemed to be the “Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(BPayment Amount”). Each of the Buyer foregoing calculations shall be accompanied by reasonable supporting detail therefor. During the period commencing on the date the Post-Closing Statement is delivered to the Seller and ending sixty (60) days thereafter (the “Review Period”), the Purchaser shall provide the Seller with reasonable access during normal business hours with at least forty-eight (48) hours prior written notice to any books, records, working papers, documents, data, personnel and Representatives of the Company and its Subsidiaries as Seller reasonably deems relevant for its review of the Post-Closing Statement. ii. During the Review Period, the Seller may provide written notice to the Purchaser disputing all or any part of the Final Indebtedness Amount, the Final Transaction Expenses Amount, the Final Closing Bonus Amount, the Final Cash Amount, the Final Cash Shortfall Amount, if applicable, the Final Cash Surplus Amount, if applicable, the Final Working Capital Amount, the Final Working Capital Surplus Amount, if applicable, the Final Working Capital Shortfall Amount, if applicable, and the Final Closing Payment Amount, specifying in reasonable detail those items that the Seller disputes (the disputed items to which the Seller objects are referred to herein as the “Disputed Amounts” and the Seller’s objection notice is referred to herein as the “Objection Notice”). If the Seller does not provide an Objection Notice with respect to any amounts set forth in the Post-Closing Statement prior to the expiration of the Review Period, any such amounts not so objected to shall be final, binding, non-appealable, and conclusive on the Parties. iii. If the Seller delivers an Objection Notice to the Purchaser prior to the expiration of the Review Period, then the Seller and the Purchaser shall negotiate in good faith to resolve the Disputed Amounts for twenty (20) days following the Purchaser’s receipt of the Objection Notice (or such longer period as may be agreed to in writing by the Purchaser and the Seller, the “Negotiation Period”). If, during the Negotiation Period, the Seller and the Purchaser are able to resolve any Disputed Amounts, then such agreed-upon amounts shall be set forth in a writing executed by the Purchaser and the Seller and shall become final, binding, non-appealable, and conclusive on the Parties. iv. If a final resolution is not obtained within the Negotiation Period, the Purchaser and the Seller shall engage, for the benefit of both the Purchaser and the Seller, KPMG US LLP, but if KPMG US LLP does not accept such engagement, such other nationally recognized public accounting firm agreed between the Purchaser and Seller (the “Independent Accountant”) to resolve any remaining Disputed Amounts. If the Independent Accountant is retained, then (A) the Purchaser and the Seller shall each submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Independent Accountant in writing, neither not later than twenty (20) days after the Independent Accountant is engaged, their respective positions with respect to the Disputed Amounts, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (B) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Seller and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant (or such longer period as may be requested by the Independent Accountant and as agreed to by the Purchaser and the Seller), render its decision as to the Disputed Amounts in a written report, which decision shall be final, binding, nonappealable, and conclusive on the Parties. Neither the Purchaser nor the Seller shall have or conduct any communication, either written or oral, with the Independent Accountant without the other Party may either being present (or having waived or declined its right to be present) or receiving a concurrent copy of any additional written communication. The Purchaser and the Seller, and their respective Representatives, shall cooperate fully with the Independent Accountant during its engagement and respond on a timely basis to all requests for information or arguments access to documents or personnel made by the Independent Accountant, either orally or all with the intent to fairly and in writinggood faith resolve all Disputed Amounts as promptly as reasonably practicable. The Parties shall be entitled to have a judgment entered on such written report in any court of competent jurisdiction. In resolving any Unresolved Objectionsdisputed item, the Independent Accountant (iw) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Purchaser or the Seller, or less than the lowest value for such item claimed by either the Purchaser or the Seller, in each case, as presented to the Independent Accountant, (x) shall be bound by the principles set forth in this Section 1.6Agreement, (iiy) shall further act as an expert and not as an arbitrator, and (z) shall limit its review to whether matters specifically set forth in the Draft Statement Objection Notice. The fees and expenses of the Independent Accountant shall be paid by the Party whose estimate of the Disputed Amounts is furthest from the Independent Accountant’s calculation of the Disputed Amounts (in addition to any costs and expenses pursuant to Section 11.11). v. The final and binding amounts of the Indebtedness Payoff Amount, the Transaction Expenses Amount, the Closing Bonus Amount, the Cash Amount, and the Working Capital and Fixed Assets contained mathematical errors and was calculated Amount, as finally determined in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder1.5, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole “Actual Indebtedness Amount,” the “Actual Transaction Expenses Amount,” the “Actual Closing Bonus Amount,” the “Actual Cash Amount,” and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant“Actual Working Capital Amount,” respectively. (7) The Buyer and vi. For purposes of this Agreement, the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for “Adjustment Amount” means an amount equal to the total amount of such fees and expenses multiplied by (which may be a fraction, the numerator of which is the excess (if anynegative number) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (XA) the Final Adjustment Estimated Indebtedness Amount and minus the Actual Indebtedness Amount, plus (YB) interest thereon at a rate equal to five percent the Estimated Transaction Expenses Amount minus the Actual Transaction Expenses Amount, plus (5%C) per annum calculated from and including the Estimated Closing Date toBonus Amount minus the Actual Closing Bonus Amount, but not includingplus (D) the Actual Cash Amount minus the Estimated Cash Amount, plus (E) the date of paymentActual Working Capital Amount minus the Estimated Working Capital Amount.

