Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within thirty (30) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. (a) Within thirty The parties acknowledge that the stated Purchase Price has been determined based on an assumption that the portfolio of Containers being purchased hereunder consists of (i) a certain number of 20-foot and 40-foot dry van containers and 40-foot high cube containers shown on Exhibit “A” hereto, comprising (as of September 18, 2006) 20,910.7 Container Equivalent Units (“CEUs”) assigned an allocated unit price as set forth on Exhibit “A”, and (ii) 423 refrigerated containers assigned allocated unit price as set forth on Exhibit “A”. Such assumption is based upon a report prepared by Cronos prior to Closing as to container inventory as of September 18, 2006, and will be updated prior to Closing with the report from Cronos on or about September 30, 2006 (referred to in Section 3.01 above). If the actual number of Containers of any type sold by Seller to Buyer differs from the number and type of Containers listed on Exhibit “A” hereto (as updated at Closing by the September 30 report), then and in such event Seller or Buyer, as the case may be, shall either (i) days after in case the Closing Dateactual number is lower, Seller shall prepare and deliver refund the per unit amount of any overpayment of the Purchase Price to Buyer a statement within five (the “Net Assets Statement”5) setting forth (i) the sum business days after Buyer and/or Seller becomes aware of the Accounts Receivable (net of reserves)shortfall, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus or (ii) in case the sum actual number is higher, Buyer shall pay the additional purchase price per Container as applicable pursuant to Exhibit “A” also within five (5) business days after Buyer and/or Seller becomes aware of the Accounts Payableoverage. Upon the return of any overpayment or payment of any shortfall, reserve as called for Warranty Expensesherein, and accounts payable and accrued expenses of Iteris GmbHSeller or Buyer, in each as the case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement may be, shall be prepared, entitled to all casualty payments and the Closing Net Assets sale proceeds attributable to any casualty loss or sale of a Container reported as part of a shortfall or overage hereunder. A party shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value deemed aware of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on shortfall or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth overage in the Net Assets Objection within sixty (60number of Containers actually purchased hereunder when Cronos provides notice(s) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.thereof

Purchase Price Adjustment. (a) Within thirty (30) 30 days after the Closing DateClosing, Seller shall prepare obtain from MPC and deliver to Buyer Purchaser a statement (the “Net Assets each, an "Adjustment Statement”") setting forth which reflects (i) the sum net book value, as reflected on the books of Seller as of the Accounts Receivable Closing of all fuel inventory (net of reservesFERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the PSE Colstrip Interests (the "Inventory Adjustment Amount"), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of Maintenance and Capital Expenditures Amount applicable to the Accounts Payable, reserve PSE Colstrip Interests. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by MPC within five days prior to the Closing consistent with MPC's current inventory procedures (“Closing Net Assets”the "Inventory Survey"). The Net Assets Seller will request that MPC permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be preparedprepared using the same generally accepted accounting principles, policies and methods as MPC, has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller and MPC in connection with the preparation of each Adjustment Statement and related information, and the Closing Net Assets shall provide to Seller and MPC such books, records and information as may be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted reasonably requested from Buyer’s and Seller’s books and records time to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)time. (b) If Buyer reasonably believes Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller and MPC in writing of the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Proceduresdisputed amount, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor of such dispute, within ten (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance 10) Business Days of Purchaser's receipt of the Net Assets Statement as the Final Net Assets applicable Adjustment Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties parties. If Purchaser and Seller are unable to resolve an Objection reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the sixty-day periodamounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall follow the arbitration procedures set forth in Section 3.3be shared equally by Purchaser and Seller. (c) As used hereinWithin ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the term “Final Net Assets final determination of any amounts on such Adjustment Statement” means , Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero then within five (i5) Business Days after the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all interest for the period commencing on the date of the disputed items are resolved by mutual agreement Closing through the date of payment, calculated at the prime rate for domestic banks as published in the Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of the PartiesClosing, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorin immediately available United States funds.

Purchase Price Adjustment. (a) Within thirty (30) 30 days after the Closing DateClosing, Seller shall prepare and deliver to Buyer Purchaser a statement (the “Net Assets each, an "Adjustment Statement”") setting forth which reflects (i) the sum net book value, as reflected on the books of Seller as of the Accounts Receivable Closing of all fuel inventory (net of reservesFERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of Maintenance and Capital Expenditures Amount applicable to the Accounts PayableThermal Units or the Hydro Units, reserve as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (“Closing Net Assets”the "Inventory Survey"). The Net Assets Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be preparedprepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and the Closing Net Assets shall provide to Seller such books, records and information as may be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted reasonably requested from Buyer’s and Seller’s books and records time to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)time. (b) If Buyer reasonably believes Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Proceduresdisputed amount, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor of such dispute, within ten (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance 10) Business Days of Purchaser's receipt of the Net Assets Statement as the Final Net Assets applicable Adjustment Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties parties. If Purchaser and Seller are unable to resolve an Objection reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the sixty-day periodamounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall follow the arbitration procedures set forth in Section 3.3be shared equally by Purchaser and Seller. (c) As used hereinWithin ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the term “Final Net Assets final determination of any amounts on such Adjustment Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of , Purchaser shall pay to Seller an amount equal to the disputed items are resolved Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by mutual agreement which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the Partiesdate of payment, calculated at the Net Assets Statementprime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorin immediately available United States funds.

Purchase Price Adjustment. (a) Within thirty ninety (3090) days after the Closing Date, Seller shall prepare and deliver to Buyer Purchaser a statement (the “Net Assets Statement”) ), setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Net Cash as of the close of business on the Closing Date (the “Closing Net AssetsCash”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, ) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the agreed procedures and accounting practices set forth on Schedule 3.2(a) (Statement, Seller shall have the “Agreed Procedures”) and right, but not the net book value obligation, to conduct, at Seller’s expense, an audit of the Inventory and Iteris GmbH inventory shall be computed based upon balance sheet of the quantities of Inventory and Iteris GmbH inventory on hand Company as of the Closing Date as determined through a physical inventory conducted by in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller on or before must deliver the fifth day following Statement to Purchaser. After the Closing Date, the results of which shall be adjusted from Buyer’s and at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration Company for such purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than Within thirty (30) days after receipt of the date on which Statement, Purchaser shall deliver to Seller delivered a written statement describing its objections, if any, to the Net Assets Statement to Buyer, which notice shall specify (the nature “Statement of each dispute and the basis therefor (a “Net Assets ObjectionObjections”). Failure by Buyer to If Purchaser does not deliver a Net Assets Objection Statement of Objections to Seller within the such thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall follow be resolved by Ernst & Young LLP (the arbitration procedures “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 3.32.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) As used herein, Upon the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection becoming final and binding in accordance with Section 3.2(b2.04(b); , the Initial Purchase Price shall be increased by fifty percent (ii50%) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved amount by mutual agreement which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the Partiesamount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Assets StatementCash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorcase may be.

Purchase Price Adjustment. (a) Within thirty (30) As promptly as practicable, but not later than 60 days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of Closing Date Balance Sheet audited by the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) Purchaser Accountants and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) a report (the “Agreed Procedures”"Net Asset Value Report") and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as setting forth a calculation of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing DateNet Asset Value. Purchaser shall, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access cause the Purchaser Accountants to, make available to Seller and the Seller Accountants all books and records of the Company and each Company Subsidiary and all work papers used in connection with the preparation and audit of the Closing Date Balance Sheet or the preparation of the Net Asset Value Report. The Closing Date Balance Sheet and the Net Asset Value Report delivered pursuant to this Section 2.3 shall not be binding on Seller if Seller timely exercises its right to dispute the same pursuant to the procedures set forth in this Section 2.3. If Seller does not exercise such right with respect to the Inventory. For illustration purposesClosing Date Balance Sheet or the Net Asset Value Report on a timely basis under this Section 2.3, a Net Assets Statement then Seller shall be deemed to have accepted the same as of June 30, 2011 is included in Schedule 3.2(a)delivered pursuant to this Section 2.3. (b) If Buyer reasonably believes that Seller disputes any item in the Net Assets Statement contains errors or has not been prepared in accordance with Asset Value Report, then Seller shall, within 30 days after the Agreed Proceduresdelivery of the Closing Date Balance Sheet and Net Asset Value Report, Buyer may deliver to Seller a give Purchaser written notice of objection such dispute (an "Accounting Dispute Notice") setting forth in reasonable detail each of the items in dispute. If no later than thirty (Accounting Dispute Notice is given to Purchaser within such 30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of period, the Closing Date Net Assets Statement Asset Value as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryAsset Value Report shall be deemed to be final and binding upon all the parties hereto. In the event that the Parties are unable an Accounting Dispute Notice is given to resolve an Objection Purchaser within the sixtysuch 30-day period, Seller and Purchaser shall attempt to resolve in good faith and by mutual agreement the items in dispute within 15 days after the delivery of such Accounting Dispute Notice to Purchaser. Failing agreement on all items in dispute within such 15-day resolution period, Purchaser and Seller shall submit such items in dispute for resolution to the Designated Accounting Firm. The Designated Accounting Firm shall be instructed to resolve such disputed items, based solely on written presentations by Purchaser and Seller and not by independent review, and to deliver a written report to the parties hereto upon such disputed items (the "DAF Report") in accordance with Section 11.3, all within 15 days after the submission of such disputed items to it. The DAF Report shall follow be (i) within the arbitration procedures range of proposals established for such dispute by Purchaser and Seller and (ii) deemed to be an agreement between Seller and purchaser with respect to the issues in dispute, and upon the delivery of the DAF Report to Purchaser and Seller, the Closing Date Net Asset Value as set forth in Section 3.3the DAF Report shall be deemed to be final, conclusive and binding upon all the parties hereto. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection The fees and all expenses of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and Designated Accounting Firm incurred in connection with the resolution of all other disputes a dispute pursuant to Section 2.3(b) shall be borne equally by Purchaser and Seller. (d) If the Closing Date Net Asset Value (as deemed to be final and binding pursuant to Section 2.3(b)) is less than the Target Net Asset Value, then the principal amount payable under the Promissory Note shall be reduced by the Arbitrator.amount by which the

Purchase Price Adjustment. (a) Within thirty (30) days after As an adjustment to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth Initial Purchase Price, (i) if the sum of Settlement Amount is greater than zero, the Accounts Receivable Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (net of reservesc) or (e), Business-related prepaidsas the case may be, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus this Section 3.01; or (ii) if the sum of Settlement Amount is less than zero, the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of Seller shall pay to the close of business on Purchaser the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book absolute value of such Settlement Amount in the Inventory and Iteris GmbH inventory shall be computed based upon manner provided in clause (d) or (e), as the quantities case may be, of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)this Section 3.01. (b) If Buyer reasonably believes that Payment of the Net Assets Statement contains errors Settlement Amount shall be in cash or has not been prepared in accordance with validly issued shares of Common Stock (“Payment Shares”), as the Agreed ProceduresPurchaser shall elect, Buyer may deliver to Seller a written notice of objection which binding election shall be made no later than thirty (30) days after the date on which second Business Day following the Valuation Completion Date and communicated to the Seller delivered in writing; provided that if the Net Assets Statement Purchaser fails to Buyermake such an election in the manner contemplated hereunder, which notice the Purchaser shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance have elected settlement in cash; and provided further that the Purchaser shall not have the right to elect delivery of the Net Assets Statement Settlement Amount or receipt of the absolute value of the Settlement Amount in Payment Shares pursuant to this Section 3.01 if: (i) the representations and warranties made by the Purchaser to the Seller in Section 5.01 are not true and correct in all material respects as of the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth date the Purchaser makes such election; or (ii) in the Net Assets Objection within sixty (60) days after its delivery. In event the event that Settlement Amount shall be payable by the Parties are unable Purchaser to resolve an Objection within the sixty-day periodSeller, the parties shall follow Purchaser has taken any action that would make unavailable either (A) the arbitration procedures exemption set forth in Section 3.34(2) of the Securities Act for the sale of any Payment Shares by the Purchaser to the Seller or (B) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s making an election to receive or to deliver Payment Shares pursuant to this Section 3.01(b), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) As used hereinSubject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the term “Final Net Assets Statement” means Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Settlement Amount, in the manner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a number of Payment Shares equal to the quotient of (A) such Settlement Amount divided by (B) the Private Placement Price (determined in accordance with the Private Placement Procedures contained in Annex A hereto). (d) Subject to Section 3.01(b), if the absolute value of the Settlement Amount shall be payable by the Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Settlement Amount in Payment Shares, then (i) the Net Assets Statement if Buyer does Seller shall, beginning on the first Trading Day following the later of (A) the Valuation Completion Date or (B) the date that Purchaser communicates its election to the Seller, continuing on each succeeding Trading Day and ending on the Trading Day when the Seller shall have satisfied its obligations under this clause (d) (the “Seller Payment Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Common Stock with an aggregate value equal to such Settlement Amount (which value shall, for each such share, be deemed to equal (x) 10b-18 VWAP on the Trading Day on which such share was purchased by the Seller plus (y) the Settlement Commission and which for the avoidance of doubt shall not deliver a Net Assets Objection in accordance with Section 3.2(b); be determined on the basis of the Seller’s actual purchase price) and (ii) if Buyer timely gives a Net Assets Objection and all the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the disputed items are resolved Settlement Amount or to pay the Settlement Amount in cash, then payment of such Settlement Amount shall be made by mutual agreement wire transfer of immediately available U.S. dollar funds on the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the ArbitratorSettlement Date.

Purchase Price Adjustment. If the Buyer and the Sellers are unable to mutually agree on the Estimated Purchase Price pursuant to Section 2.1(c), then within ten (10) days following the Closing Date the Buyer shall provide the Sellers Representative written notice of the components of the Purchase Price to which the Buyer objects and its proposed calculation of such components (the “Objection Notice”); provided, however, that (a) Within the Buyer shall only be entitled to object to any component of the Purchase Price to the extent it objected to such component pursuant to Section 2.1(c). For purposes of clarity, the Parties acknowledge and agree that the Buyer shall not be permitted to object to (i) the Purchase Price unless the Buyer objected to the Purchase Price prior to the Closing pursuant to Section 2.1(c) and (ii) any component of the Purchase Price (A) that the Buyer did not object to prior to the Closing pursuant to Section 2.1(c) or (B) to which the Buyer and the Sellers reached an agreement pursuant to Section 2.1(c). The Buyer and the Sellers shall be deemed to have agreed upon all items and amounts that are not disputed by the Buyer in the Objection Notice. The Parties shall use reasonable efforts to resolve in good faith during the thirty (30) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum following delivery of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each Objection Notice any dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth properly asserted in the Net Assets Objection within sixty (60) days after its deliveryNotice. In the event that If the Parties are unable to resolve any disputed items within thirty (30) days following delivery of the Objection Notice, the disagreement may be submitted for resolution to a firm of independent accountants of national standing to which the Buyer and the Sellers agree (the “Independent Accountants”), which firm shall make a final and binding determination as to only those components of the Purchase Price in dispute with respect to this Section 2.5 on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among the Parties. The costs and expenses of the Independent Accountants shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Independent Accountants. If the Buyer does not provide an Objection Notice within the sixty-day period, time period and in the parties shall follow the arbitration procedures manner set forth in this Section 3.3. (c) As used herein2.5, the term “Final Net Assets Statement” means (i) Estimated Purchase Price Purchase Price set forth in the Net Assets Estimated Purchase Price Statement if shall be final and binding on the Parties for all purposes hereunder. If the Purchase Price paid by the Buyer does not deliver a Net Assets Objection in accordance with pursuant to Section 3.2(b2.3(a)(i); (ii) if Buyer timely gives a Net Assets Objection and all , exceeds the Purchase Price that would have been paid had the amounts of the disputed items are resolved components determined by mutual agreement the Independent Accountants been used to determine the Purchase Price, the Sellers shall (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Buyer to the Sellers concurrently with the delivery of the PartiesObjection Notice) pay the Buyer, the Net Assets Statement, as amended, if necessary, an amount equal to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorexcess.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (a60) Within thirty (30) calendar days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum a consolidated balance sheet of Sellers as of the Accounts Receivable (net of reserves)Closing Date, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum a consolidating balance sheet of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Sellers as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be preparedDate, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a(iii) (the “Agreed Procedures”) and the net book value a balance sheet of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand each Seller as of the Closing Date as determined through a physical inventory conducted by Seller on or before (the fifth day following "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing DateBalance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the results of which only adjustments to accounting reserves and accruals reflected therein shall be adjusted from Buyer’s and Seller’s books and records those made to reflect changes in such reserves and accruals between the Inventory date of the Interim Balance Sheet and Iteris GmbH inventory as the date of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryBalance Sheet. In the event that of a dispute between the Parties are unable to resolve an Objection parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the sixty-day periodparties has notified the other party thereof, the parties shall follow together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the arbitration procedures two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.3. 3.01(b). Such independent determination shall (cin the absence of fraud, bad faith, undue influence, or the like, or manifest error) As used hereinbe final and binding on all of the parties hereto. All fees, the term “Final Net Assets Statement” means costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); completion of mutually agreed upon Closing Balance Sheets or (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the Parties and case may be, the resolution of all other disputes following Purchase Price Adjustment shall be paid by the Arbitrator.parties:

Purchase Price Adjustment. (a) Within thirty (30) days after 1.2.1 At the Closing DateClosing, Seller Shareholders shall prepare and deliver to Buyer DoveBid a statement (the “Net Assets Statement”) setting forth (i) the sum balance sheet of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Company as of the close latest practicable date prior to the Closing Date but in any event dated as of a date no earlier than five (5) business on days prior to the Closing Date (“the "Closing Net Assets”Balance Sheet") prepared in accordance with United States generally accepted accounting principles ("GAAP"), together with a list indicating all accrued expenses and liabilities of the Company as of the same date, as determined in accordance with GAAP (the "Closing Liabilities Schedule"). The Net Assets Statement shall be prepared, Closing Balance Sheet and the Closing Net Assets Liabilities Schedule shall reflect an accrued liability of NLG 45,000 (the "Litigation Accrual") with respect to legal fees and expenses to be calculated, incurred by the Company in accordance connection with the agreed procedures and accounting practices set forth on Schedule 3.2(aOutstanding Litigation (as defined in Section 8.2). Within fourteen (14) (the “Agreed Procedures”) and the net book value days of the Inventory and Iteris GmbH inventory Closing, Shareholders shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records deliver to reflect the Inventory and Iteris GmbH inventory DoveBid an audited balance sheet as of the Closing Date. Buyer or its representatives shall have , together with a list indicating all accrued expenses and liabilities of the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement Company as of June 30the Closing Date, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been each case prepared in accordance with GAAP (the Agreed Procedures, Buyer may deliver to Seller a written notice "Post-Closing Financial Statements"). 1.2.2 In the event that the aggregate book value of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance stockholders' equity of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt Company, determined in good faith to reach agreement resolving all disputes accordance with GAAP, set forth in on the Net Assets Objection within sixty Closing Balance Sheet (60such amount, the "Closing Stockholders' Equity") days after its deliveryis less than the amount of NLG 355,000, the Closing Payment shall be reduced by one Dutch Guilder for each Dutch Guilder that Closing Stockholders' Equity is less than the amount of NLG 355,000. In the event that the Parties are unable to resolve an Objection within amount of cash of the sixty-day periodCompany, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection determined in accordance with Section 3.2(b); GAAP, set forth on the Closing Balance Sheet (iisuch amount, the "Closing Cash") is less than the amount of NLG 280,000, the Closing Payment shall be reduced by one Dutch Guilder for each Dutch Guilder that the Closing Cash is less than the amount of NLG 280,000, provided that if Buyer timely gives Closing -------- ---- Stockholders' Equity is less than the amount of NLG 355,000 as a Net Assets Objection and all result of the disputed items are resolved amount of Closing Cash being less than NLG 280,000 and the Closing Payment has already been reduced by mutual agreement such deficit amount as provided in the foregoing sentence, there shall be no further adjustment to the Closing Payment as a result of such lesser amount of Closing Cash. 1.2.3 In the event of any reduction in the Closing Payment as provided above, the aggregate Purchase Price shall be appropriately adjusted and such reduced or increased aggregate consideration shall constitute the "Purchase Price" for all purposes under this Agreement. 1.2.4 The account payable of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted Company to the Arbitrator for resolution, Shareholders set forth on the Net Assets Statement, as amended, if necessary, Closing Balance Sheet (up to reflect any resolution a maximum of any disputes by agreement of NLG 442,483) (the Parties and the resolution of all other disputes by the Arbitrator."Shareholders' Payable") shall be paid

Purchase Price Adjustment. (a) Within thirty sixty (3060) days after the Closing Date, Seller the Buyer shall prepare and deliver to Buyer the Seller a preliminary statement (the “Net Assets Preliminary Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves)Net Working Capital, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case determined as of the close effective time of business on the Closing Date and in accordance with GAAP (the “Closing Date Net AssetsWorking Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Assets Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be preparedfinal, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Closing Net Assets Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall be calculatedsubmit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Dateforegoing, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than within thirty (30) days after its engagement or such other period agreed upon by the date on which Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller delivered and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the Net Assets Statement to “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, which notice and each of them shall specify promptly advance to the nature Neutral Auditor, upon its request, such Party’s share of each such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the basis therefor (a “Closing Date Net Assets Objection”)Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. Failure by Buyer If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to deliver a the excess of $21,800,000 over such Closing Date Net Assets Objection within the thirty-day period will Working Capital shall be applied as an offset against, and shall be deemed to be Buyer’s acceptance a prepayment of, the outstanding principal amount of the Net Assets Statement as the Final Net Assets StatementNote. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means Any (i) increase of the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); outstanding principal amount of the Note or (ii) if Buyer timely gives a Net Assets Objection and all offset against, or deemed prepayment of, the outstanding principal amount of the disputed items are resolved by mutual agreement of the Parties, the Net Assets StatementNote, as amendedapplicable, if necessary, pursuant to reflect such resolution of all disputes; or (iii) if any disputed items are submitted this Section 3.4 will be treated by the Parties as an adjustment to the Arbitrator for resolutionPurchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the ArbitratorPurchase Price.