Post-Closing Adjustments. (a) The Initial Sale Price shall be determined after the Closing Date as follows: Within ninety (i90) Within 30 days after following the Closing Date, the Seller Cash Buyer shall prepare cause to be prepared and deliver delivered to the Buyer Stockholders’ Representative a statement (the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets “Closing Statement”), setting forth the Cash Buyer’s calculation of the actual (i) Net Working Capital (the “Closing Working Capital”), (ii) Closing Date Indebtedness (the “Closing Indebtedness”), and Fixed Assets (iii) Closing Date Selling Expenses (“Closing Selling Expenses”), together with a recalculation of the Business as of the close of business on the Closing Date (the "Book Value"), which Purchase Price. The Closing Statement shall be prepared in accordance with the definitions of “Net Working Capital”, “Closing Date Indebtedness” and “Closing Date Selling Expenses” as set forth in this Agreement and otherwise in accordance with GAAP consistent with past practice of the Company. The Stockholders and the Stockholders’ Representative shall reasonably make available to the Cash Buyer and its representatives all information, books and records (upon reasonable advanced notice and during normal business hours), as may be reasonably requested in connection with the preparation and analysis of the Closing Statement. The Stockholders’ Representative shall have forty-five (45) days following its receipt of the Closing Statement (the “Review Period”) to review the same. The Stockholders’ Representative shall have reasonable access (during normal business hours and upon reasonable advanced notice) to the books and records of the Seller in respect Company for the purposes of reviewing the Closing Statement. On or before the expiration of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that Review Period, the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer Stockholders’ Representative shall deliver to the Seller, by the Objection Deadline Date, either Cash Buyer a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets written statement accepting or a detailed statement describing its objections (if any) objecting to the Draft Closing Statement of Working Capital and Fixed Assets(the “Closing Statement Response Notice”). If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer Stockholders’ Representative (A) does not deliver a written objection such Closing Statement Response Notice to the Draft Cash Buyer within the Review Period or (B) delivers a Closing Statement of Working Capital and Fixed Assets by Response Notice that it accepts the Objection Deadline Datecalculations reflected in the Closing Statement, then, effective as of either then (1) the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Statement of Working Capital and Fixed Assets Stockholders’ Representative shall be deemed to be have accepted the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling that shall include a balance sheet, comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (6) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller Closing Statement and the calculation of the Closing Working Capital, Closing Indebtedness and Closing Selling Expenses reflected in the Closing Statement and the recalculation of the Closing Date Purchase Price reflected in the Closing Statement, in each case, shall be responsible for final, conclusive and binding on the balance of such fees parties in all respects and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Purchase Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including recalculated Closing Date Purchase Price set forth in the Closing Date to, but not including, Statement delivered by the date of paymentCash Buyer.

Post-Closing Adjustments. (a) The Initial Sale Base Wholesale Purchase Price shall and the Base J&P Purchase Price will be determined subject to adjustment after the Closing Date as follows: (ia) Within 30 Not later than 45 days after the Closing Date, the Seller shall prepare and deliver HDOC will deliver, or cause to be delivered, to the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets Purchaser a balance sheet for each of the Business Companies as of the close of business on the day immediately preceding the Closing Date (collectively, the "Book Value")“Closing Date Balance Sheets”) and a statement (collectively, which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto “NWC Statements”) in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by set forth on Schedule 2.6(a) calculating the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose Net Working Capital of assisting in the preparation each of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or Companies as of the close of business on the Objection Deadline Dateday immediately preceding the Closing Date (with respect to each Company, “Closing Working Capital”). The Closing Date Balance Sheets will fairly present the Draft Statement consolidated financial position of Working Capital each of the Companies as at the close of business on the day immediately preceding the Closing Date and Fixed Assets shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, prepared in accordance with this Section 1.6(aGAAP applied consistently with each such Company’s past practice (to the extent that such past practice was in accordance with GAAP), such objections shall be resolved without any adjustments applicable solely as follows: (1) The Buyer a result of the acquisition of the Shares and the Seller shall first use Reasonable Best Efforts Purchased Assets by the Purchaser on the Closing Date and the distribution by any of the Companies to resolve HDOC or BCDM, as the case may be, of all cash on hand as of the close of business on the day immediately preceding the Closing. For the avoidance of doubt and disputes, the Parties agree that, in respect of the Closing Date Balance Sheets and the NWC Statements, (i) the accounting policies, practices and procedures set forth on Schedule 2.6(a) are in accordance with GAAP and (ii) none of the Parties, their respective accountants and the Independent Accountant will have any basis whatsoever to hereafter assert, conclude or determine that any such objectionsaccounting policy, practice or procedure is not in accordance with GAAP. The Closing Date Balance Sheets will be accompanied by a statement setting forth the basis for the determination of the items and values reflected on the Closing Date Balance Sheets. (2b) If The Purchaser and one firm of independent certified accountants acting on behalf of the Buyer Purchaser (the “Purchaser’s Auditors”) will have the right to review the work papers of HDOC and its accountants utilized in preparing the Closing Date Balance Sheets and NWC Statements, and will have full access to the books, records, properties and personnel of the Companies for purposes of verifying the accuracy and fairness of the presentation of the Closing Date Balance Sheets and the Seller do not reach NWC Statements. HDOC will work in good faith and consult and cooperate with the Purchaser and the Purchaser’s Auditors in (i) the preparation of the Closing Date Balance Sheets and the NWC Statements and determination of Closing Working Capital for each of the Companies, in each case, with a view to avoiding the use of the dispute resolution provisions set forth below and (ii) the resolution of all objections set forth any dispute in connection therewith pursuant to Section 2.6(c). (c) The values or amounts for each item reflected on each of the Buyer's statement Closing Date Balance Sheets and the NWC Statements and the Closing Working Capital for each of objections the Companies reflected thereon will be binding upon the Purchaser, unless the Purchaser gives written notice, within 30 days after delivery receipt of the Closing Date Balance Sheets and NWC Statements, to HDOC of the Purchaser’s disagreement with any of the values or amounts shown on the Closing Date Balance Sheets or the NWC Statements or the Closing Working Capital for any of the Companies reflected thereon, specifying as to each such item in reasonable detail, the nature and extent of such statement of objections, any remaining disagreements shall be referred to disagreement (the chief financial officers of Rolls-Royce plc “Dispute Notice”). If the Purchaser and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, HDOC are unable to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, such disagreement within 10 30 days after the date of the engagement of Dispute Notice, the disagreement will be submitted for resolution to the Independent Accountant (as evidenced by which will resolve the date of matters still in dispute and adjust the engagement agreement), a copy of Closing Date Balance Sheets and the Draft Statement of NWC Statements and the Closing Working Capital for the applicable Companies to reflect such resolution. The Independent Accountant will make a determination in writing as soon as practicable and Fixed Assets, a copy of the statement of objections delivered by the Buyer to the Sellerin any event within 30 days after its engagement, and such determination will be final and binding on the Parties. If as a statement setting forth result of the resolution of any objections agreed to disputes by agreement of the Parties or by the Buyer Independent Accountant pursuant to this Section 2.6, any amount shown in any Closing Date Balance Sheet or any NWC Statement is determined to be erroneous, such erroneous amount will be deleted from such Closing Date Balance Sheet and such NWC Statement and the Seller and by the senior officers designated correct amount will be inserted in or pursuant to Section 1.6(a)(ii)(B). Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either partylieu thereof. (5d) Within 90 days after The fees and disbursements of the date of its engagement hereunder, the Accountant shall determine whether the objections raised Purchaser’s Auditors will be paid by the Buyer are appropriate Purchaser. The fees and shall issue a ruling that shall include a balance sheet, comprised disbursements of HDOC and its accountants incurred in the preparation of the Draft Statement Closing Date Balance Sheets and the NWC Statements will be borne solely by HDOC. The fees and disbursements of Working Capital and Fixed Assets as adjusted pursuant to any resolutions to objections agreed upon the Independent Accountant will be borne equally by the Buyer Purchaser, on the one hand, and HDOC, on the Seller and pursuant to the Accountant's resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheetother hand. (6e) The resolution by Immediately upon the Accountant expiration of the Unresolved Objections shall be conclusive and binding 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in resolution of disputes, if any, pursuant to this Section 1.6(a) for resolving disputes with respect to 2.6, the Draft Statement of Working Capital and Fixed Assets shall be Base Wholesale Purchase Price or the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation in court to enforce the ruling of the Accountant. (7) The Buyer and the Seller shall share the fees and expenses of the Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance SheetBase J&P Purchase Price, as follows: applicable, will be adjusted as follows (1) as so adjusted, as the Buyer shall be responsible for an amount equal to the total amount of such fees and expenses multiplied by a fractioncase may be, the numerator of which is “Adjusted Wholesale Purchase Price” or the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Closing Balance Sheet, the "Initial Sale “Adjusted J&P Purchase Price" shall be determined as follows:”): (i) If the Final Wholesale Working Capital is less than the Target Wholesale Working Capital such deficiency and the aggregate amount of Indebtedness, if the Book Value as shown any, reflected on the Final Wholesale Closing Date Balance Sheet will reduce the aggregate amount of cash comprising the Base Wholesale Purchase Price, to obtain the Adjusted Wholesale Purchase Price; (ii) If the Final Wholesale Working Capital is equal to the Target Wholesale Working Capital, then the aggregate amount of Indebtedness, if any, reflected on the Final Wholesale Closing Date Balance Sheet will reduce the aggregate amount of cash comprising the Base Wholesale Purchase Price, to obtain the Adjusted Wholesale Purchase Price; (iii) If the Final Wholesale Working Capital exceeds the Target Wholesale Working Capital, such excess (the “Wholesale WC Overage”) less the aggregate amount of Indebtedness, if any, reflected on the Final Wholesale Closing Date Balance Sheet will be added to the aggregate amount of cash comprising the Base Wholesale Purchase Price, to obtain the Adjusted Wholesale Purchase Price; provided, however, that if the aggregate amount of Indebtedness reflected on the Final Wholesale Closing Date Balance Sheet exceeds the Wholesale WC Overage, such excess will reduce the aggregate amount of cash comprising the Base Wholesale Purchase Price, to obtain the Adjusted Wholesale Purchase Price; (iv) If the Final J&P Working Capital is less than Estimated the Target J&P Working Capital, such deficiency and the aggregate amount of Indebtedness, if any, reflected on the Final J&P Closing Book ValueDate Balance Sheet will reduce the aggregate amount of cash comprising the Base J&P Purchase Price, to obtain the Initial Sale Price shall be decreased by such differenceAdjusted J&P Purchase Price; (v) If the Final J&P Working Capital is equal to the Target J&P Working Capital, then the aggregate amount of Indebtedness, if any, reflected on the Final J&P Closing Date Balance Sheet will reduce the aggregate amount of cash comprising the Base J&P Purchase Price, to obtain the Adjusted J&P Purchase Price; and (iivi) If the Final J&P Working Capital exceeds the Target Working Capital, such excess (the “J&P WC Overage”) less the aggregate amount of Indebtedness, if the Book Value as shown any, reflected on the Final J&P Closing Date Balance Sheet will be added to the aggregate amount of cash comprising the Base J&P Purchase Price to obtain the Adjusted J&P Purchase Price; provided, however, that if the aggregate amount of Indebtedness reflected on the Final J&P Closing Date Balance Sheet exceeds the Estimated Closing Book ValueJ&P WC Overage, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to will reduce the aggregate amount of cash comprising the Base J&P Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, to obtain the Buyer shall make a cash payment to the Seller by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Adjusted J&P Purchase Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) per annum calculated from and including the Closing Date to, but not including, the date of payment.