Purchase Price Adjustment. (a) Within thirty In the event that circumstances exist that require the parties to negotiate in good faith cooperative arrangements under Section 2.12 or potential amendments to this Agreement pursuant to Sections 8.5 and 9.5 (30) days dealing with possible subsequent transfers of Transferred Assets after the Closing Datein the event of certain injunctions) or potential amendments to the Management Agreement referred to in Section 2.15, Seller shall prepare and deliver or to Buyer a statement (negotiate in good faith equitable adjustments in the “Net Assets Statement”) setting forth (i) Purchase Price pursuant to the sum provisions of the Accounts Receivable foregoing Sections, or the provisions of Section 8.6 (net respecting the condition of reservestitle to interests in real property) (Sections 2.12, 2.15, 8.5, 8.6 and 9.5 being collectively referred to as the "Adjustment Sections"), Business-related prepaidsthen and in any of such events, Inventory (net of reserves) and Equipment such negotiations, and the cashresolution of disagreements arising therefrom, accounts receivable (net shall be conducted in accordance with the provisions of reserves)this Section 2.14. The parties shall negotiate such cooperative arrangements, prepaids, inventory (net of reserves) potential amendments and equipment of Iteris GmbH minus (ii) equitable adjustments in the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, Purchase Price in each case as of the close of business on the good faith prior to any scheduled Closing Date (“as may be extended by mutual agreement of the parties), and, in connection with an adjustment to the Purchase Price, shall also negotiate appropriate amendments to the Allocation Schedule arising therefrom, provided that any adjustment in the Purchase Price shall be consistent with the original Allocation Schedule. If the parties are unable to agree by the day prior to such scheduled Closing Net Assets”Date, then such scheduled Closing Date (and the Termination Date, if necessary) shall be extended for up to 15 business days to provide for the opportunity to resolve such disagreement pursuant to the provisions of this Section 2.14. On the day the Closing would have occurred but for the absence of agreement between the parties, each party shall designate an individual (who may not be a present or former officer, director, partner or employee of the party or of any present or former investment banker, accounting firm, law firm or attorney regularly used by the party) to mediate such disagreement, and advise the other party in writing of the identity of such individual, which advice shall be accompanied by a list of up to ten suggested neutral individuals to serve as a third mediator. The mediators originally designated by each party shall promptly confer about the selection of a third mediator from such lists, and within five business days following the originally scheduled Closing Date (or Termination Date, as the case may be), the originally designated mediators shall agree upon and (subject to availability) select the third mediator from the lists submitted by the parties or otherwise, provided that if the originally designated mediators cannot agree upon a third mediator by such date, the third mediator shall be designated by the Alternative Dispute Resolution Service of NHLA/AAHA, Inc. The three mediators so selected are herein referred to as the "Panel". Within two business days following the designation of the third mediator, each party shall submit to the Panel, in writing, its proposed cooperative arrangements, amendments to this Agreement, amendments to the Management Agreements and/or equitable adjustments in the Purchase Price in the absence of any such cooperative arrangements or amendments, except that the parties need only submit their proposed adjustments to the Purchase Price (and proposed amendments to the Allocation Schedule) in the case of disagreements about adjustments for certain acquisitions and modifications under Section 2.12(b), or imperfections of title under Section 8.6). The Net Assets Statement Such proposals shall be preparedmaterially in accordance with the last proposals made by such party to the other party during the course of the aforementioned good faith negotiations between the parties. The parties shall additionally submit such memoranda, arguments, briefs and evidence in support of their respective positions, and in accordance with such procedures, as a majority of the Closing Net Assets shall be calculatedPanel may determine. Within seven business days following the designation of the third mediator, the Panel shall, by majority vote, select the proposed cooperative arrangements, amendments or adjustments of the Purchase Price, as the case may be, proposed by one of the parties, it being agreed that the Panel may modify such proposal in any way which is not otherwise inconsistent with the terms of this Agreement. Thereafter, the parties shall, subject to the terms and conditions of this Agreement, consummate the Transactions on the basis of such selected cooperative arrangements, amendments or adjustments at a mutually agreeable time and place or places, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value provisions of the Inventory and Iteris GmbH inventory Section 2.13, which shall be computed based upon no later than the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth 15th business day following the originally scheduled Closing DateDate or such later date as the parties may agree upon. Subject to the foregoing, the results Panel may determine the issues in dispute following such procedures, consistent with the language of which this Agreement, as it deems appropriate to the circumstances and with reference to the amounts in issue. No particular procedures are intended to be imposed upon the Panel, it being the desire of the parties that any such disagreement shall be adjusted from Buyer’s resolved as expeditiously and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory inexpensively as reasonably practicable. No member of the Closing Date. Buyer or its representatives Panel shall have the right to observe the physical inventory and shall have full access to all books and records with respect any liability to the Inventory. For illustration purposesparties in connection with service on the Panel, a Net Assets Statement and the parties shall provide such indemnities to the members of the Panel as of June 30, 2011 is included in Schedule 3.2(a)they shall request. (b) If Buyer reasonably believes Notwithstanding the foregoing, or any other provisions of this Agreement, unless the parties otherwise agree, no adjustment to the Purchase Price (except in connection with an adjustment made pursuant to Section 2.15) shall be made which exceeds, individually or in the aggregate of all such adjustments, 50% of the original Purchase Price, it being agreed that if the Net Assets Statement contains errors or has conditions to consummation of the Transactions are otherwise met but for Purchase Price adjustments contemplated by the Adjustment Sections in excess of such percentage, then the conditions to consummation of the Transactions shall be deemed not to have been prepared in accordance with the Agreed Proceduresmet. In such event, Buyer may deliver shall be entitled to Seller a written notice refund of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute Execution Fee and accrued interest thereon and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will parties shall be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3have been released from their obligations under Sections 10.3 and 10. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. (ai) Within thirty (30) As soon as practicable, but in no event later than 60 days after following the Closing Date, Seller MHE shall prepare a combined and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum consolidated balance sheet of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Companies as of the Closing Date as determined through (the "Closing Balance Sheet") and a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results calculation of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory Net Assets as of the Closing DateDate based on the Closing Balance Sheet (collectively, the "Closing Financial Data"). Buyer The Closing Balance Sheet and calculation of Net Assets shall be prepared on a basis consistent with the methods, principles, practices and policies employed in the preparation and presentation of the Audited Financial Statements and in accordance with Exhibit M. (ii) During the preparation of the Closing Financial Data, and the period of any review or its dispute within the contemplation of this Section 2(d), MHE shall (A) provide Investor, HarnCo and their authorized representatives shall have the right to observe the physical inventory and shall have with full access to all books relevant books, records, work-papers and records employees of the Companies and their Subsidiaries, and (B) cooperate fully with respect Investor, HarnCo and their authorized representatives, including the provision on a timely basis of all information necessary or useful. (iii) MHE shall deliver a copy of the Closing Financial Data to Investor and HarnCo promptly after it has been prepared. After receipt of the Closing Financial Data, Investor and HarnCo shall have 30 days to review the Closing Financial Data, together with the work-papers used in the preparation thereof. Unless Investor or HarnCo delivers written notice to MHE on or prior to the Inventory30th day after their receipt of the Closing Financial Data stating that it has objections to the Closing Financial Data (and setting forth the details of its calculation of disputed items), Investor and HarnCo shall be deemed to have accepted and agreed to the Closing Financial Data. For illustration purposesIf Investor or HarnCo so notifies MHE of its objections to the Closing Financial Data, a Net Assets Statement then Investor and HarnCo shall, within 30 days (or such longer period as of June 30they may agree) following such notice (the "Resolution Period"), 2011 is included in Schedule 3.2(aattempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on all Parties (and MHE). (biv) If Buyer reasonably believes that Any amounts remaining in dispute at the Net Assets Statement contains errors or has not been prepared in accordance with conclusion of the Agreed Procedures, Buyer may deliver Resolution Period ("Unresolved Changes") shall be submitted to Seller a written notice nationally recognized independent public accounting firm jointly selected by the independent public accounting firms of objection no later than thirty HarnCo and Investor (30such firm being referred to as the "Neutral Auditors") within 10 days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance expiration of the Net Assets Statement as the Final Net Assets StatementResolution Period. The Parties agree to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall attempt be borne pro rata by HarnCo and MHE in good faith proportion to reach agreement resolving all disputes the allocation of the dollar amount of the Unresolved Changes made by the Neutral Auditors such that the prevailing party pays a lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based on the provisions of this Section 2(d), only the Unresolved Changes. The Neutral Auditors' determination of the Unresolved Changes shall be made within 45 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to HarnCo and Investor and shall be final, binding and conclusive on all Parties (and MHE). The term "Adjusted Closing Balance Sheet," as used in this Agreement, shall mean the Net Assets Objection within sixty definitive Closing Balance Sheet agreed to (60or deemed agreed to) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in by HarnCo and Investor under Section 3.3. (c2(d)(iii) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amendedor, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items Unresolved Changes are submitted to the Arbitrator for resolutionNeutral Auditors, the Net Assets Statementsuch definitive Closing Balance Sheet, as amended, if necessary, adjusted to reflect any resolution of any disputes by agreement the determination of the Parties and the resolution of all other disputes by the ArbitratorNeutral Auditors under this Section 2(d)(iv).

Purchase Price Adjustment. (a) Within thirty (30) 30 days after the Closing DateClosing, Seller the Sellers shall prepare and deliver to the Buyer a statement (the “Net Assets each, an "Adjustment Statement”") setting forth which reflects (i) the sum net book value, as reflected on the books of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Sellers as of the Closing Date of all fuel inventory (FERC account no. 151) (less, in the case of fuel inventory, any amount carried on NEP's books in respect of losses incurred by New England Energy Incorporated) and stores inventory (FERC account no. 154) used at or in connection with either the Fossil Assets or the Hydroelectric Assets, as determined through a physical inventory conducted by Seller on the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Fossil Assets or before the fifth day following Hydroelectric Assets, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing Dateis referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted within five days prior to the Closing Date consistent with current NEP inventory procedures (the "Inventory Survey"). The Sellers will permit an employee, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as or representative, of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Sellers have historically used in connection with the calculation of the items reflected on such Adjustment Statement. The Buyer agrees to cooperate with the Sellers in connection with the preparation of each Adjustment Statement and related information, and shall have full access to all books and records with respect provide to the Inventory. For illustration purposesSellers such books, a Net Assets Statement records and information as of June 30, 2011 is included in Schedule 3.2(a)may be reasonably requested from time to time. (b) If The Buyer reasonably believes may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that the Net Assets Statement contains errors or has not been prepared Buyer shall notify the Sellers in accordance with writing of the Agreed Proceduresdisputed amount, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor of such dispute, within ten (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance 10) Business Days of the Net Assets Statement as Buyer's receipt of the Final Net Assets applicable Adjustment Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that of a dispute with respect to any part of an Adjustment Amount, the Parties Buyer and the Sellers shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Buyer and the Sellers are unable to resolve an Objection reach a resolution of such differences within 30 days of receipt of the sixty-day periodBuyers' written notice of dispute to the Sellers, the Buyer and the Sellers shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall follow be allocated between the arbitration procedures set forth Buyer and the Sellers so that the Buyer's share of such fees and disbursements shall be in Section 3.3the same proportion that the aggregate amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) As used hereinWithin ten (10) Business Days after the Buyer's receipt of an Adjustment Statement, the term “Final Net Assets Buyer shall pay all undisputed amounts, or if there is a dispute with respect to any amount on such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement” means (i) , the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all shall pay to NEP on behalf of the Sellers an amount equal to the disputed items are resolved Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero then the Sellers will pay to the Buyer the amount by mutual agreement which such amount is less than zero. Any amount paid under this Section 3.2(c) shall be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the prime rate of the PartiesBank of Boston in effect on the Closing Date, the Net Assets Statement, as amended, if necessary, to reflect such resolution and in cash by federal or other wire transfer of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorimmediately available funds.

Purchase Price Adjustment. (ai) Within thirty (30) Not later than 120 days after the Closing Date, Seller Purchaser shall prepare and deliver to Buyer the Representative a statement (the “Net Assets Closing Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Working Capital as of the close Closing, the Company Debt as of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be preparedClosing, the Severance Obligations as of the Closing, and the Closing Net Assets shall be calculated, Purchase Price as adjusted by the foregoing in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value Section 1.2, together with a consolidated balance sheet of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Company as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the and all relevant backup materials, in detail reasonably acceptable to Representative. The Pre-Closing Date, the results of which Statement and such consolidated balance sheet shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with IFRS and Spanish GAAP. From the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance delivery of the Net Assets Closing Statement until such time as the Final Net Assets Statement. The Parties Closing Statement and final Purchase Price, as adjusted, shall attempt in good faith have been finally determined pursuant to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day periodthis Section 1.3, the parties Representative and his accountants (at the expense of the Stockholders) shall, upon reasonable notice and during normal business hours, be permitted to discuss with Purchaser and its accountants the Closing Statement and shall follow be provided complete and accurate copies of, and have reasonable access (including electronic access, to the arbitration procedures set forth in Section 3.3extent reasonably available) upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of Purchaser and its accountants so as to allow the Representative and his accountants to verify the accuracy of the Closing Statement. (cii) As used hereinIf the Representative disputes the Closing Statement, the term Representative shall notify Purchaser in writing (the “Final Net Assets Statement” means (iDispute Notice”) of the Net Assets amount, nature and basis of such dispute, within 30 days after delivery of the Closing Statement if Buyer does not deliver a Net Assets Objection and such disagreement shall be resolved in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or 1.4. (iii) if any disputed items are submitted Immediately upon the earlier to occur of (A) the Arbitrator expiration of the 30 day period for resolution, giving the Net Assets Statement, as amendedDispute Notice, if necessaryno such notice is given, or (B) notification by the Representative to reflect any resolution of any disputes by agreement of the Parties and Purchaser that no such notice will be given, or (C) the resolution of all other disputes disputes, if any, pursuant to Section 1.4, any adjustments to the Purchase Price shall be paid as follows: (1) if the final Purchase Price as adjusted to reflect the Working Capital, the Company Debt and the Severance Obligations set forth on the Closing Statement exceeds the Estimated Purchase Price, then Purchaser will pay such excess to the Stockholders in the proportions provided in Exhibit G or (2) if the final Purchase Price as adjusted to reflect the Working Capital, the Company Debt and the Severance Obligations set forth on the Closing Statement is less than the Estimated Purchase Price, then such amount will be released to Purchaser from the Bank Account. Following payment of the amounts contemplated by the Arbitratorimmediately preceding sentence, if any, the funds remaining in the Bank Account will be released to the Representative for delivery to the Stockholders in the proportions provided in Exhibit G and the Bank Account will be terminated.

Purchase Price Adjustment. (a) Within thirty (30) 10 days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum closing balance sheet of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Division as of the close of business on the Closing Date (“the "Closing Net Assets”Balance Sheet"). The Net Assets Statement Closing Balance Sheet shall be prepared, and fairly present the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand items listed thereon as of the Closing Date on a basis consistent with the accounting principles, practices, procedures and policies that were used in preparing the August 31, 1997 Balance Sheet, except that the Closing Balance Sheet shall reflect (i) a proper accrual under FAS 106, (ii) a corporate accrual for salaried vacation and holidays relating to Employees (as determined through hereinafter defined), and (iii) the results of a physical inventory conducted to be taken by Seller on or before the fifth day following the Closing Dateat October 31, the results of which shall be adjusted from Buyer’s 1997 consistent with its past practices, with Buyer and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right entitled to observe the such physical inventory and shall review all ledgers and supporting information for the financial statements, and have full access to all books and records with respect the cooperation of Seller's accounting personnel. Buyer shall have a period of 10 days after delivery of the Closing Balance Sheet to review it and make any objections it may have in writing to Seller. If no written objections are made by Buyer within such ten-day period, then the InventoryClosing Balance Sheet shall be final and binding on the parties hereto. For illustration purposesIf Buyer delivers written objections to Seller within such ten-day period, then the parties shall have an additional five business days within which to resolve any disputed matters. If they are unable to do so, the specific matters in dispute shall be submitted to a Net Assets Statement Big Six independent accounting firm (other than Ernst & Young L.L.P. and Price Waterhouse L.L.P.) as may be approved by Seller and Buyer, which firm shall render its opinion as to such matters as expeditiously as possible and in any event within 10 days of June 30submission. Based on such opinion, 2011 is included such independent accounting firm will then send to Seller and Buyer its determination on the specified matters in Schedule 3.2(a)dispute, which determination shall be final and binding on the parties hereto. The fees and expenses of such independent accounting firm shall be borne one-half by Seller and one-half by Buyer. (b) If Buyer reasonably believes that In the Net Assets Statement contains errors or has not been prepared in accordance with event "Total Proprietary Interest," as shown on the Agreed ProceduresClosing Balance Sheet, Buyer may deliver to is less than $23,414,502, the Purchase Price shall be reduced dollar-for-dollar by the amount by which $23,414,502 exceeds "Total Proprietary Interest," and Seller a written notice shall promptly pay the amount of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement such difference to Buyer, which notice shall specify together with interest thereon from the nature Closing Date to the date of each dispute and the basis therefor (such payment at a “Net Assets Objection”). Failure by Buyer rate per annum equal to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery8%. In the event that the Parties are unable to resolve an Objection within the sixty-day period"Total Proprietary Interest" exceeds $23,414,502, the parties Purchase Price shall follow be increased dollar-for-dollar by the arbitration procedures set forth in Section 3.3amount by which $23,414,502 is less than "Total Proprietary Interest," and Buyer shall promptly pay the amount of such difference to Seller, together with interest thereon from the Closing Date to the date of such payment at a rate per annum equal to 8%. (c) As used herein, Seller agrees to reduce the term “Final Net Assets Statement” means Purchase Price in an amount equal to (i) the Net Assets average of the accumulated benefit obligation and the projected benefit obligation, in each case determined for a continuing plan and as defined for financial statement disclosure purposes under Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); of Financial Accounting Standards No. 87 as of the Closing Date using actuarial assumptions to be mutually agreed upon by Seller and Buyer, less (ii) if Buyer timely gives a Net Assets Objection the assets to be transferred as contemplated in Section 7.2, and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or less (iii) $150,000; provided, however, that there shall be no such reduction in the Purchase Price if any disputed items are submitted to the Arbitrator for resolutionamount computed in the preceding clauses (i), the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties (ii) and the resolution of all other disputes by the Arbitrator(iii) is less than zero.

Purchase Price Adjustment. (a) Within thirty As promptly as practicable, but no later than ten (3010) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to Buyer a closing statement (the “Net Assets Closing Statement”) setting forth (i) the sum Purchaser’s calculation of the Accounts Receivable (net of reserves), Business-related prepaids, New Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) Amount (the “Agreed ProceduresClosing New Inventory Amount”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) Purchaser shall permit Seller to review all accounting records and all work papers and computations used by Purchaser in the preparation of the Closing Statement. If Buyer reasonably believes Seller disagrees with Purchaser’s calculation of any item on the Closing Statement delivered pursuant to Section 3.4(a), Seller may, within ten (10) days after delivery of the Closing Statement, deliver a notice to Purchaser stating that Seller disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Seller disagrees and the Net Assets basis therefore. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement contains errors or and the calculation of Closing New Inventory Amount for which a notice of disagreement has not been prepared in accordance with the Agreed Procedures, Buyer may deliver delivered by Seller to Seller Purchaser within such ten (10) day period. (c) If a written notice of objection no later than thirty disagreement shall be duly delivered pursuant to Section 3.4(b), Seller and Purchaser shall, during the ten (3010) days after following such delivery (the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets ObjectionReconciliation Period”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith , use their commercially reasonable efforts to reach agreement resolving all disputes set forth on the disputed items or amounts in order to determine, as may be required, the Net Assets Objection within sixty Closing New Inventory Amount. If during such period, Seller and Purchaser are unable to reach such agreement with respect to the Closing New Inventory Amount, they shall promptly thereafter cause a independent audit firm of international reputation mutually agreed upon by the Parties (60) days after its delivery. In the event that or if the Parties are unable to resolve agree upon an Objection independent audit firm within five (5) days of the sixty-day periodend of the Reconciliation Period, the parties independent audit firm of international reputation selected by the American Arbitration Association at the request of either Party (it being understood that such request by a Party shall follow preclude a later request by the arbitration procedures set other Party)) (an “Independent Auditor”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Closing New Inventory Amount (it being understood that in making such calculation, the Independent Auditor shall be functioning as an expert). Each of Seller and Purchaser agree that it shall not engage, or agree to engage the Independent Auditor to perform any services other than as the Independent Auditor pursuant hereto until the Closing New Inventory Amount has been finally determined pursuant to this Section 3.4. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter. In making such calculation, the Independent Auditor shall consider only those items or amounts in the Closing Statement and Purchaser’s calculation of Closing New Inventory Amount as to which Seller has disagreed in its notice of disagreement duly delivered pursuant to Section 3.4(b). In making its determination, the Independent Auditor shall not, as to any item, assign an amount that is higher than the highest amount or lower than the lowest amount requested by Seller or Purchaser, as applicable. The Independent Auditor shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than twenty (20) days from the date of engagement of the Independent Auditor), a report setting forth such calculation. Such report shall be final and binding upon Seller and Purchaser. The Independent Auditor shall determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in Section 3.3dispute as originally submitted to the Independent Auditor, as applicable. For example, should the items in dispute total in amount to $1,000 and the Independent Auditor awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (cd) As used hereinThe Parties shall, and shall cause their respective Representatives to, cooperate and assist in the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all preparation of the disputed items are resolved by mutual agreement Closing Statement and the calculation of the PartiesClosing New Inventory Amount and in the conduct of the review referred to in this Section 3.4, including making available, to the Net Assets Statement, as amended, if extent necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolutionbooks, the Net Assets Statementrecords, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties work papers and the resolution of all other disputes by the Arbitratorpersonnel.

Purchase Price Adjustment. (a) No less than five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Purchaser (i) a projected unaudited consolidated balance sheet of the Company and the Subsidiaries as of 12:01 AM (Pacific time) on the Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Estimated Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of the Estimated Closing Balance Sheet, of Assumed Liabilities (the “Estimated Assumed Liabilities”) and Closing Indebtedness (the items specified in the preceding clauses (i) and (ii) collectively, the “Estimated Closing Balance Sheet Documents”). The Estimated Closing Balance Sheet Documents shall be subject to Purchaser’s review. In reviewing such items, Purchaser shall have the right to review the work papers, schedules, memoranda and other documents Sellers and/or the Company prepared or reviewed in preparing the Estimated Closing Balance Sheet Documents and thereafter will have access, during normal business hours, to all relevant Books and Records, all to the extent Purchaser reasonably requires them to complete its review of the Estimated Closing Balance Sheet Documents. In the event that Purchaser does not agree with the Estimated Closing Balance Sheet Documents or any portion thereof, Sellers shall consider any comments or changes proposed by Purchaser in good faith and Sellers and Purchaser shall negotiate in good faith to resolve the disputed items; provided that, for the avoidance of doubt, none of the failure to include in the Estimated Closing Balance Sheet Documents any comments or changes proposed by Purchaser, Purchaser’s acceptance of the Estimated Closing Balance Sheet Documents, and the consummation of Closing shall constitute an acknowledgement by Purchaser of the accuracy of the Estimated Closing Balance Sheet Documents or limit or otherwise affect Purchaser’s rights and remedies under this Agreement, including Purchaser’s right to include such comments or changes in the Final Closing Balance Sheet Documents. (b) Not later than 90 days after the Closing Date, Purchaser shall deliver to the Seller Representative (i) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of 12:01 AM (Pacific time) on the Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Final Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of the Final Closing Balance Sheet, of Assumed Liabilities (the “Final Assumed Liabilities”) (the items specified in the preceding clauses (i) and (ii) collectively, the “Final Closing Balance Sheet Documents”). (c) The Final Closing Balance Sheet Documents shall be subject to the Seller Representative’s review. In reviewing such items, the Seller Representative shall have the right to review the work papers, schedules, memoranda and other documents Purchaser prepared or reviewed in preparing the Final Closing Balance Sheet Documents and thereafter will have access, during normal business hours and upon reasonable advance notice, to all relevant Books and Records, all to the extent the Seller Representative reasonably requires them to complete its review of the Final Closing Balance Sheet Documents. Within 30 days after its receipt of the Final Closing Balance Sheet Documents, the Seller Representative shall notify Purchaser whether, based on such review, it has any objections to the calculation of the Final Assumed Liabilities (an “Objection Notice”). Unless the Seller Representative delivers to Purchaser within such 30-day period an Objection Notice, the Final Assumed Liabilities shall be final and binding. (d) If the Seller Representative delivers an Objection Notice, then (i) for 20 days after Purchaser receives such Objection Notice, Purchaser and the Seller Representative shall use their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) lacking such agreement, the matter shall be referred to an independent nationally-recognized accounting firm as may be mutually agreed upon by Purchaser and the Seller Representative (the “Arbitrating Accountants”). The Arbitrating Accountants shall be directed to render a written report to the Seller Representative and Purchaser on the unresolved disputed items as soon as practicable (and in no event later than thirty (30) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum submission of the Accounts Receivable (net of reservesdispute to the Arbitrating Accountants), Business-related prepaidsto resolve only those unresolved disputed items set forth in the Objection Notice, Inventory (net not to make any determination of reserves) and Equipment a disputed amount that is outside the range of the proposed amounts submitted by Purchaser and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty ExpensesSeller Representative, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, to make any determinations solely in accordance with the agreed procedures terms and accounting practices set forth on Schedule 3.2(a) (provisions of this Agreement. If unresolved disputed items are submitted to the “Agreed Procedures”) Arbitrating Accountants, the Seller Representative and Purchaser shall each furnish to the net book value Arbitrating Accountants such work papers, schedules and other documents and information relating to the unresolved disputed items as the Arbitrating Accountants may reasonably request. The determination of the Inventory and Iteris GmbH inventory Arbitrating Accountants shall be computed based upon the quantities of Inventory final and Iteris GmbH inventory binding on hand as of the Closing Date as determined through a physical inventory conducted by Purchaser and Sellers and not subject to collateral attack for any reason other than manifest error or fraud. The Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s Representative and Seller’s books and records Purchaser each agree to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or use its representatives shall have the right respective commercially reasonable efforts to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance cooperate with the Agreed Procedures, Buyer may deliver Arbitrating Accountants and to Seller a written notice of objection cause the Arbitrating Accountants to resolve any dispute no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance submission of the Net Assets Statement as dispute to the Final Net Assets StatementArbitrating Accountants in accordance with this Agreement. The Parties Of the fees, costs and expenses of the Arbitrating Accountants, Purchaser, on the one hand, and Sellers jointly and severally, on the other hand, shall attempt in good faith bear a fraction equal to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); absolute value of the difference between the Post-Closing Adjustment that would have been payable based on the submission of such party and the Post-Closing Adjustment based on the determination of the Arbitrating Accountants divided by (ii) if Buyer timely gives a Net Assets Objection and all the absolute value of the disputed items are resolved by mutual agreement difference between the Post-Closing Adjustment that would have been payable based on the submission of Purchaser and the Post-Closing Adjustment that would have been payable based on the submission of the PartiesSeller Representative. For illustrative purposes only, should the Post-Closing Adjustment payable based on the submission of Purchaser be $80, the Net Assets StatementPost-Closing Adjustment payable based on the submission of the Seller Representative be $100 and the Post-Closing Adjustment payable based on the determination of the Arbitrating Accountants be $95, as amendedPurchase would bear 75% (($95 — $80) / ($100 - $80)) and Sellers would bear 25% (($100-$95) / ($100 - $80)) of the fees, if necessary, to reflect such resolution costs and expenses of all disputes; or the Arbitrating Accountants. (iiie) if any disputed items are submitted If the amount equal to the Arbitrator Estimated Assumed Liabilities minus the Final Assumed Liabilities as finally determined hereunder (the “Post-Closing Adjustment”) is greater than $0 (zero), then Purchaser shall pay to the Seller Representative (for resolutionthe benefit of Sellers) an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is less than $0 (zero), then the Net Assets Statement, as amended, if necessary, Seller Representative shall (on behalf of Sellers) pay to reflect any resolution of any disputes by agreement Purchaser an amount equal to the absolute value of the Parties and the resolution Post-Closing Adjustment. Each payment under this Section 2.04(e) shall be made within five Business Days after such final determination by wire transfer of all other disputes immediately available funds to a bank account specified by the Arbitratorrecipient.

Purchase Price Adjustment. (a) Not later than three Business Days before the Closing Date, the Seller shall provide the Buyers by notice with the Seller’s good-faith estimate of the Net Working Capital, based upon the accounting books and records of the Company (the “Estimated Net Working Capital”), and all underlying documentation supporting the Estimated Net Working Capital. If the Estimated Net Working Capital is greater than $0, then the Initial Purchase Price shall be increased by the amount of such excess. If the Estimated Net Working Capital is less than $0, then the Initial Purchase Price shall be decreased by the amount of such deficit. (b) Within thirty (30) 60 days after the Closing Date, Seller shall the Buyers will prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance calculation of the Net Assets Statement as Working Capital. Buyers will provide copies and otherwise make available to Seller and its representatives the Final Net Assets Statement. The Parties shall attempt work papers and back-up materials used in good faith to reach agreement resolving all disputes set forth in calculating the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3Working Capital. (c) As used hereinIf the Seller has any good faith objections to the Buyers’ calculation of the Net Working Capital, then it must deliver a detailed written statement describing its objections to the Buyers within 20 Business Days after the Buyers deliver their calculation of the Net Working Capital to the Seller. If the Seller does not object to the Buyers’ calculation of Net Working Capital (and any adjustments resulting therefrom) within such 20 Business Day period, then the Seller shall be deemed to have accepted the Buyers’ calculation thereof and any amounts due shall be paid pursuant to clause (d) below. If the Seller does object in a timely manner, the term “Final Net Assets Statement” means Parties will make a diligent, good faith effort to resolve all such objections. Any payment due pursuant to clause (id) below shall be paid upon resolution of such objections whether between the Parties or by the national accounting firm as set forth below. If the Parties do not resolve all objections to Buyers’ calculation of the Net Assets Statement if Buyer does Working Capital within 10 Business Days after the Buyers receive the Seller’s statement of objections, then the Parties will select a mutually acceptable, nationally-recognized accounting firm (which may not deliver be the regular outside accounting firms of any Party) to resolve any remaining objections. If the Buyers and the Seller do not agree upon the choice of an accounting firm, they will select a Net Assets Objection in accordance with Section 3.2(bnationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms); (ii) if Buyer timely gives a Net Assets Objection . The Buyers will collectively pay 50%, and all the Seller will pay 50%, of the costs and expenses of any accounting firm so used. The Buyers and the Seller will jointly instruct the accounting firm to compute the disputed items are resolved as soon as practicable, and the determination made by mutual agreement such accounting firm will be set forth in writing and will be conclusive and binding upon the Parties. The amount of the Parties, Net Working Capital as agreed to by the Buyers and the Seller or as determined by the accounting firm constitutes the Net Assets Statement, as amended, if necessary, to reflect such resolution Working Capital for purposes of all disputes; or clause (iiid) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorbelow.

Purchase Price Adjustment. If the Aggregate Purchase Price (a) Within thirty (30) days after the Closing Date, Seller shall prepare as finally determined pursuant to this Section 3.04 and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60Final Closing Statement) days after its delivery. In differs from the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures Estimated Aggregate Purchase Price set forth in Section 3.3.the Estimated Closing Statement, then: (c) As used herein, the term “Final Net Assets Statement” means (i) If the Net Assets Statement Aggregate Purchase Price is equal to or in excess of the Estimated Aggregate Purchase Price, (A) an aggregate amount equal to the excess of the Aggregate Purchase Price over the Estimated Aggregate Purchase Price, if Buyer does not deliver a Net Assets Objection any, shall be disbursed or caused to be disbursed by Purchaser as follows: (1) in the case of payments to Equityholders that are Eligible Holders of Company Shares, such payments shall be remitted or cause to be remitted by Purchaser by wire transfer of immediately available funds to the Paying Agent for further distribution to the applicable Equityholders in accordance with Section 3.2(btheir respective Percentage Shares and (2) in the case of payments to Optionholders, the Surviving Corporation or its Subsidiaries shall make such payments through payroll (if applicable) or by wire transfer of immediately available funds to the applicable Optionholders in accordance with their respective Percentage Shares (net of applicable withholding Taxes), and (B) Purchaser and the Equityholders’ Representative shall jointly direct the Escrow Agent within two (2) Business Days after the final determination of the Final Closing Statement to transfer the full amount of funds in the Escrow Account to (x) in the case of payments to Equityholders that are Eligible Holders of Company Shares, the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Shares and (y) in the case of payments to Optionholders, the Surviving Corporation or its designated Subsidiary for further distribution through payroll (if applicable) or by wire transfer of immediately available funds to the applicable Optionholders in accordance with their respective Percentage Shares (net of applicable withholding Taxes); or (ii) if Buyer timely gives a Net Assets Objection If the Aggregate Purchase Price is less than the Estimated Aggregate Purchase Price, Purchaser and all the Equityholders’ Representative shall jointly direct the Escrow Agent within two (2) Business Days after the final determination of the disputed items are resolved by mutual agreement Final Closing Statement to (A) transfer to Purchaser, or at Purchaser’s discretion, to the Surviving Corporation, out of the PartiesEscrow Account an aggregate amount equal to the excess of the Estimated Aggregate Purchase Price over the Aggregate Purchase Price (the “Purchaser Adjustment Amount”); provided, that, to the extent the funds in the Escrow Account are insufficient to satisfy the entire Purchaser Adjustment Amount owed to Purchaser, the Net Assets Statementamount of such shortfall shall be promptly paid to Purchaser by the Equityholders severally (on a pro rata basis in accordance with each Equityholder’s Indemnification Percentage), as amendedand not jointly, and (B) transfer the amount of funds remaining in the Escrow Account, if necessaryany, after the distribution contemplated in subsection (ii)(A) above to (x) in the case of payments to Equityholders that are Eligible Holders of Company Shares, the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Shares and (y) in the case of payments to Optionholders, the Surviving Corporation for further distribution to the applicable Optionholders through payroll (if applicable) or by wire transfer of immediately available funds in accordance with their respective Percentage Shares (net of applicable withholding Taxes). The parties shall, to reflect the extent permitted by Law, treat for tax purposes such resolution of all disputes; or (iii) if any disputed items are submitted additional payments to the Arbitrator for resolution, Equityholders pursuant to this clause (ii) or the Net Assets Statement, foregoing clause (i) as amended, if necessary, an adjustment to reflect any resolution of any disputes by agreement the purchase price of the Parties and equity interests of the resolution of all other disputes by the ArbitratorCompany.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment in accordance with the following: (a) Within If the Sellers provide a Dispute Notice within the Review Period, then the Sellers and Purchaser shall endeavor to use good faith efforts to resolve such dispute in a timely manner, and upon such resolution, the Final Closing Statement shall be prepared in accordance with the agreement of the Purchaser and the Sellers, which agreement shall be final and binding as to the Seller. If the Seller and the Purchaser are unable to resolve the disagreement within thirty (30) days after following the Closing Datedelivery of the Dispute Notice, then the Parties shall retain Mutual agreed third party or, if such Person does not accept such designation, such other international accounting firm as is mutually agreed upon by the Seller shall prepare and deliver to Buyer a statement Purchaser (the “Net Assets StatementIndependent Accountant”) setting forth (i) ), to resolve the sum disagreement and make a determination with respect thereto. The Independent Accountant will be retained under a retention letter executed by the Sellers and Purchaser that specifies that the determination of the Accounts Receivable Independent Accountant (net of reserves), Business-related prepaids, Inventory (net of reserveswhich shall constitute the Final Closing Statement) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expensesshall be made, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect written notice thereof given to the Inventory. For illustration purposesParties, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than within thirty (30) days after the date on which of the retention letter and that the determination by the Independent Accountant shall be final, binding and conclusive upon the Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”)Purchaser. Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance The scope of the Net Assets Statement as Independent Accountant’s engagement (which will not be an audit) shall be limited to the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all resolution of the disputed items are resolved by mutual agreement described in the Dispute Notice, and the preparation of the PartiesFinal Closing Statement in light of such resolution. If an Independent Accountant is engaged pursuant to this Section 3.2(b), the Net Assets Statementfees and expenses of the Independent Accountant shall be allocated to and be paid by the Purchaser, on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes determined by the ArbitratorIndependent Accountant.

Purchase Price Adjustment. (a) Schedule 1.09 of the Seller Disclosure Schedules sets forth a calculation of the net working capital and the cash and cash equivalents of the IM Business as of September 30, 2011 (the “Sample Closing Statement”), including the asset and liability line items, general ledger accounts and certain accounting principles used in such calculation, and assuming that all of such asset and liability line items and general ledger accounts that constitute Purchased Assets, Assumed Liabilities or Assumed Taxes under this Agreement or are the assets or liabilities of an IM Business Entity will be transferred to the Purchaser or its Affiliates as of the Closing Date. (b) At least five (5) Business Days prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Purchaser a closing statement (the “Closing Statement”) setting forth a good faith estimate of the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”) and the calculation of such Estimated Adjustment Amount, including estimates of the Closing Working Capital and Cash Amount. The Seller and the Purchaser shall discuss any objections of the Purchaser to the Closing Statement in good faith. Purchaser shall be entitled to review the Closing Statement and the calculation of the Estimated Adjustment Amount and any notes thereto that are used to prepare such calculations, and such calculations shall be subject to the reasonable confirmation of Purchaser that such calculations are consistent in all material respects with the Transaction Accounting Principles and the definitions in this Agreement, and so long as such calculations are consistent in all material respects with the Transaction Accounting Principles and the definitions in this Agreement, Purchaser shall not raise any objections to resulting amounts. Seller shall make available to Purchaser such information as is reasonably necessary to allow Purchaser to review and evaluate such estimates. The Closing Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement, and, to the extent not in conflict therewith, GAAP; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot appropriately be placed in line items and line item entries previously used by the Seller, but that constitute Purchased Assets, Assumed Liabilities, Assumed Taxes or the assets or liabilities of an IM Business Entity will also be included to the extent consistent with the accounting principles, practices, methodologies and policies applied in preparing the Sample Closing Statement. The principles, practices, methodologies and policies determined in accordance with the immediately preceding sentence are referred to herein as the “Transaction Accounting Principles”. (c) Within ninety (90) days after the Closing Date, the Seller shall cause to be prepared and delivered to the Purchaser a working capital statement (the “Post-Closing Statement”), setting forth the Adjustment Amount and the calculation of the Adjustment Amount, including the Closing Working Capital and Cash Amount, in each case, prepared and calculated in good faith and in the manner and on a basis consistent with the Transaction Accounting Principles. (d) Within thirty (30) days after following receipt by the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum Purchaser of the Accounts Receivable (net of reserves), BusinessPost-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing DateStatement, the results Purchaser shall deliver written notice to the Seller of which shall be adjusted from Buyer’s and Seller’s books and records to reflect any dispute the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records Purchaser has with respect to the Inventorypreparation or content of the Post-Closing Statement; provided, however, that any such disputes will be limited to the determination of the Adjustment Amount and the Purchaser may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are different than the Transaction Accounting Principles. For illustration purposesIf the Purchaser does not so notify the Seller of a dispute with respect to the Post-Closing Statement within such thirty (30)-day period, the Post-Closing Statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If the Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Purchaser advises the Seller of its objections, then the Purchaser and the Seller jointly shall engage ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Independent Accounting Firm”) to resolve such dispute. As promptly as practicable, and in any event not more than fifteen (15) days thereafter, the Purchaser and the Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of the dispute to the Independent Accounting Firm. As soon as practicable thereafter, the Purchaser and the Seller shall cause the Independent Accounting Firm to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjustment Amount. In making such calculation, the Independent Accounting Firm shall consider only those items or amounts in the Post-Closing Statement as to which the Purchaser has disagreed. Such Independent Accounting Firm shall deliver to the Purchaser and the Seller, as promptly as practicable, a Net Assets report setting forth such calculation. Such report shall be final and binding on the Purchaser and the Seller. The cost of such review and report shall be borne by the party whose calculation of the Adjustment Amount delivered pursuant to Section 1.09(c) or Section 1.09(d), as applicable, is closer in value to the Adjustment Amount as finally delivered by the Independent Accounting Firm, and otherwise equally by the Purchaser and the Seller. (e) For purposes of complying with the terms set forth in this Section 1.09, each party shall cooperate with and make available to the other parties and their respective representatives all information, records, data and working papers (including the audit findings from the IM Business Entities’ 2011 audit, when available), in each case, to the extent related to the Purchased Shares, Purchased Assets, Assumed Liabilities, Assumed Taxes, IM Business Entities or IM Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder. (f) (i) If the Adjustment Amount (as finally determined pursuant to Sections 1.09(c) and 1.09(d)) is less than the Estimated Adjustment Amount, then the Purchase Price will be adjusted downward by the amount of June 30such shortfall, 2011 and the Seller shall pay or cause to be paid an amount in cash equal to such shortfall to the Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser to the Seller. Any such payment is included in Schedule 3.2(ato be made within five (5) Business Days of the date on which the Adjustment Amount is finally determined pursuant to Sections 1.09(c) and 1.09(d). (bii) If Buyer reasonably believes that the Net Assets Statement contains errors Adjustment Amount (as finally determined pursuant to Sections 1.09(c) and 1.09(d)) is greater than the Estimated Adjustment Amount, then the Purchase Price will be adjusted upward by the amount of such excess, and the Purchaser shall pay or has not been prepared cause to be paid an amount in accordance with cash equal to such excess to the Agreed Procedures, Buyer may deliver Seller by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller a written notice to the Purchaser. Any such payment is to be made within five (5) Business Days of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement Adjustment Amount is finally determined pursuant to Buyer, which notice shall specify the nature of each dispute Sections 1.09(c) and the basis therefor (a “Net Assets Objection”1.09(d). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (a60) Within thirty (30) calendar days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum a consolidated balance sheet of Sellers as of the Accounts Receivable (net of reserves)Closing Date, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum a consolidating balance sheet of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Sellers as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be preparedDate, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a(iii) (the “Agreed Procedures”) and the net book value a balance sheet of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand each Seller as of the Closing Date as determined through a physical inventory conducted by Seller on or before (the fifth day following "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing DateBalance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include --------------- any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the results of which only adjustments to accounting reserves and accruals reflected therein shall be adjusted from Buyer’s and Seller’s books and records those made to reflect changes in such reserves and accruals between the Inventory date of the Interim Balance Sheet and Iteris GmbH inventory as the date of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryBalance Sheet. In the event that of a dispute between the Parties are unable to resolve an Objection parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the sixty-day periodparties has notified the other party thereof, the parties shall follow together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the arbitration procedures two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.3. 3.01(b). Such independent determination shall --------------- (cin the absence of fraud, bad faith, undue influence, or the like, or manifest error) As used hereinbe final and binding on all of the parties hereto. All fees, the term “Final Net Assets Statement” means costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); completion of mutually agreed upon Closing Balance Sheets or (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the Parties and case may be, the resolution of all other disputes following Purchase Price Adjustment shall be paid by the Arbitrator.parties:

Purchase Price Adjustment. (ai) Within thirty (30) 90 days after following the Closing Date, Seller Buyer shall prepare and deliver to Buyer Seller a statement (in its final and binding form, the “Net Assets Closing Statement”) setting forth Closing Net Working Capital and Closing Subsidiary Cash and the resulting final Purchase Price as calculated with reference to such amounts and, if applicable under Section 8(e), any other components thereof (i) the sum “Final Purchase Price”), which Closing Statement shall be accompanied by a certificate of Buyer that it has complied with the covenants set forth in Section 3(b)(iv). The Closing Statement shall be prepared on a consolidated basis for Seller and the Acquired Subsidiaries in accordance with GAAP Consistently Applied (except as otherwise provided in the definitions of Closing Net Working Capital and Closing Subsidiary Cash). During the 30 days immediately following Seller’s receipt of the Accounts Receivable Closing Statement and during the period of any dispute with respect to the Closing Statement, (net A) Buyer shall assist Seller and its representatives in the review of reservesthe Closing Statement and provide Seller and its representatives with full access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), Business-related prepaidsfacilities and employees of Buyer for such purpose, Inventory and, without limiting the generality of the foregoing, make available its employees (net including employees who are knowledgeable with respect to the matters set forth in the Closing Statement and employees who were involved in the preparation of reservesthe Closing Statement) to provide explanations with respect to the Closing Statement and Equipment and to assist in connection with the cash, accounts receivable matters contemplated by this Section 3(b) (net of reservesincluding any dispute relating to the Closing Statement), prepaidsand (B) cooperate fully with Seller and its representatives, inventory (net including the provision on a timely basis of reserves) and equipment all information necessary or useful in connection with the review of Iteris GmbH minus the Closing Statement. (ii) The Closing Statement shall become final and binding upon the sum parties 30 days following Seller’s receipt thereof unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the Accounts Payable, reserve for Warranty Expensesnature and amount of any disagreement so asserted, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business (B) only include disagreements based on mathematical errors or based on the Closing Date (“Closing Net Assets”Statement not being prepared in accordance with this Section 3(b). The Net Assets If a timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any and all differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller and Buyer 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 (unless otherwise agreed by Buyer and Seller) be preparedgoverned by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such 30-day period, Seller and Buyer shall submit to a “big four” accounting firm for review and resolution of any and all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement. If Buyer and Seller are unable to mutually agree upon an accounting firm, Buyer and Seller shall select by lot a “big-four” accounting firm (which shall exclude Deloitte Touche Tohmatsu, Seller’s and Buyer’s regular accounting firm). Buyer and Seller shall instruct the accounting firm ultimately agreed upon or selected by lot under this Section 3(b) (the “Accounting Firm”) to, and the Accounting Firm shall, make a final determination of the items included in the Closing Net Assets shall be calculated, Statement (to the extent such amounts are in dispute) in accordance with the agreed guidelines and procedures and accounting practices set forth on Schedule 3.2(a) (in this Agreement. Buyer and Seller will cooperate with the “Agreed Procedures”) Accounting Firm during the term of its engagement. Buyer and Seller shall instruct the Accounting Firm to not, and the net book Accounting Firm shall not, assign a value of to any item in dispute greater than the Inventory and Iteris GmbH inventory shall be computed based upon greatest value for such item assigned by Buyer, on the quantities of Inventory and Iteris GmbH inventory one hand, or Seller, on hand as of the Closing Date as determined through a physical inventory conducted other hand, or less than the smallest value for such item assigned by Seller Buyer, on the one hand, or before Seller, on the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Dateother hand. Buyer or and Seller shall also instruct the Accounting Firm to, and the Accounting Firm shall, make its representatives shall have the right to observe the physical inventory determination based solely on presentations by Buyer and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared Seller which are in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute guidelines and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the resulting Final Purchase Price shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers its final resolution in writing to Buyer and Seller (which final resolution shall be requested by the parties to be delivered not more than 45 days following submission of such disputed matters). The fees and expenses of the Accounting Firm pursuant to this Section 3.33(b) shall be borne by Seller, on the one hand, and Buyer, on the other hand, based on the ratio of the disputed amount not awarded to such party to the total amount actually disputed by the parties. For example, if the aggregate amount of the Final Purchase Price disputed by Seller is $1,000, and if Buyer contests only $500 of the amount disputed by Seller, and if the Accounting Firm ultimately resolves the dispute by finding that Seller properly disputed $300 of the $500, then the fees and expenses of the Accounting Firm will be allocated 60% (i.e., 300÷500) to Buyer and 40% (i.e., 200÷500) to Seller. (ciii) As used hereinIf the Estimated Purchase Price is less than the Final Purchase Price, Buyer shall, and if the term “Estimated Purchase Price is greater than the Final Net Assets Statement” means (i) Purchase Price, Seller shall, within five business days after the Net Assets Closing Statement if Buyer does not deliver a Net Assets Objection becomes final and binding on the parties, make payment to the other party by wire transfer in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all immediately available funds of the disputed items are resolved by mutual agreement amount of such difference, together with interest thereon at 8% per annum (the “Applicable Rate”), calculated on the basis of the Parties, number of days elapsed from the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted Closing Date to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, date of payment. Buyer’s obligation to reflect any resolution pay amounts under this Section 3(b)(iii) shall not be subject to offset or reduction by reason of any disputes by actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any agreement or document delivered in connection herewith or any right or alleged right to indemnification hereunder. (iv) Buyer agrees that following the Closing it will not take any actions with respect to its accounting books, records, policies and procedures that would obstruct or prevent the preparation of the Parties and the resolution of all other disputes by the ArbitratorClosing Statement as provided in this Section 3(b).

Purchase Price Adjustment. (a) 4.3.1. Within thirty (30) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which Purchaser shall be adjusted from Buyer’s prepare and Seller’s books and records deliver to reflect the Inventory and Iteris GmbH inventory as Seller the following preliminary statements (the “Preliminary Statements”), together with reasonable supporting documentation: (A) a statement of the Closing DateNWC (the “Preliminary Closing NWC”) and (B) a statement of the Closing Indebtedness (the “Preliminary Closing Indebtedness”). Buyer or its representatives The Preliminary Statements shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been be prepared in accordance with BR GAAP and the Agreed Procedures, Buyer may deliver to definitions of Closing NWC and Closing Indebtedness contained herein. 4.3.2. The Seller a written notice of objection no later than thirty shall have fifteen (3015) days after following delivery to the date on which Seller delivered of the Net Assets Statement Preliminary Statements to Buyerreview the Preliminary Statements, which and to notify the Purchaser if it believes that (A) any of the Preliminary Statements contain mathematical or other errors or (B) the calculation of Closing NWC or Closing Indebtedness therein was not in accordance with the definition(s) thereof contained herein, and, in each case, Seller’s notice shall specify the nature reasons therefor in reasonable detail. If the Seller fails to properly notify the Purchaser of each any such dispute with respect to any or all Preliminary Statements within such fifteen (15) day period, such Preliminary Statements and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will amounts reflected therein shall be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryfinal. In the event that the Parties Seller shall so notify the Purchaser of any dispute, the Seller and the Purchaser shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to such Preliminary Statements and the amounts reflected therein shall be made in accordance with the agreement of the Purchaser and the Seller. 4.3.3. If the Purchaser and the Seller are unable to resolve any such dispute within thirty (30) days (or such longer period as the Purchaser and the Seller shall mutually agree in writing) of the Seller’s delivery of such notice, such dispute shall be resolved by an Objection independent internationally recognized accounting firm mutually selected by the Parties (the “Independent Accounting Firm”), and such determination shall be final and binding on the Parties. The Seller and the Purchaser will each bear fifty percent (50%) of the costs of the Independent Accounting Firm’s services. The Independent Accounting Firm shall be instructed to use every reasonable commercial effort to perform its services within thirty (30) days of submission of the sixty-day periodapplicable Preliminary Statement(s) to it and, in any case, as promptly as practicable after such submission. The Independent Accounting Firm shall (A) act as an expert in accounting, and not as an arbitrator, to resolve only the parties shall follow specific items in dispute by the arbitration procedures set forth in Section 3.3. Parties, (cB) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection render its determination in accordance with this Agreement and otherwise in accordance with BR GAAP, (C) determine any adjustment to the Base Purchase Price for each disputed item within the range of values assigned to each such disputed item in the Preliminary Statements and the Seller’s notice delivered pursuant to Section 3.2(b); 4.3.2, respectively, and (iiD) if Buyer timely gives render its determination with respect to the items in dispute in a Net Assets Objection written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and all of the resulting adjustment. The Parties will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may reasonably request and are resolved by mutual agreement of available to such Party (or its independent auditor) and will be afforded the Parties, opportunity to present to the Net Assets Statement, as amended, if necessary, Independent Accounting Firm any material related to reflect such resolution of all disputes; or (iii) if any the disputed items are submitted and to discuss the Arbitrator for resolution, disputed items with the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the ArbitratorIndependent Accounting Firm.

Purchase Price Adjustment. (a) Within thirty (30) days after the Closing DateOn or before February 15, Seller 2015, Purchaser shall prepare and deliver to Buyer Seller a good faith statement setting forth its calculation of the amount of Assumed Liabilities under subsections 1.2(d)(1), 1.2(d)(2) and 1.2(d)(3) in reasonable detail (the “Net Assets Assumed Liabilities Statement”) setting forth (i) that have been paid by Purchaser and accompanied by reasonable supporting documentation therefor. Seller shall cooperate fully in the sum preparation of the Accounts Receivable Assumed Liabilities Statement. In addition, Seller and its attorneys and accountants will be entitled to copies of work papers, books and records, and reasonable access to personnel (net upon prior written notice, during normal business hours in such a manner so as not to unreasonably interfere with the business of reserves), Business-related prepaids, Inventory (net of reservesPurchaser) and Equipment and reasonably required to review the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum Assumed Liabilities Statement provided by Purchaser. Unless Seller notifies Purchaser in writing within 15 days after receipt by Seller of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses Assumed Liabilities Statement of Iteris GmbH, any objections thereto (specifying in each case as of reasonable detail the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance item(s) so disputed together with the agreed procedures and accounting practices set forth on Schedule 3.2(abasis for such dispute) (the “Agreed ProceduresDispute Notification Period”) ), such Assumed Liabilities Statement shall be final and binding for all purposes (it being understood that any item not expressly disputed in writing received by Purchaser within the net book value Dispute Notification Period will become final, binding and conclusive upon the expiration of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Dispute Notification Period). If Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written gives such notice of objection no later than thirty (30including specific items that Seller disputes), then the issues in dispute will be resolved pursuant to Section 1.5(b) days after below. The “Post-Closing Adjustment” shall be an amount equal to the date dollar amount of the Assumed Liabilities on which Seller delivered the Net Assets Assumed Liabilities Statement (as finally determined pursuant to BuyerSection 1.5(b) if disputed by Seller), which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure Purchase Price shall be reduced dollar for dollar by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance dollar amount of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixtyPost-day period, the parties shall follow the arbitration procedures set forth in Section 3.3Closing Adjustment. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. As soon as practicable and in any event not later than forty-five (a) Within thirty (3045) days after the Closing Date, Seller shall the Buyer will cause the Company’s senior management or outside accountants selected by Buyer, at the expense of the Company, to prepare and deliver to the Seller and the Buyer (i) a statement (the “Net Assets NWC Statement”) setting forth (i) in reasonable detail the sum determination of the Accounts Receivable Net Working Capital of the Company as of immediately prior to the Closing based on a balance sheet as of the Closing and without giving effect to any of the transactions contemplated by this Agreement (net of reserves), Business-related prepaids, Inventory (net of reservesthe “Closing Net Working Capital”) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) a statement (the sum “ND Statement”) setting forth in reasonable detail the determination of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses Net Debt of Iteris GmbH, in each case the Company as of the close of business on immediately prior to the Closing Date (the “Closing Net AssetsDebt”). The Net Assets NWC Statement shall and ND Statement will be prepared, and the Closing Net Assets shall be calculated, prepared in accordance with GAAP and consistent with past practices. The ND Statement will be prepared based on the agreed procedures actual amount of Indebtedness. The Buyer will cause the Company to give the Seller and accounting practices set forth its authorized representatives reasonable access to all books, records, work papers, personnel, office and other facilities and property of the Company as the Seller may require in order to review the NWC Statement and the ND Statement. (f) The NWC Statement and the ND Statement will be final, conclusive and binding on Schedule 3.2(athe parties unless the Seller provides the Buyer a written notice (a “Dispute Notice”) no later than the thirtieth (30th) day after delivery of the NWC Statement and the ND Statement (the “Agreed ProceduresReview Period”) and setting forth in reasonable detail (i) any item on the net book value of ND Statement which the Inventory and Iteris GmbH inventory shall be computed based upon Seller believes has not been properly calculated, and/or (ii) any item on the quantities of Inventory and Iteris GmbH inventory on hand as of NWC Statement which the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Proceduresdefinition of Net Working Capital. Any item or amount as to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the parties. (g) If the Seller delivers a Dispute Notice to the Buyer may deliver within the 30-day period described above, the parties will use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Net Working Capital and/or the Closing Net Debt, as applicable. (h) If after fifteen (15) days following delivery of the Dispute Notice, the Buyer and the Seller a written notice of objection no later than thirty have not resolved the disputed items or amounts in order to determine the Closing Net Working Capital and/or the Closing Net Debt (30as applicable), then within ten (10) days after the date on which end of such 15-day period, either the Buyer or the Seller delivered may provide written notice to the Net Assets Statement other that it elects to Buyer, which notice shall specify submit the nature of each dispute disputed items to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or another recognized independent accounting firm chosen jointly by the Buyer and Seller (the basis therefor (a “Net Assets ObjectionReferee”). Failure Each party will then, according to a timetable selected by Buyer the Referee, submit to deliver a Net Assets Objection within the thirty-day period will be deemed Referee its position as to be Buyer’s acceptance the amount of the Closing Net Assets Statement Working Capital and/or the Closing Net Debt, as applicable. Based on the Final positions of the Buyer and the Seller, as submitted to the Referee, the Referee will then select one of the two positions as to the amount of the Closing Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Working Capital and/or Closing Net Assets Objection within sixty (60) days after its deliveryDebt. In selecting the position, the Referee will select the position that is closest to the correct amount of the Closing Net Working Capital and/or Closing Net Debt, as applicable, as determined by the Referee; provided, however, in the event that the Parties are unable to resolve an Objection within Seller disputes both the sixty-day periodClosing Net Working Capital and Closing Net Debt, the parties Referee will select the position of the party whose positions with respect to both Closing Net Working Capital and Closing Net Debt are in the aggregate closest to the Closing Net Working Capital and Closing Net Debt, as determined by the Referee. Seller shall follow pay a portion of the arbitration procedures set forth in Section 3.3. fees and expenses of the Referee equal to one hundred percent (c100%) As used hereinmultiplied by a fraction, the term “Final Net Assets Statement” means (i) numerator of which is the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all amount of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, Referee that are resolved in favor of Buyer (that being the Net Assets Statement, as amended, if necessary, difference between the Referee’s determination and the Seller’s determination) and the denominator of which is the total amount of disputed items submitted to reflect any resolution of any disputes the Referee (that being the sum total by agreement which Buyer’s determination and the Seller’s determination differ from the determination of the Parties Referee). Buyer shall pay that portion of the fees and expenses of the resolution Referee that Seller is not required to pay hereunder. Each of all other disputes by the ArbitratorBuyer and Seller agrees to use its commercially reasonable efforts to cooperate with the Referee and to cause the Referee to resolve any dispute no later than forty-five (45) days after the selection of the Referee. The decision of the Referee shall be final, conclusive and binding on the parties.

Purchase Price Adjustment. (a) Within thirty Attached as Exhibit A is the Company’s good faith estimate of the Purchase Price (30the “Estimated Purchase Price”), including each of the components thereof, based on the Company’s books and records and other information then available. (b) As promptly as practicable after the Closing, but in no event later than 75 days after the Closing Date, Seller the Purchaser shall prepare and deliver to Buyer Seller a statement (the “Net Assets Closing Statement”) setting forth (i) the sum Purchaser’s calculation of the Accounts Receivable (net of reserves)Purchase Price, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum including each of the Accounts Payable, reserve for Warranty Expensescomponents thereof, and accounts payable a balance sheet of the Company and accrued expenses of Iteris GmbH, in each case its Subsidiaries as of the close of business 12:01 a.m. prevailing Eastern Time on the Closing Date (the “Closing Net AssetsBalance Sheet”). . (c) The Net Assets Statement Closing Balance Sheet shall (i) be prepared, and the Closing Net Assets Working Capital shall be calculateddetermined, in accordance with (A) the agreed procedures and accounting practices set forth on Schedule 3.2(a) methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records including with respect to the Inventory. For illustration purposesnature of accounts, a Net Assets Statement level of reserves or level of accruals) that are specified in the calculation of the Target Working Capital as set forth on the Working Capital Schedule, (B) to the extent not inconsistent with the foregoing clause (A), the accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise (including with respect to the nature of June 30accounts, 2011 is level of reserves or level of accruals) adopted in connection with the latest balance sheet included in Schedule 3.2(athe Financial Statements, and (C) to the extent not inconsistent with the foregoing clauses (A) or (B), GAAP and, (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. (bd) If Buyer reasonably believes that The post-Closing purchase price adjustment as set forth in this Section 2.06 is not intended to permit the Net Assets Statement contains errors introduction of different accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or has not been prepared in accordance estimation methods with the Agreed Proceduresrespect to financial statements, Buyer may deliver their classification or presentation or otherwise (including with respect to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute accounts, level of reserves or level of accruals) for the Working Capital Schedule and used in determining the amount of the Target Working Capital; it being the intent of the parties hereto that the Closing Working Capital be calculated consistently with the Target Working Capital in order to allow a meaningful comparison of the Closing Working Capital to the Target Working Capital. Notwithstanding anything else in this Agreement to the contrary, (i) to the extent that the Closing Balance Sheet corrects an error or an inconsistency, or noncompliance with the accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise (including with respect to the nature of accounts, level of reserves or level of accruals) that are specified in the calculation of the Target Working Capital as set forth on the Working Capital Schedule, then either the Closing Working Capital or Target Working Capital shall be reduced or increased as a result of such error, inconsistency or noncompliance, as appropriate, to reflect such error, inconsistency or noncompliance and (ii) if the same item would be reflected differently on the Closing Balance Sheet than in the calculations of the Target Working Capital set forth on the Working Capital Schedule, the parties hereto will equitably adjust the calculation of either the Closing Working Capital or Target Working Capital so as to result in consistent treatment. (e) The Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall (i) permit Seller and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) pertaining to or used in connection with the preparation of the Closing Statement or the Closing Balance Sheet and the Purchaser’s calculation of the Purchase Price and provide Seller with copies thereof (as reasonably requested by Seller) and (ii) provide Seller and its representatives reasonable access to the Purchaser’s (including the Company’s) employees and advisors (including making their chief financial officer(s) and accountants available to respond to reasonable written or oral inquiries of Seller or its representatives). If Seller disagrees with any part of the Purchaser’s calculation of the Purchase Price as set forth on the Closing Statement or the Closing Balance Sheet, Seller shall, within sixty days after Seller’s receipt of the Closing Statement and the Closing Balance Sheet, notify the Purchaser in writing of such disagreement by setting forth Seller’s calculation of the Purchase Price, including each of the components thereof, and describing in reasonable detail the basis therefor for such disagreement (a an “Net Assets ObjectionObjection Notice”). Failure by Buyer If an Objection Notice is delivered to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of Purchaser, then the Net Assets Statement as the Final Net Assets Statement. The Parties Purchaser and Seller shall attempt negotiate in good faith to reach agreement resolving all disputes set forth in resolve their disagreements with respect to the Net Assets Objection within sixty (60) days after its deliverycomputation of the Purchase Price. In the event that the Parties Purchaser and Seller are unable to resolve an all such disagreements within thirty days after the Purchaser’s receipt of such Objection within the sixty-day periodNotice, the parties Purchaser and Seller shall follow submit such remaining disagreements to AlixPartners, LLP, or another nationally recognized accounting or consulting firm as is mutually acceptable to the arbitration Purchaser and Seller (the “Accounting Firm”). (f) The Accounting Firm shall act as an expert and not as an arbitrator, and make a final and binding determination with respect to the computation of the Purchase Price, including each of the components thereof, to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in Section 3.3this Agreement and on Exhibit C. The Purchaser and Seller shall cooperate with the Accounting Firm during the term of its engagement and shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Purchase Price, including each of the components thereof, as soon as practicable. The Accounting Firm shall consider only those items and amounts in the Purchaser’s and Seller’s respective calculations of the Purchase Price, including each of the components thereof, that are identified as being items and amounts to which the Purchaser and Seller have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Purchase Price, including each of the components thereof, shall be based solely on written materials submitted by the Purchaser and Seller (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. (cg) As used hereinThe costs and expenses of the Accounting Firm in determining the Purchase Price, including each of the term “Final Net Assets Statement” means components thereof, shall be borne by the Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if the Purchaser claims the Purchase Price is one thousand dollars ($1,000) less than the amount determined by Seller, and Seller contests only five hundred dollars ($500) of the amount claimed by the Purchaser, and if the Accounting Firm ultimately resolves the dispute by awarding the Purchaser three hundred dollars ($300) of the five hundred dollars ($500) contested, then the costs and expenses of the Accounting Firm will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to Seller, in the aggregate, and forty percent (40%) (i.e., 200 ÷ 500) to the Purchaser. Prior to the Accounting Firm’s determination of Purchase Price, (i) the Net Assets Statement Purchaser, on the one hand, and Seller, on the other hand, shall each pay fifty percent (50%) of any retainer paid to the Accounting Firm and (ii) during the engagement of the Accounting Firm, the Accounting Firm will bill fifty percent (50%) of the total charges to each of the Purchaser, on the one hand, and Seller, on the other hand. In connection with the Accounting Firm’s determination of the Purchase Price, the Accounting Firm shall also determine, pursuant to the terms of the first and second sentences of this Section 2.06(g), and taking into account all fees and expenses already paid by each of the Purchaser, on the one hand, and Seller, on the other hand, as of the date of such determination, the allocation of its fees and expenses between the Purchaser and Seller, which such determination shall be conclusive and binding upon the parties hereto. (h) Within five (5) Business Days after the Purchase Price, including each of the components thereof, is finally determined pursuant to this Section 2.06: (i) if Buyer does not deliver a Net Assets Objection the Purchase Price as finally determined pursuant to this Section 2.06 is less than the Estimated Purchase Price, then the Purchaser and Seller shall cause the Escrow Agent to: (A) pay to the Purchaser from the Purchase Price Adjustment Escrow Funds an amount (which in accordance with Section 3.2(b)no case shall exceed the amount of the Purchase Price Adjustment Escrow Funds) (the “Purchaser Adjustment Amount”) equal to such deficiency, and (B) pay to the Seller such amount (if any) by which the amount of the Purchase Price Adjustment Escrow Funds is greater than the Purchaser Adjustment Amount; and (ii) if Buyer timely gives a Net Assets Objection the Purchase Price as finally determined pursuant to this Section 2.06 is greater than the Estimated Purchase Price (the amount of such deficiency, the “Seller Adjustment Amount”), then (A) the Purchaser shall pay to Seller the Seller Adjustment Amount, and (B) the Purchaser and Seller shall cause the Escrow Agent to pay all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, Purchase Price Adjustment Escrow Funds to reflect such resolution of all disputes; or Seller. (iii) if any disputed items are submitted All payments to be made pursuant to this Section 2.06(h) shall (x) be treated by all parties for tax purposes as adjustments to the Arbitrator for resolution, Purchase Price and (y) be made by wire transfer of immediately available funds to the Net Assets Statementaccount(s) designated by the Purchaser or Seller, as amended, if necessary, to reflect any resolution of any disputes by agreement applicable. The payments described in Section 2.06(h)(i) shall be the sole and exclusive remedy of the Parties Purchaser for any and the resolution of all other disputes by the Arbitratorclaims arising under this Agreement with respect to this Section 2.06.

Purchase Price Adjustment. (ai) Within thirty (30) 60 days after the Closing Date, Seller Sellers shall prepare cause to be prepared and deliver delivered to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum consolidated balance sheet of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case PHC as of the close of business on the day immediately prior to the Closing Date (“such balance sheet, in its final and binding form, the "Closing Net Assets”Book Value Statement"). The Closing Net Assets Book Value Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed ProceduresApplicable Accounting Principles in a manner consistent with the preparation of the Initial Net Book Value Statement (without regard to any purchase accounting adjustments arising out of the consummation of the transactions contemplated hereby) and the principles set forth on Schedule 2(b) hereto (the "Adjustment Principles") which, in the event of a conflict with the Applicable Accounting Principles, shall control. The parties agree that the adjustment contemplated by this Section 2(b) is solely intended to show changes in the assets and the liabilities reflected in Net Book Value from June 29, 1996 (as reflected on the Initial Net Book Value Statement) to the close of business on the day immediately prior to the Closing and that any such change can only be measured if the Closing Net Book Value Statement is prepared using the same methodologies, practices and principles (subject to the immediately preceding sentence) as were used in connection with the preparation of the Initial Net Book Value Statement. During the preparation of the Closing Net Book Value Statement and the period of any dispute with respect thereto, Buyer may deliver shall (A) provide Sellers and Sellers' representatives with full access during normal business hours to Seller a written notice the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of objection PHC, (B) provide Sellers as promptly as practicable following the Closing Date (but in no event later than thirty (30) 15 days after the date on which Seller delivered Closing Date) with normal year-end closing financial information for PHC for the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance ending as of the Net Assets Statement as close of business on the Final Net Assets Statement. The Parties shall attempt day immediately prior to the Closing Date, and (C) cooperate fully with Sellers and Sellers' representatives, including the provision on a timely basis of all information necessary or useful in good faith to reach agreement resolving all disputes set forth in connection with the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all preparation of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.Closing Net

Purchase Price Adjustment. (a) Within thirty sixty (3060) calendar days after the Closing Date, Seller the Buyer shall prepare and deliver to Buyer the Sellers’ Representative a statement (the “Net Assets Statement”) setting forth of the Closing Working Capital and the Assumed Indebtedness, in each case prepared in accordance with the Balance Sheet Rules. The Buyer and the Sellers acknowledge that no adjustments shall be made to the Base Amount. (b) The Statement shall become final and binding upon the parties on the thirtieth (30th) day following the date on which the Statement was delivered to the Sellers’ Representative, unless the Sellers’ Representative delivers written notice of its disagreement with the Statement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include good faith disagreements based on Closing Working Capital and/or Assumed Indebtedness not being calculated in accordance with the Balance Sheet Rules. If a Notice of Disagreement is received by the Buyer in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Sellers and the Buyer on the earlier of (i) the sum of date the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment Sellers’ Representative and the cash, accounts receivable (net Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of reserves), prepaids, inventory (net of reserves) Disagreement and equipment of Iteris GmbH minus (ii) the sum date any disputed matters are finally resolved in writing by the Accounting Firm pursuant to this Section 2.3(b). During the thirty (30)-day period following the delivery of a Notice of Disagreement, the Sellers’ Representative and the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such thirty (30)-day period the Sellers’ Representative and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, the Sellers’ Representative and the Buyer shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.3(b), only such matters specified in the Notice of Disagreement that remain in dispute. The Accounting Firm shall be KPMG LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Sellers’ Representative and the Buyer in writing. The Sellers’ Representative and the Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) calendar days of the Accounts Payablereceipt of such submission. The scope of the disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Balance Sheet Rules and the Accounting Firm is not to make any other determination, reserve including any determination as to whether the Base Amount, Working Capital Estimate or the Estimated Assumed Indebtedness are correct. The Accounting Firm’s decision shall be based solely on written submissions by the Sellers’ Representative and the Buyer and their respective representatives and not by independent review and shall be final and binding on all of the parties hereto. The Accounting Firm may not assign a value greater than the greatest value for Warranty Expensessuch item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(b) shall be borne pro rata as between the Sellers, on the one hand, and accounts payable the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Sellers’ Representative and accrued expenses the Buyer, such that the prevailing party pays the lesser proportion of Iteris GmbHsuch fees, costs and expenses. (c) For the purposes of this Agreement, “Final Working Capital” means the Closing Working Capital and “Final Assumed Indebtedness” means the Assumed Indebtedness, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the finally agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as or determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.2.3

Purchase Price Adjustment. (a) After the Closing, the Purchase Price shall be adjusted as follows: (i) The Purchase Price shall be reduced by, and Seller shall pay to Buyer, the amount, if any, by which the Closing Date Net Assets (as hereinafter defined) are less than $1,600,000; or (ii) The Purchase Price shall be increased by, and Buyer shall pay to Seller, the amount, if any, by which the Closing Date Net Assets are greater than $1,600,000. Such adjustment of the Purchase Price shall be determined and paid in the manner hereafter set forth in this Section 3.3. (b) Within thirty (30) 60 days after the Closing Date, Seller shall Buyer will prepare and deliver a calculation of the Closing Date Net Assets (the "Statement of Net Assets"). The Statement of Net Assets will present the Closing Date Net Assets in sufficient detail to determine any amounts owing to Buyer a statement (or Seller under Section 3.3(a) and shall be presented in substantially the “form of Exhibit A. The Statement of Net Assets Statement”) setting forth (i) shall be prepared in a manner consistent with the sum application of those principles in the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) Interim Balance Sheet and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) shall present fairly the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Closing Date Net Assets as of the close of business date thereof; provided, however, that (A) no liabilities or reserves related to Accounts Receivable reflected on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing of Net Assets shall be calculated, in accordance with reduced or eliminated prior to the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value date of the Inventory Statement of Net Assets except by reason of payment or credit occurring in the ordinary course of the ARISB Business consistent with past practice, (B) all Excluded Liabilities and Iteris GmbH inventory Excluded Assets shall be computed based upon excluded from the quantities Statement of Inventory Net Assets, and Iteris GmbH inventory (C) no prepaid expense shall be included on hand as the Statement of Net Assets unless Buyer will actually realize the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following benefit thereof subsequent to the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. (a) 4.1 Within thirty (30) 60 days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer Sellers a statement (the “Net Assets "Statement”) "), certified by an officer of Buyer, setting forth the Net Operating Accruals (ias defined below) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“"Closing Net Assets”Operating Accruals"). During the 45-day period following Sellers' receipt of the Statement, Sellers shall be permitted to review the working papers of Buyer relating to the Statement. The Net Assets Statement shall become final and binding upon Buyer and Sellers on the 45th day following delivery thereof, unless Sellers give written notice of their disagreement with the Statement ("Notice of Disagreement") to Buyer prior to such 45th day. 4.2 Any Notice of Disagreement shall (a) specify in reasonable detail the nature of any disagreement so asserted; and (b) relate to disagreements based upon mathematical errors or based upon Closing Operating Accruals not being calculated in accordance with this Section. If a Notice of Disagreement is received by Buyer in a timely manner, then Sellers and Buyer shall undertake to resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement; or, if no such resolution can be preparedachieved between and among the parties, and then the Closing Net Assets dispute shall be calculated, submitted for resolution to an independent accounting firm (the "Accounting Firm") in accordance with the agreed procedures and accounting practices procedure set forth in Section 4.3 below. Thereafter, the Statement shall become final and binding upon Sellers and Buyer on Schedule 3.2(athe earlier of (A) the date on which the parties agree to a revised version of the Statement; or (B) the “Agreed Procedures”) date any disputed matters are finally resolved in writing by the Accounting Firm. 4.3 During the 45-day period following the delivery of a Notice of Disagreement, Sellers and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period Buyer and its auditors shall have access to Sellers' working papers (and the net book value working papers of their auditors) prepared in connection with their certification of the Inventory Notice of Disagreement. At the end of such 45-day period, Sellers and Iteris GmbH inventory Buyer shall submit to the Accounting Firm (defined immediately below) for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be computed based Deloitte & Touche LLP, or, if such firm is unable or unwilling to act, such other nationally-recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Sellers and Buyer agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted within 45 days following submission. Sellers and Buyer agree that judgment may be entered upon the quantities of Inventory and Iteris GmbH inventory on hand as determination of the Closing Date as determined through a physical inventory conducted by Seller on or before Accounting Firm in any court having jurisdiction over the fifth day following party against which such determination is to be enforced. The cost of any such resolution (including the Closing Date, fees and expenses of the results Accounting Firm and reasonable attorney fees and expenses of which the parties) pursuant to this Section shall be adjusted from borne by Buyer and Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of Sellers' independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Sellers, and the fees and disbursements of Buyer’s 's independent auditors incurred in connection with their review of the Statement and Seller’s books and records to reflect review of any Notice of Disagreement shall be borne by Buyer. 4.4 The Purchase Price shall be increased or decreased by the Inventory and Iteris GmbH inventory amount of Net Operating Accruals as of the Closing Date. Buyer or its representatives "Net Operating Accruals" shall have be calculated by fixing the right to observe the physical inventory and shall have full access to sum of all books and records with respect receivables owed to the Inventory. For illustration purposes, a Net Assets Statement Company as of June 30the Closing Date, 2011 and subtracting from that figure the sum of all liabilities or other amounts owed by the Company, including any commissions, trade payables, and short-term and long-term debt obligations; provided, however, that the receivables and payables set forth on Schedule 4.4 hereto shall be included or excluded from this calculation as set forth on such Schedule. If Net Operating Accruals is included in Schedule 3.2(aa positive number (i.e., receivables greater than payables), then the Purchase Price shall be increased by the amount of Net Operating Accruals. If Net Operating Accruals is a negative number (i.e., receivables less than payables), then the Purchase Price shall be decreased by the amount of Net Operating Accruals (the Purchase Price as so increased or decreased shall hereinafter be referred to as the "Adjusted Purchase Price"). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. (a) Within thirty The target consolidated net asset value (30the "NAV") days after of the Company and the Acquired Subsidiaries as of the Closing Date is one hundred and thirty-three million four hundred thousand Hong Kong dollars (HK$ 133,400,000) (such target NAV, the "Target NAV"). (b) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer Purchaser a statement (the “Net Assets Statement”) setting forth a reasonably detailed calculation of Seller's good faith estimate of (i) the sum NAV of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment Company and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Acquired Subsidiaries as of the Closing Date as determined through a physical inventory conducted (the "Estimated NAV"), prepared in accordance with (A) the books and records of the Company and the Acquired Subsidiaries, and (B) the accounting principles for NAV set forth in Schedule 3.3 (the "NAV Accounting Principles") and (ii) an adjustment to the Base Purchase Price (such adjustment, the "Estimated Purchase Price Adjustment", and the sum of the Base Purchase Price and the Estimated Purchase Price Adjustment being the "Estimated Purchase Price")), which may be positive or negative, equal to the Estimated NAV minus the Target NAV. The purchase price to be paid by Seller Purchaser on the Closing Date pursuant to Section 3.2 will be increased (or before decreased by such amount if negative) by the fifth day amount of the Estimated Purchase Price Adjustment. (c) Purchaser shall prepare and deliver to Seller, within ninety (90) days following the Closing Date, a statement (the results "Closing Statement") setting forth a reasonably detailed calculation of which shall be adjusted from Buyer’s (i) the NAV of the Company and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory Acquired Subsidiaries as of the Closing Date. Buyer Date (the "Final NAV"), prepared in accordance with (A) the books and records of the Company and the Acquired Subsidiaries and (B) the NAV Accounting Principles, (ii) a reasonably detailed explanation of each variance from the Estimated NAV, (iii) an aggregate adjustment to the Base Purchase Price (such adjustment, the "Final Purchase Price Adjustment", and the sum of the Base Purchase Price and the Final Purchase Price Adjustment being the "Final Purchase Price")), which may be positive or its representatives negative, equal to the Final NAV minus the Target NAV, and (iv) a true-up amount (the "True-up Amount"), which may be positive or negative, equal to the Estimated Purchase Price Adjustment minus the Final Purchase Price Adjustment. (d) Seller shall have twenty (20) days from its receipt of the right Closing Statement (the "Objection Period") to observe review the physical inventory Closing Statement. Purchaser shall grant Seller and shall have full its Affiliates and Representatives access at reasonable times and places to all books and records of the Company and the Acquired Subsidiaries that are reasonably requested by Seller in connection with respect Seller's review of the Closing Statement. Upon the expiration of the Objection Period, Seller shall be deemed to have accepted, and shall be bound by, the Closing Statement and the calculation therein of the Final Purchase Price Adjustment, unless Seller shall have informed Purchaser in writing of its disagreement with the Closing Statement prior to the Inventory. For illustration purposesexpiration of the Objection Period (the "Objection"), specifying each disputed item and setting forth in reasonable detail the basis for each such dispute (each, a Net Assets "Disputed Item"). Purchaser shall have twenty (20) days from the date on which it receives the Objection (the date on which such twenty (20) day period ends, the "Response Date") to review and respond to such Objection. If Purchaser and Seller are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, the Closing Statement and the calculation therein of the Final Purchase Price Adjustment, and, if applicable, the True-up Amount, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for purposes of June 30, 2011 is included in Schedule 3.2(a). this Agreement. If within twenty (b20) If Buyer reasonably believes that days of the Net Assets Statement contains errors or has Response Date any Disputed Items have not been prepared resolved, Seller and Purchaser shall refer such Disputed Items to an accounting expert (the "Accounting Referee"), who shall be a partner in the Hong Kong office of the accounting firm of Ernst & Young (or if unable or unwilling to accept such mandate, an independent accountant to be mutually agreed upon by Seller and Purchaser) and who shall accept its appointment within five (5) days after such referral, to make a final, non-appealable and binding determination as to such remaining Disputed Items pursuant to the terms hereof. If Purchaser and Seller cannot agree on the selection of a partner at an independent accounting firm to act as the Accounting Referee, the parties shall request the ICC to appoint such a partner (who must be an active or recently retired accounting expert with substantial experience with complex financial transactions of the type set forth in this Agreement) and such appointment shall be conclusive and binding on the parties. The Accounting Referee shall be directed to make a determination in accordance with Section 3.3(f) below of the Agreed ProceduresDisputed Items promptly, Buyer may deliver to Seller a written notice of objection but no later than thirty (30) days days, after acceptance of its appointment. Seller and Purchaser agree to use their commercially reasonable efforts to effect the date on which selection and appointment of the Accounting Referee pursuant to this Section 3.3(e), including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other terms of such engagement. Seller delivered and Purchaser shall make readily available to the Net Assets Statement to BuyerAccounting Referee all relevant books, which notice shall specify records and employees of the nature of each dispute Company and the basis therefor Acquired Subsidiaries that are reasonably requested by the Accounting Referee in connection with the Accounting Referee's review of any Disputed Items; provided that Seller, Purchaser and their respective Affiliates shall not be obligated to provide any information the disclosure of which would jeopardize any professional privilege available to such Person relating to such information or which would cause such Person to breach a confidentiality obligation to which it is bound; and provided further that Seller, Purchaser and their respective Affiliates shall use their best efforts to minimize the effects of any such limitations. (a “Net Assets Objection”). Failure by Buyer e) If Disputed Items are referred to deliver a Net Assets Objection within the thirty-day period will be deemed Accounting Referee for resolution pursuant to be Buyer’s acceptance of Section 3.3(d) above, the Net Assets Statement as Accounting Referee (i) shall determine only with respect to the Disputed Items submitted whether and to what extent, if any, the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes Purchase Price Adjustment set forth in the Net Assets Objection within sixty Closing Statement and, if applicable, the True-up Amount requires adjustment, (60ii) days after its deliveryshall utilize the NAV Accounting Principles without modification and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In Any finding by the event Accounting Referee shall be a reasoned award stating in reasonable detail the findings of fact on which it is based, shall be final, non-appealable and binding upon the parties and shall be the sole and exclusive remedy between the parties regarding the Disputed Items so presented. The fees and expenses of the Accounting Referee shall be borne by Seller and Purchaser in the same proportion that the Parties dollar amount of Disputed Items which are unable not resolved in favor of Seller or Purchaser, as applicable, bears to resolve an Objection within the sixtytotal dollar amount of Disputed Items resolved by the Accounting Referee. For illustration purposes only, (A) if the total amount of Disputed Items by Seller is $1,000, and Seller is awarded $500 by the Accounting Referee, Seller and Purchaser shall bear the Accounting Referee's fees and expenses equally; or (B) if the total amount of Disputed Items by Seller is $1,000, and Seller is awarded $250 by the Accounting Referee, Seller shall bear seventy-day periodfive percent (75%) and Purchaser shall bear twenty-five percent (25%) of the Accounting Referee's fees and expenses. Each of Seller and Purchaser shall bear the fees, the parties shall follow the arbitration procedures set forth costs and expenses of its own accountants and all of its other expenses incurred in connection with matters contemplated by this Section 3.3. (cf) As used hereinIf the True-up Amount is a positive number, then Seller shall pay to Purchaser such amount in cash. If the term “Final Net Assets Statement” means True-up Amount is a negative number, then Purchaser shall pay to Seller such amount in cash. Payment of the True-up Amount calculated pursuant to this Section 3.3 shall be made (i) if no Objection is made by Seller during the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); Period, within five (5) Business Days following the expiration of the Objection Period or (ii) if Buyer timely gives a Net Assets Seller submits an Objection and all of within the disputed items are resolved by mutual agreement of the PartiesObjection Period, the Net Assets Statement, as amended, if necessary, to reflect such within five (5) Business Days following final resolution of all disputes; Disputed Items by the parties or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement Accounting Referee. Payment of the Parties and the resolution True-up Amount shall be made by wire transfer of all other disputes immediately available funds to an account designated by the Arbitratorparties receiving such funds.

Purchase Price Adjustment. (a) Within thirty (30) 30 days after the Closing DateClosing, Seller shall prepare obtain from MPC and deliver to Buyer Purchaser a statement (the “Net Assets each, an "Adjustment Statement”") setting forth which reflects (i) the sum net book value, as reflected on the books of Seller as of the Accounts Receivable Closing of all fuel inventory (net of reservesFERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the PGE Colstrip Interests (the "Inventory Adjustment Amount"), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of Maintenance and Capital Expenditures Amount applicable to the Accounts Payable, reserve PGE Colstrip Interests. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by MPC within five days prior to the Closing consistent with MPC's current inventory procedures (“Closing Net Assets”the "Inventory Survey"). The Net Assets Seller will request that MPC permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be preparedprepared using the same generally accepted accounting principles, policies and methods as MPC has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller and MPC in connection with the preparation of each Adjustment Statement and related information, and the Closing Net Assets shall provide to Seller and MPC such books, records and information as may be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted reasonably requested from Buyer’s and Seller’s books and records time to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)time. (b) If Buyer reasonably believes Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller and MPC in writing of the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Proceduresdisputed amount, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor of such dispute, within ten (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance 10) Business Days of Purchaser's receipt of the Net Assets Statement as the Final Net Assets applicable Adjustment Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties parties. If Purchaser and Seller are unable to resolve an Objection reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the sixty-day periodamounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall follow the arbitration procedures set forth in Section 3.3be shared equally by Purchaser and Seller. (c) As used hereinWithin ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the term “Final Net Assets final determination of any amounts on such Adjustment Statement” means , Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero then within five (i5) Business Days after the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all interest for the period commencing on the date of the disputed items are resolved by mutual agreement Closing through the date of payment, calculated at the prime rate for domestic banks as published in the Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of the PartiesClosing, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorin immediately available United States funds.

Purchase Price Adjustment. (a) Within thirty (30) 2.3.1. On or before 45 days after the Closing Date, Seller Buyer shall prepare and deliver to Sellers, from the Company's books and records and from a physical inventory conducted under the supervision of Buyer a statement with the assistance of Sellers on or about the date hereof (the “Net Assets Statement”"Physical Inventory") setting forth (i) and on a basis consistent with the sum preparation of the Accounts Receivable July 31, 2000 financial information provided to Buyer by Sellers (net of reservesas set forth in Schedule 3.5.1, the "Company's July 31, 2000 Financial Statement"), Business-related prepaids, Inventory (net of reserves) and Equipment and a balance sheet for the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Company as of the close of business on November 30, 2000 (the "Closing Financial Statement"), in order to determine the Adjustment Amount (as defined in Section 2.3.3). Sellers shall review the Closing Date (“Closing Net Assets”). The Net Assets Financial Statement shall be prepared, and to determine if the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed Financial Statement has been prepared based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect of the Company and the Physical Inventory and Iteris GmbH inventory as that the numbers reflected therein are accounted for using the same method of accounting used by the Closing DateCompany to prepare the Company's July 31, 2000 Financial Statement. Buyer or its representatives Sellers shall have the right to observe assist and consult with Buyer in the physical inventory preparation of the Closing Financial Statement. 2.3.2. At Sellers' expense, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") may assist Sellers in reviewing the Closing Financial Statement. Upon reasonable notice and during reasonable business hours, Buyer shall have full allow Sellers and ▇▇▇▇▇ access to the persons involved in the preparation of the Closing Financial Statement and the Company's July 31, 2000 Financial Statement and to all books of their workpapers so as to permit Sellers and records with respect ▇▇▇▇▇ to make copies of such workpapers supporting the amounts included in the Closing Financial Statement and to reasonably review the accounting procedures, tests, methods and approaches utilized by Buyer. 2.3.3. On or before the 15th day following delivery of the Closing Financial Statement pursuant to Section 2.3.1, Sellers shall notify Buyer in writing of any objections to the Inventory. For illustration purposes, a Net Assets Closing Financial Statement (and the determination of the Adjustment Amount) as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance complying with the Agreed Proceduresrequirements of Section 2.3.1, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor specifying in reasonable detail any such objections (a “Net Assets Objection”"Dispute Notice"). Failure by Buyer to If (i) Sellers do not deliver a Net Assets Objection Dispute Notice within the thirty-day time period will be deemed specified above for delivery of a Dispute Notice (the "Notice Period"), (ii) prior to be Buyer’s acceptance the expiration of the Net Assets Statement Notice Period, Sellers indicate in writing to Buyer that Sellers relinquish their right to object to the Closing Financial Statement, or (iii) Buyer and Sellers agree on the resolution of all such objections or changes at any time subsequent to the expiration of the Notice Period, the Closing Financial Statement, with any such changes as are agreed upon, shall be final and binding on the Final Net Assets Statementparties hereto. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties If Sellers and Buyer are unable to resolve an Objection the matters addressed in any Dispute Notice, each party shall within 20 days after the sixty-day perioddelivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of ten pages or less and submit such summaries to the Houston, Texas office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or such other party as the parties may mutually select (the "Accounting Arbitrator"), together with the Dispute Notice, the Closing Financial Statement and any other documentation either party may desire to submit. The Accounting Arbitrator shall render a decision regarding such dispute in accordance with this Agreement, based on the materials described above and to the extent consistent with the Company's preparation of the July 31, 2000 Financial Statement and based upon the books and records of the Company and the Physical Inventory within 30 days of the submission of such materials. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final and binding between the parties for the purpose of determining the Adjustment Amount under this Section 2.3. Within ten days after the final determination of the Closing Financial Statement pursuant to Section 2.3.3, either Buyer or Sellers shall follow pay to the arbitration procedures set forth other party or parties, in Section 3.3. (c) As used hereinimmediately available funds, by wire transfer, an amount equal to the term “Final Net Assets Statement” means Adjustment Amount. If Sellers fail to make such payment then Buyers are authorized to apply any or all of the Escrow Amount to such payment. The "Adjustment Amount" shall mean either (i) the amount by which the Net Assets Working Capital (as defined below) set forth on the Closing Financial Statement if exceeds $359,077, in which case the amount of such excess shall be paid by Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); to Sellers or (ii) if Buyer timely gives a the amount by which $359,077 exceeds the Net Assets Objection and all Working Capital set forth on the Closing Financial Statement, in which case the amount of the disputed items are resolved such excess shall be paid by mutual agreement of the PartiesSellers to Buyer. For these purposes, the definition of "Net Assets Working Capital" shall be defined as current asset minus current liabilities set forth on the Closing Financial Statement, as amended, if necessary, finally determined pursuant to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorthis Section 2.3.3.

Purchase Price Adjustment. (i) Within 60 calendar days following the Closing, CBAI will prepare and deliver the Final Balance Sheet to the Shareholders. After delivery of the Final Balance Sheet to the Shareholders, CBAI will permit the Shareholders and a reasonable number of their representatives to have reasonable access to the books, records, and other documents (including work papers) pertaining to or used in connection with CBAI's preparation of the Final Balance Sheet, and will provide the Shareholders with copies thereof as reasonably requested by the Shareholders. If within 30 calendar days following delivery of the Final Balance Sheet to the Shareholders, none of the Shareholders has given CBAI notice of objection to the Final Balance Sheet (any such notice must set forth the objection in reasonable specificity and detail as to the nature of the objection), then KonaCo's Working Capital as reflected in the Final Balance Sheet will be used in computing the Adjustment Amount. If any of the Shareholders objects to the Final Balance Sheet within the 30-day objection period, and CBAI is unwilling to amend the Final Balance Sheet in a manner that satisfactorily resolves such objection, then, if the Shareholders and CBAI cannot through good faith negotiations resolve the issues in dispute within an additional 15 calendar day period, the issues in dispute will be submitted to ▇▇▇▇ ▇▇▇▇▇, LLP, or, if such firm is unable or unwilling for any reason to accept such engagement, a nationally or regionally recognized accounting firm reasonably acceptable to both CBAI and the Shareholders (the "Accountant") for resolution, and CBAI will bear 50% of the Accountant's fees and expenses and the Shareholders, jointly and severally, will bear 50% of the Accountant's fees and expenses. (ii) Based on the final determination of the Adjustment Amount: (a) Within thirty (30if the Merger Consideration is greater than the aggregate of payments made pursuant to Sections 3(a)(iv) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves3(a)(v), Business-related prepaids, Inventory (net of reserves) and Equipment and then CBAI will pay in cash the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) difference to the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, Shareholders pro rata in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value number of Kona Shares held by each of the Inventory Shareholders at the Effective Time; and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that if the Net Assets Statement contains errors or has not been prepared Merger Consideration is less than the aggregate of payments made pursuant to Sections 3(a)(iv) and 3(a)(v), then the Shareholders will pay in cash the difference to CBAI pro rata in accordance with the Agreed Procedures, Buyer may deliver number of Kona Shares held by each of the Shareholders at the Effective Time and as provided in the Shareholder Consideration Schedule. Any payments due pursuant to Seller a written notice this provision must be paid within 5 business days of objection no later than thirty (30) days after final determination of the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute Adjustment Amount and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement treated as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted adjustments to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the ArbitratorMerger Consideration.

Purchase Price Adjustment. (a) Within thirty (30) 60 days after the Closing Date, Seller Parent shall prepare and deliver to Buyer Purchaser a statement prepared in accordance with this Section 1.04 (the “Net Assets Statement”) ), setting forth Net Debt (ias defined in Section 1.04(d)) the sum as of the Accounts Receivable Closing (net of reserves), Business-related prepaids, Inventory (net of reserves“Closing Net Debt”) and Equipment and the cash, accounts receivable Working Capital (net of reservesas defined in Section 1.04(d), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net AssetsWorking Capital”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that During the Net Assets 60-day period following Purchaser’s receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement contains shall become final and binding upon the parties on the 60th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical or factual errors or has based on Closing Net Debt or Closing Working Capital not been prepared being calculated in accordance with this Section 1.04. If a Notice of Disagreement is received by Seller in a timely manner, then the Agreed Procedures, Buyer may deliver to Statement (as revised in accordance with this sentence) shall become final and binding upon Seller a written notice and Purchaser on the earlier of objection no later than thirty (30A) days after the date on which Seller delivered and Purchaser resolve in writing any differences they have with respect to the Net Assets Statement to Buyer, which notice shall specify matters specified in the nature Notice of each dispute Disagreement and (B) the basis therefor (a “Net Assets Objection”)date any disputed matters specified in the Notice of Disagreement are finally resolved in writing by the Accounting Firm. Failure by Buyer to deliver a Net Assets Objection within During the thirty30-day period will be deemed to be Buyer’s acceptance following the delivery of the Net Assets Statement as the Final Net Assets Statement. The Parties a Notice of Disagreement, Seller and Purchaser shall attempt seek in good faith to reach agreement resolving all disputes set forth resolve in writing any differences that they may have with respect to the matters specified in the Net Assets Objection within sixty (60) days after Notice of Disagreement. During such period Seller and its deliveryauditors shall have access to the working papers of Purchaser’s auditors prepared in connection with the Notice of Disagreement. In At the event that the Parties are unable to resolve an Objection within the sixtyend of such 30-day period, Seller and Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. The Accounting Firm shall be Deloitte & Touche LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The Accounting Firm shall follow be instructed to render its determination of all matters submitted to it within 30 days following submission. Judgment may be entered upon the arbitration procedures set forth determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.31.04 shall be borne 50% by Seller and 50% by Purchaser. The fees and disbursements of Seller’s independent auditors incurred in connection with their review of the Statement and of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Purchaser’s independent auditors incurred in connection with their review of the Statement and any Notice of Disagreement shall be borne by Purchaser. (c) As used hereinThe Purchase Price shall be (i)(A) decreased by the absolute amount of Closing Net Debt, if Closing Net Debt is a negative number, or (B) increased by the term “Final absolute amount of Closing Net Assets Statement” means (i) the Debt, if Closing Net Assets Statement if Buyer does not deliver Debt is a Net Assets Objection in accordance with Section 3.2(b); positive number, and (ii) (A) increased by the amount by which Closing Working Capital exceeds $116,000,000 (the “WC Amount”) or (B) decreased by the amount by which Closing Working Capital is less than the WC Amount (the Purchase Price as so increased or decreased shall hereinafter be referred to as the “Adjusted Purchase Price”). If the Closing Date Amount is less than the Adjusted Purchase Price, Purchaser shall, and if Buyer timely gives a Net Assets Objection the Closing Date Amount is more than the Adjusted Purchase Price, Seller shall, within three business days after the Statement becomes final and all binding on the parties, make payment by wire transfer in immediately available funds of the disputed items are resolved amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by mutual agreement Citibank, N.A., as its prime rate, calculated on the basis of the Partiesactual number of days elapsed divided by 365, from the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted Closing Date to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution date of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorpayment.

Purchase Price Adjustment. (a) Within thirty (30) 60 days after the Closing Date, Seller shall the Purchaser will prepare and deliver to Buyer the Sellers' Representative a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Working Capital as of the close of business on the Closing Date (“Closing Net Assets”the "AQF CLOSING STATEMENT"), which shall be prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), treating AQF as a separate entity and using the same methodologies and principles as those used in the preparation of AQF's unaudited consolidated balance sheet as of September 30, 1999 as delivered to the Purchaser (the "OFFER BALANCE SHEET"), consistently applied. The Net Assets Purchaser shall cause AQF and its respective employees to provide the Sellers and their independent auditors on-site access at all reasonable times to the personnel, properties, books and records of AQF until final resolution of all matters in dispute under this Section 1.3. (b) During the 30-day period following the date of the Sellers' Representative receipt of the AQF Closing Statement, the Sellers will be permitted to review the working papers of the Purchaser relating to the AQF Closing Statement. The AQF Closing Statement shall be preparedwill become final and binding upon the parties on the thirtieth day following the date of delivery thereof, unless the Sellers' Representative delivers a written notice (the "NOTICE") to the Purchaser prior to such thirtieth day which specifies in reasonable detail the amount by which and the reasons it believes particular line items in the AQF Closing Net Assets shall be calculated, Statement either contain mathematical errors or were not prepared in accordance with the agreed procedures methodology specified in the first sentence of Section 1.3(a) and accounting practices Section 1.3(e). The Notice shall not specify any basis for disagreement with the AQF Closing Statement other than as set forth in the preceding sentence. (c) If the Sellers' Representative delivers a Notice in accordance with Section 1.3(b), then the Purchaser and the Sellers' Representative shall, during the 30-day period beginning on Schedule 3.2(a) the date of the Purchaser's receipt of the Notice, seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice. If the Purchaser and the Sellers' Representative are unable to resolve all of the Sellers' Representative objections within such 30-day period, then such unresolved objections shall be submitted to the New York office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Agreed Procedures”"THIRD PARTY ACCOUNTANT") for review and final and binding resolution of any and all matters which remain in dispute and which were properly included in the Notice. The Purchaser and the net book value Sellers' Representative shall use reasonable efforts to cause the Third Party Accountant to render a decision resolving the matters in dispute within 45 days following the submission of such matter to the Third Party Accountant for decision following such briefing and other procedures as the Third Party Accountant shall establish. The fees and expenses of the Inventory and Iteris GmbH inventory Third Party Accountant shall be computed based upon borne by the quantities non-prevailing party as determined by the Third Party Accountant. (d) Within ten days after (x) the AQF Closing Statement becomes final pursuant to Section 1.3(b), (y) the Purchaser and the Sellers' Representative reach agreement pursuant to Section 1.3(c) or (z) the Third Party Accountant renders its final decision pursuant to Section 1.3(c), a final adjustment to the Purchase Price will be made as follows: If the Working Capital of Inventory and Iteris GmbH inventory on hand AQF as of the Closing Date as finally determined through pursuant to Section 1.3(b) or (c) ("FINAL WORKING CAPITAL") exceeds Estimated Working Capital, then (x) the Purchaser will pay to the Sellers and the Trust the amount of such excess, as follows: to each of the Nutcracker Trustee, HB L.P. and Alberta Ltd, 30% of such excess and to each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and the Trust, 5% of such excess, and (y) the Working Capital Escrow Amount will be released to the Sellers and the Trust in accordance with the terms of the Escrow Agreement. If it is finally determined that Estimated Working Capital exceeds Final Working Capital, then (x) the Purchaser shall collect, in accordance with the terms of the Escrow Agreement, from the Escrow Subaccount (as defined in the Escrow Agreement) of each Seller and the Trust the amount of such excess as follows: from the Escrow Subaccount of each of the Nutcracker Trustee, HB L.P. and Alberta Ltd, 30% of such excess and from the Escrow Subaccount of each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and the Trust, 5% of such excess, and (y) any remaining amount of the Working Capital Escrow Amount will be released to the Sellers and the Trust in accordance with the terms of the Escrow Agreement. If it is finally determined that Estimated Working Capital is equal to Final Working Capital, then the Working Capital Escrow Amount will be released to the Sellers and the Trust in accordance with the terms of the Escrow Agreement. (e) For purposes of Sections 1.2(b) and 1.3, "Working Capital" means, as of a physical inventory conducted by Seller on or before the fifth day following the Closing Datespecified date, the results amount by which (i) the current assets of which shall be adjusted from Buyer’s AQF exceed or are less than (ii) its current liabilities determined in accordance with GAAP, treating AQF as a separate entity and Seller’s books using the same methodologies and records principles as were used in the preparation of the Offer Balance Sheet, consistently applied, and without giving effect to reflect the Inventory and Iteris GmbH inventory Purchaser's acquisition of AQF, PROVIDED that the calculation of Working Capital as of the Closing Date. Buyer or its representatives Date shall have give effect to (x) the right to observe cancellation of the physical inventory Options and shall have full access to all books and records with respect payment to the Inventoryholders thereof pursuant to Section 1.2(c), (y) the lapse of restrictions applicable to Shares held by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and (z) any expenses paid in cash at or prior to the Closing pursuant to Section 8.5, assuming for the purpose of the foregoing clauses (x) and (y) that all amounts in the Escrow Account (other than any amounts released to the Purchaser pursuant to Section 1.3(d)) are paid to the Sellers and the Trust. For illustration purposesthe avoidance of doubt, a Net Assets Statement the calculation of Working Capital as of June 30, 2011 is included in Schedule 3.2(a). the Closing Date shall reflect the Tax benefit (bexcluding any withholding tax liability) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance arising out of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes items set forth in the Net Assets Objection within sixty foregoing clauses (60x) days after its delivery. In and (y) and shall, in any event, exclude the event that Tax benefit arising out of the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures item set forth in Section 3.3. the foregoing clause (z). The parties agree that the adjustment contemplated by Sections 1.2(b) and (c) As used hereinand 1.3(a) - (e) is intended only to reflect the change, if any, in Working Capital from September 30, 1999 to and including the term “Final Net Assets Statement” means (i) Closing Date. The scope of the Net Assets Statement if Buyer does not deliver a Net Assets Objection disputes to be resolved by the Third Party Accountant is limited to whether such calculations were done in accordance with Section 3.2(b); (ii) if Buyer timely gives GAAP, treating AQF as a Net Assets Objection separate entity and all using the same methodologies and principles as were used in the preparation of the disputed items are resolved by mutual agreement Offer Balance Sheet, consistently applied, and without giving effect to the Purchaser's acquisition of AQF, and whether there were mathematical errors in the Parties, the Net Assets AQF Closing Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution Third Party Accountant is not to make any other determination, including any determination as to whether Working Capital as of all other disputes by the ArbitratorSeptember 30, 1999 was in fact $12,148,000.

Purchase Price Adjustment. (a) Within thirty ninety (3090) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer the Seller Parties a statement (the “Net Assets Statement”) ), setting forth Buyer’s good faith determination of (i) the sum of the Accounts Receivable (net of reserves)CapEx Amount, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum amount of Indebtedness, (iii) the amount of the Accounts Payable, reserve for Warranty Company Expenses, (iv) Closing Working Capital and accounts payable and accrued expenses of Iteris GmbHthe resulting Working Capital Overage, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be preparedif any, or Working Capital Underage, if any, and (v) the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)Adjusted Purchase Price. (b) If The Statement shall become final and binding upon the Parties on the thirtieth (30th) day following the date on which the Statement was delivered to the Seller Parties, unless the Seller Parties deliver a written notice of their disagreement with the Statement to Buyer reasonably believes that prior to such thirtieth (30th) day describing (i) which items on the Net Assets Statement contains errors or has have not been prepared in accordance with this Agreement, (ii) the Agreed Proceduresbasis for the Seller Parties’ disagreement with the calculation of such items and (iii) the Seller Parties’ proposed dollar amount for each item in dispute (a “Notice of Disagreement”). If a Notice of Disagreement is received by Buyer prior to such thirtieth (30th) day, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Seller Parties and Buyer may deliver to on the earlier of (A) the date the Seller Parties and Buyer resolve, evidenced by a written notice instrument duly executed by the Seller Parties and Buyer, any differences they have with respect to the matters specified in the Notice of objection no later than Disagreement and (B) the date any disputed matters are finally resolved in a written decision by the Accounting Firm. During the thirty (30)-day period following the delivery of a Notice of Disagreement, the Seller Parties and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such thirty (30)-day period the Seller Parties and Buyer have not resolved, evidenced by a written instrument duly executed by the Seller Parties and Buyer, the matters specified in the Notice of Disagreement, the Seller Parties and Buyer shall submit to a regional or national certified public accounting firm mutually agreed between the Parties in writing (the “Accounting Firm”), for resolution, in accordance with the standards set forth in this Section 2.4, only matters that remain in dispute and corresponding numerical positions, as the same may be revised from those contained in the Statement or Notice of Disagreement (each, a “Disputed Item”). Buyer and the Seller Parties shall use commercially reasonable efforts to cause the Accounting Firm to render a written decision fully resolving all matters submitted to the Accounting Firm within thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as receipt of such submission, but in no event shall the Final Net Assets Statement. The Parties shall attempt in good faith permit the Accounting Firm to reach agreement fail to render a written decision fully resolving all disputes set forth in matters submitted to the Net Assets Objection Accounting Firm within sixty (60) days after its deliveryof the receipt of such submission. In The scope of the event that disputes to be resolved by the Parties are unable Accounting Firm shall be limited to resolve correcting mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement, and the Accounting Firm shall act as an Objection within expert, not as an arbitrator, in resolving the sixty-day periodDisputed Items, and any proceeding before the parties Accounting Firm shall follow the arbitration procedures be an expert determination. Other than those determinations set forth in the preceding sentence, the Accounting Firm is not to make any other determination. The Accounting Firm’s decision shall be based solely on written submissions by the Seller Parties and B▇▇▇▇ and their respective Representatives and not by independent review and shall be final and binding on all of the Parties. The Accounting Firm may not assign a value greater than the greatest value for such Disputed Item claimed by either Party or smaller than the smallest value for such Disputed Item claimed by either Party. Buyer and the Seller Parties agree that the Accounting Firm’s determination under this Section 3.32.4(b) shall be binding on the Parties and enforceable as an arbitral award, and that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 2.4 shall be borne pro rata as between the Seller Parties, on the one hand, and Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the Disputed Items weighted in relation to the claims made by the Seller Parties, on the one hand, and Buyer, on the other hand, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection The Adjusted Purchase Price shall be calculated as finally agreed or determined in accordance with Section 3.2(b2.4(b). (d) No later than five (5) Business Days after the Adjusted Purchase Price is determined: (i) If the Adjusted Purchase Price as determined pursuant to the foregoing clause (c) exceeds the Preliminary Purchase Price: (A) the Purchase Price shall be increased (any such increase, the “Seller’s Adjustment Amount”) by the amount of such excess; and (B) Buyer shall make payment of the Seller’s Adjustment Amount by wire transfer of immediately available funds to Sellers to an account directed by S▇▇▇▇▇▇ in writing. (ii) if If the Preliminary Purchase Price exceeds the Adjusted Purchase Price as determined pursuant to the foregoing clause (c): (A) the Purchase Price shall be decreased (any such decrease, the “Buyer timely gives Adjustment Amount”) by the amount of such excess; and (B) the Seller Parties shall jointly and severally pay to Buyer the amount of such excess by wire transfer of immediately available funds to the account(s) designated by B▇▇▇▇ in writing. If a Net Assets Objection and all Buyer Adjustment Amount is due to Buyer, then Buyer shall be entitled, but not obligated, to recover any such amount due from the Seller Parties under this Agreement by setting off such amount against the Employment Agreement. Buyer shall provide notice of the disputed items are resolved exercise of such right of set off to the Seller Parties. The exercise of such right of set off by mutual agreement B▇▇▇▇ will not constitute a breach of this Agreement. Neither the exercise nor the failure to exercise such right of set off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. (e) During the period of time from and after the Closing Date through the final determination of the PartiesAdjusted Purchase Price, and payment of the Seller’s Adjustment Amount or the Buyer Adjustment Amount (as applicable), in accordance with this Section 2.4, each Party shall afford to the other Party and its Representatives reasonable access during normal business hours upon reasonable advance written notice to the books and records and personnel (including any accountants, counsel or financial advisers of the applicable Party) used in the preparation of the Statement or the Notice of Disagreement; provided, however, that to the extent that any work papers or similar documents prepared by accountants of Buyer, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; Company or (iii) if any disputed items their respective Affiliates are submitted to the Arbitrator for resolutionrequested, the Net Assets StatementSeller Parties shall execute and deliver any non-reliance or other agreements as may be requested by such accountants prior to receiving such information; and provided, as amendedfurther, if necessarythat Buyer, the Company or their respective Affiliates shall not be obligated to reflect provide any resolution of any disputes by agreement of the Parties and the resolution of all information subject to attorney-client privilege, attorney work product protection or other disputes by the Arbitratorsimilar protection.

Purchase Price Adjustment. (a) Within thirty In consideration for the sale by Seller of the Purchased Assets to Buyer and Buyer’s assumption of the Assumed Liabilities, at the Closing, Buyer shall pay to Seller cash in the amount of ONE HUNDRED AND TWO MILLION DOLLARS AND NO CENTS (30$102,000,000) (as it may be adjusted pursuant to the last sentence of this Section 1.5(a), Section 1.5(d), and Section 1.5(i), the “Purchase Price”). The Purchase Price shall be paid by wire transfer of immediately available funds to the account or accounts designated in writing by Seller at least two Business Days prior to the Closing Date. At the Closing, the Purchase Price shall be adjusted to give credit to Buyer for the amount of liabilities assumed pursuant to Section 1.3(c). (b) On a mutually convenient date or dates as near as reasonably practicable to the Closing Date, but in no event more than five (5) days after prior to the then anticipated Closing Date, Buyer and Seller shall cause to be taken a physical count of the inventory included in the Purchased Assets (“Inventory”) on a stock keeping unit (“SKU”) basis (the “Inventory Count”). The Inventory Count shall be taken by RGIS Inventory Services or such other inventory service designated jointly by Buyer and Seller (the “Inventory Service”) with Buyer and Seller sharing equally the fees and expenses of the Inventory Service and Buyer and Seller otherwise each bearing its own costs and expenses in connection therewith. The Parties shall roll back or roll forward the Inventory Count, as the case may be, to the close of business on the day prior to the Closing Date based on Gross Shipments (as defined below). From the period from the date of the Inventory Count through the close of business on the day prior to the Closing Date, Seller shall keep a count of units sold or received by SKU multiplied by the applicable cost, as truly and accurately recorded in Seller’s cost file and records (“Cost File”) maintained in the ordinary course of business, of such SKUs (“Gross Shipments”). All such reports shall be made available by Seller to Buyer on a daily basis from the date of the Inventory Count through the day prior to the Closing Date. (c) The Inventory Service shall be additionally instructed by Buyer and Seller to prepare and deliver to Buyer and Seller a final certified report of Inventory Count as promptly as practicable following the Inventory Count and in no event later than two day(s) prior to the Closing Date. Following its receipt of the final certified report of Inventory Count and no later than the day prior to the Closing Date, Seller shall prepare or cause to be prepared, and shall deliver to Buyer a Buyer, an unaudited statement (the “Net Assets StatementClosing Statement of Inventory”) setting forth (i) the sum value of the Accounts Receivable (net of reserves), Business-Inventory as determined by multiplying the Inventory Count for each SKU by the related prepaids, Inventory (net of reserves) and Equipment and cost as set forth in the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Cost File as of the close of business on the day prior to the Closing Date (the “Closing Net AssetsInventory Value”). Seller shall deliver to Buyer, together with the Closing Statement of Inventory, the Cost File utilized in the preparation of the Closing Statement of Inventory. Buyer and Seller shall cooperate with and reasonably assist the Inventory Service, and shall make available to the Inventory Service the books, records, personnel and properties of Buyer and Seller, as the case may be, that the Inventory Service reasonably requires in order to prepare and deliver the final certified report of Inventory Count. (d) The Net Assets Statement Purchase Price at Closing shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed subject to adjustment based upon the quantities of Inventory and Iteris GmbH inventory on hand as calculation of the Closing Date Inventory Value as determined through a physical inventory conducted presented by Seller to Buyer pursuant to Section 1.5(c) on or before the fifth day following Closing Date. If, as of the Closing Date, the results of which difference between the Closing Inventory Value and the Target Inventory is: (i) $500,000 or less, there shall be adjusted from Buyer’s no adjustment to the Purchase Price pursuant to this Section 1.5(d); (ii) greater than $500,000, and Seller’s books the Closing Inventory Value is greater than the Target Inventory, the Purchase Price shall be increased by an amount equal to such excess, less $500,000; or (iii) greater than $500,000, and records the Closing Inventory Value is less than the Target Inventory, the Purchase Price shall be reduced by an amount equal to reflect $500,000 less than such deficiency. (e) Buyer shall have fifteen (15) days following the Inventory and Iteris GmbH inventory as delivery of the Closing DateStatement of Inventory (the “Objection Period”) to provide written notice to Seller (the “Objection Notice”) of any good faith objection to any portion of the Closing Statement of Inventory relating to the final certified Inventory Count or calculation of the Closing Inventory Value, or adjustment pursuant to Section 1.5(d) (“Adjustment”), which objection shall be set forth with reasonable detail in such Objection Notice; provided, however, that if the disputed portions of the Closing Statement of Inventory or Adjustment are less than $50,000 in the aggregate, then (A) no such Objection Notice shall be delivered to Seller and (B) the Closing Statement of Inventory as prepared by Seller shall be deemed final and undisputed. During the Objection Period, Buyer and its accountants will be permitted to examine the work papers and all back-up materials and memoranda used or generated by the Inventory Service and/or Seller in connection with the preparation of the Closing Statement of Inventory and such other documents as Buyer may reasonably request in connection with its representatives shall have review of the right to observe the physical inventory Closing Statement of Inventory, and shall be provided access at all reasonable times to the personnel of the Inventory Service or Seller, as the case may be, for the purpose of reviewing and ascertaining the accuracy of the Closing Statement of Inventory or Adjustment. Unless Buyer timely delivers an Objection Notice before the expiration of the Objection Period, the Closing Statement of Inventory (and the Closing Inventory Value reflected thereon or calculated therefrom) and Adjustment shall be deemed to have full access been accepted and approved by Buyer and shall thereafter be final and binding upon Buyer and Seller for purposes of any closing and post-closing adjustment set forth in this Section 1.5. In addition, to all books the extent any portion of the Closing Statement of Inventory or of the calculation of the Closing Inventory Value or Adjustment shall not be expressly objected to in the Objection Notice, such matters shall be deemed to have been accepted and records approved by Buyer and shall be final and binding upon Buyer and Seller for purposes hereof. If Buyer timely delivers an Objection Notice before the expiration of the Objection Period, then those aspects of the Closing Statement of Inventory or Adjustment objected to in the Objection Notice shall not thereafter be final and binding until resolved in accordance with this Section 1.5. (f) Following receipt of any Objection Notice, Buyer and Seller shall discuss in good faith the applicable objections set forth therein for a period of ten (10) days thereafter and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If Buyer and Seller reach such an agreement, the agreement shall be confirmed in writing and Buyer and Seller shall revise the Closing Statement of Inventory to reflect such agreement, which agreement (and Closing Statement of Inventory, as so revised, including the Closing Inventory Value reflected thereon or calculated therefrom and Adjustment) shall thereafter be final and binding upon Seller and Buyer for purposes of any closing and post-closing adjustment set forth in this Section 1.5. (g) If Buyer and Seller are unable to reach a mutual agreement in whole or in part in accordance with Section 1.5(f) during the ten (10)-day period referred to therein, then Seller and Buyer shall appoint such accounting firm of national standing designated jointly by Seller and Buyer (other than KPMG LLP, BDO ▇▇▇▇▇▇▇, LLP, ▇▇▇▇▇ & ▇▇▇▇▇ or any other accounting firm that has performed significant work for any Party or any of its Affiliates since January 1, 2007) (the “Accounting Firm”), which shall resolve those matters still in dispute with respect to the InventoryClosing Statement of Inventory and the Closing Inventory Value reflected thereon or calculated therefrom or Adjustment. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no Not later than thirty 5:00 p.m. Eastern Standard Time on the tenth (3010th) days full Business Day after the date day on which the Accounting Firm is appointed, Seller delivered the Net Assets Statement to Buyer, which notice and Buyer each shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed or cause to be Buyer’s acceptance of delivered to the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means Accounting Firm: (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(bwritten statement of its position on each remaining dispute or disagreement (that Party’s “Position”); (ii) the aggregate Closing Inventory Value and Adjustment, determined as though the Accounting Firm concurred with each such position (that Party’s “Final Number”); and (iii) a wire transfer or certified check in the amount of $10,000, which amount the Accounting Firm shall be authorized to apply towards its fees and expenses in the manner set forth below. If one Party fully complies with the immediately preceding sentence and the other Party does not, the compliant Party’s Position shall be final and binding on all Parties and no further action by the Accounting Firm is required. If both Parties comply with the second sentence of this Section 1.5(g), the Accounting Firm shall make a final and binding resolution of the remaining disputes or disagreements between Buyer and Seller, and at such time the Party (if any) liable for any further payment of the Adjustment shall comply with the provisions of Section 1.5(i) hereof. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must, as to each disputed item, select either the Position of Buyer timely gives a Net Assets Objection or the Position of Seller. No appeal from such determination shall be permitted. The costs and expenses for the services of the Accounting Firm shall be borne entirely by the Party whose Final Number is furthest (in dollars) from the appropriate Adjustment as determined by the Accounting Firm. Subject to the foregoing sentence and Section 1.5(b), all fees and expenses of Seller relating to matters described in this Section 1.5 shall be borne by Seller, and all fees and expenses of Buyer relating to matters described in this Section 1.5 shall be borne by Buyer. Seller and Buyer agree to fully cooperate with each other and with the disputed items are resolved by mutual agreement Accounting Firm to resolve any dispute. (h) Notwithstanding any other provision of this Agreement, including, without limitation, any provision stating that remedies shall be cumulative and not exclusive, this Section 1.5 provides the sole and exclusive method for resolving any and all disputes that may arise between or among the Parties with respect to the determination of Closing Inventory Value and Adjustment. As among the Parties, the Net Assets Statementeach Party hereby irrevocably waives, as amendedrelinquishes and surrenders on its own behalf and on behalf of its Affiliates and its officers, if necessarydirectors, principals, attorneys, agents, employees and other authorized representatives (each a “Representative”) all rights to, and agrees that it will not attempt, and shall cause its Affiliates and Representatives not to attempt, to reflect resolve any such resolution of all disputes; dispute or (iii) if any disputed items are submitted disputes related to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement determination of the Parties Closing Statement of Inventory or Adjustment in any manner other than as set forth in this Section 1.5, including, without limitation, through litigation. Each Party further agrees on its own behalf and on behalf of its Affiliates and Representatives that if one or more of them should initiate any attempt to resolve any such dispute or disputes related to the resolution determination of the Closing Statement of Inventory or Adjustment in any manner other than the sole and exclusive manner set forth in this Section 1.5, such initiators shall pay and reimburse all fees, costs and expenses incurred by any other disputes Party as a result of, in connection with or related to such attempt or attempts. (i) All payments required to be made to a Party as a result of the final determination of the Adjustment pursuant to this Section 1.5 shall be made, in immediately available funds via wire transfer to the account or accounts designated in writing by the ArbitratorParty entitled to receive such payment, no later than two Business Days following the final calculation of the Closing Inventory Value and Adjustment. Any adjustments made to the Purchase Price pursuant to this Section 1.5 shall be treated by all parties hereto for Tax purposes as adjustments to the Purchase Price.

Purchase Price Adjustment. (a) No later than five (5) Business Days before the Closing Date, BHE shall notify the Buyer in writing of the Estimated Adjustment Amount, which shall be payable by the Buyer to BHE as provided in Section 4.2. (b) Within thirty (30) days after the Closing DateClosing, Seller BHE shall prepare and deliver to the Buyer a statement (the “Net Assets "Adjustment Statement”") setting forth which reflects (i) the sum net book value, as reflected on the books of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory Sellers as of the Closing Date, of BHE's interest under the ▇▇▇▇▇ Agreements in the fuel inventory at ▇▇▇▇▇ Station (the "Inventory Adjustment Amount") and (ii) the Maintenance and Capital Expenditures Amount applicable to the Purchased Assets. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted within five (5) Business Days prior to the Closing Date consistent with Sellers' current inventory procedures, and Buyer or its representatives will be entitled to have a Buyer Representative observe such inventory survey. The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Sellers have historically used in connection with the right calculation of the items reflected on the Adjustment Statement. The Buyer agrees to observe cooperate with BHE in connection with the physical inventory preparation of the Adjustment Statement and related information and shall have full access provide to all books BHE such books, records and records information as may be reasonably requested from time to time. (c) The Buyer may dispute the Inventory Adjustment Amount or the Maintenance and Capital Expenditures Amount; provided, however, that the Buyer shall notify BHE in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Buyer's receipt of the Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, the InventoryBuyer and BHE shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. For illustration purposes, If the Buyer and BHE are unable to reach a Net Assets Statement as resolution of June such differences within thirty (30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that days of receipt by BHE of the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a Buyer's written notice of objection no later than dispute, the Buyer and BHE shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the date on which Seller delivered parties hereto with respect to the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute amounts disputed. The fees and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance disbursements of the Net Assets Statement as the Final Net Assets Statement. The Parties Independent Accounting Firm shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3be shared equally. (cd) As used hereinWithin ten (10) Business Days after the Buyer's receipt of the Adjustment Statement, if the Adjustment Amount is less than the Estimated Adjustment Amount, the term “Final Net Assets Sellers shall refund the difference to the Buyer, and if the Adjustment Amount is greater than the Estimated Adjustment Amount, the Buyer shall pay the difference to BHE on behalf of the Sellers; provided, that if there is a dispute with respect to any amount on the Adjustment Statement” means , the Buyer shall immediately pay to BHE on behalf of the Sellers any undisputed amounts (ito the extent not previously paid). Within five (5) Business Days after the final determination of any amounts on the Adjustment Statement, the Buyer shall pay to BHE on behalf of the Sellers an amount equal to (x) the Net Assets Adjustment Amount as finally determined to be payable with respect to the Adjustment Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); less (iiy) if Buyer timely gives a Net Assets Objection and all the sum of the disputed items are resolved Estimated Adjustment Amount and any additional undisputed amount theretofore paid by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted Buyer to the Arbitrator Sellers; provided, however, that if such amount shall be less than zero, then the Sellers will pay to the Buyer the amount by which such amount is less than zero. Any amount paid or refunded under this Section 3.2(d) shall be paid or refunded with interest for resolutionthe period commencing on the Closing Date through the date of payment, calculated at the Net Assets Statement"prime rate" for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the Closing Date, as amended, if necessary, to reflect any resolution in cash by Federal or other wire transfer of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorimmediately available funds.

Purchase Price Adjustment. (a) Within As soon as practicable (but not later than one-hundred twenty (120) days) after the Closing, Purchaser shall provide the Sellers, by notice in writing, with its calculation of Working Capital, in reasonable detail as of the Closing Date, and during such period Sellers shall cooperate fully with any reasonable requests by Purchaser for information concerning Working Capital or the components thereof. If Sellers do not object thereto within thirty (30) days after receipt, by notice stating such objections in reasonable detail, the Closing Date, Seller same shall prepare and deliver to Buyer a statement (be deemed the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Definitive Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted Working Capital.” If such notice is timely given by Seller on or before the fifth day following the Closing DateSellers, the results Parties shall use their reasonable efforts to reconcile such objections for a period of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement thereafter, and if they do so, their agreement as to Buyer, which notice Working Capital shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets StatementDefinitive Closing Working Capital. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that If the Parties are unable to resolve do so, either Party may submit the items in dispute for determination as promptly as practicable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or if such firm is unavailable, an Objection within the sixty-day periodinternationally recognized accounting firm with no connection to Purchaser, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means Company or Sellers (i) to be agreed upon by Purchaser and Sellers, or if they cannot so agree within fifteen days from a request by either Purchaser or Sellers, (ii) appointed by the Net Assets Statement if Buyer does not deliver a Net Assets Objection American Arbitration Association (the “Arbitrating Accountants”). The costs of the Arbitrating Accountants shall be allocated between the Sellers and the Purchaser in the same proportion that the aggregate amount of disputed items that were determined in favor of the other Party (as finally determined by the Arbitrating Accountants) bears to the total amount of disputed items submitted by the Parties, and the determination of the Arbitrating Accountants shall be deemed the Definitive Closing Working Capital which shall be final and binding on the Parties and may be entered in and enforced by any court having jurisdiction. Each Party shall bear its own legal fees and costs in connection with such arbitration. For purposes hereof, “Working Capital” shall mean the difference between cash and cash equivalents, accounts receivable, plus inventory, plus prepaid expenses and other current assets, on the one hand, less accounts payable and accrued liabilities, on the other hand. Working Capital shall be calculated in accordance with Section 3.2(b); (ii) if Buyer timely gives GAAP and in a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.manner consistent with Exhibit B.

Purchase Price Adjustment. The Purchase Price set forth above assumes that, at Closing, all of the Excluded Assets that are capable of being assigned to Sellers or their Affiliates shall have been so assigned and the Companies will not have any cash or cash equivalents, any accounts receivable, any assets consisting of prepayments, advances or deposits, or any liabilities other than the Assumed Liabilities, which Buyer has agreed to assume as part of the Purchase Price, and that an amount equal to Three Million Six Hundred Thousand Dollars (a$3,600,000.00) Within thirty of non-obsolete Excess Inventory (30other than bananas packed in boxes waiting to be shipped) days after remains in the Closing DateColombian Companies. To give effect to such understanding, Seller the cash portion of the Purchase Price payable shall prepare be adjusted by the amounts provided in §2(e)(i) below, and deliver the portion of the Purchase Price corresponding to Buyer a statement the Eight Week Excess Inventory Note shall be adjusted by the amounts provided in §2(e)(iii) below (the “Net Purchase Price Adjustments”). In addition, under §5(n) hereof, Buyer has agreed to cause the Colombian Companies to collect on behalf of, and for the account of, Sellers and their Affiliates those Excluded Assets Statement”) setting forth (i) the sum consisting of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reservesincluding accounts receivable from those employees retained by the Companies (“Retained Employee Accounts Receivable”), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expensesthat are not assignable to Sellers or their Affiliates, and to assign to Sellers or their Affiliates after Closing those accounts payable and accrued expenses of Iteris GmbHreceivable that, while assignable, are not in each case as of the close of business fact assigned on or prior to the Closing Date (“Closing Net Assets”)and are not collected prior to the date of such assignment. The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with With respect to the Inventoryinventory items classified as obsolete, the Parties have agreed that those items constituting spare parts shall remain at Banadex without any purchase price adjustment and all other items shall be transferred to Expofrut as part of the Excluded Assets. For illustration purposes, Sellers agree that they shall cause Expofrut to provide Banadex with a Net Assets Statement as right of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that first refusal to purchase all such obsolete items transferred to Expofrut at the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver same price at which Exprofrut proposes to Seller sell such items to a written notice of objection no later than thirty (30) days third party after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”)Closing. Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance The amount of the Net Assets Statement as Purchase Price adjustments contemplated in this §2(e) shall be determined in the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes manner set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.below:

Purchase Price Adjustment. (a) Within thirty At least three (303) days after Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth its good faith estimate of (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Working Capital as of the Closing Date as determined through a physical inventory conducted by Seller on or before (the fifth day following “Estimated Net Working Capital Amount”), (ii) the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory Inventories as of the Closing Date. Date (the “Estimated Inventory Amount”), (iii) the Indebtedness of the Business to be assumed by Buyer or its representatives shall have (the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement “Assumed Indebtedness”) as of June 30the Closing Date (the “Estimated Assumed Indebtedness”) and (iv) the Excess Amount and the Schedule of Consigned Inventory and the components of each such item prepared in accordance with GAAP, 2011 is included on a basis consistent with the Financial Statements and the Accounting Methodologies and, in Schedule 3.2(athe case of the Estimated Net Working Capital Amount and Estimated Inventory Amount, subject to Section 2.5(e). Seller’s calculation of the Estimated Net Working Capital Amount and Estimated Assumed Indebtedness shall be used in determining the Estimated Cash Purchase Price for purposes of Section 2.4. (b) If Buyer reasonably believes that The Base Cash Purchase Price shall be (i) (x) increased, if the Estimated Net Assets Statement contains errors Working Capital Amount exceeds the Benchmark, by an amount equal to such excess, or has not been prepared in accordance with (y) decreased, if the Agreed ProceduresBenchmark exceeds the Estimated Net Working Capital Amount, Buyer may deliver by an amount equal to Seller a written notice of objection no later than thirty such excess and (30ii) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure decreased by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance any amount of the Net Assets Statement as Estimated Assumed Indebtedness (to the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth extent not included in the calculation of the Estimated Net Assets Objection within Working Capital Amount). (c) Within sixty (60) days after its delivery. In the event that Closing Date, Buyer shall prepare and deliver to Seller a statement (the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set “Adjustment Statement”) which sets forth in Section 3.3. (c) As used herein, reasonable detail the term “Final Net Assets Statement” means calculation of (i) the Net Assets Working Capital as of the Closing Date (the “Preliminary Net Working Capital Amount”), (ii) the Inventories of the Business as of the Closing Date (the “Preliminary Inventory Amount”), (iii) the Assumed Indebtedness as of the Closing Date (the “Preliminary Assumed Indebtedness”), and (iv) the Excess Amount and a Schedule of Consigned Inventory as of the Closing Date (the “Preliminary Consignment Items”), in each case, from the books and records of the Business. The Adjustment Statement shall be prepared in accordance with GAAP, on a basis consistent with the Financial Statements, and the Accounting Methodologies and, in the case of the Preliminary Net Working Capital Amount and the Preliminary Inventory Amount, subject to Section 2.5(e). Seller agrees to cooperate with Buyer in connection with the preparation of the Adjustment Statement and related information, and shall provide to Buyer such books, records and information as may be reasonably requested by Buyer from time to time in connection with its preparation of the Adjustment Statement. (d) The amount of Inventory as of the Closing Date set forth in the Adjustment Statement shall be based on the Inventory set forth in the Closing Inventory Report to the extent such items of Inventory are covered by the Physical Inventory Count, together with changes in Inventory from the date of the Physical Inventory Count referred to in Section 2.6 below in relation to the Closing Date and net of any required inventory reserves (with such reserves being calculated on the same bases as the Adjustment Statement). (e) The amount of Inventories used in the calculation of the Current Assets, Estimated Net Working Capital, Preliminary Net Working Capital, Final Net Working Capital, Estimated Inventory Amount, Preliminary Inventory Amount and the Final Inventory Amount shall not exceed the Inventory Benchmark applicable for the time period in which the Closing Date occurs. (f) If Seller disagrees with the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, Seller shall notify Buyer in writing of such disagreement within the thirty (30) Business Day period immediately following the delivery of the Adjustment Statement, which notice shall describe the specific nature of any such disagreement and provide reasonable supporting documentation for such disagreement. During the thirty (30) Business Day period of its review, Seller shall have reasonable access to any documents, schedules or work papers used in the preparation of the Adjustment Statement. Seller agrees that any failure by it to notify Buyer in writing of any such disagreement prior to end of the thirty (30) Business Day period immediately following the delivery of the Adjustment Statement shall be deemed to be an acceptance by Seller of the Adjustment Statement and shall constitute a complete waiver of any right of Seller to dispute such Adjustment Statement and Buyer’s calculation of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and the Preliminary Consignment Items for purposes of this Agreement. (g) Buyer and Seller agree to negotiate to resolve any such disagreement regarding the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, and any resolution of such disagreement agreed to in writing by Buyer and Seller shall be final and binding upon the parties and their successors and assigns. If Buyer and Seller are unable to resolve such disagreement identified by Seller pursuant to Section 2.5(f) within the thirty (30) Business Day period after delivery to Buyer of written notice of such disagreement by Seller, then the disputed matters shall be referred for final determination to the Settlement Accountant. (h) Each of Buyer and Seller shall provide a written submission of their positions on each item in dispute within fifteen (15) days of the appointment of the Settlement Accountant, with a copy to the other party. The Settlement Accountant shall consider only those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement, including Section 2.5(e). The Settlement Accountant shall consider only the written submissions provided by Buyer and Seller pursuant to this paragraph (f) and shall not conduct any independent investigation or review. The Settlement Accountant is expressly limited to the selection of either Seller’s or Buyer’s position on a disputed item or a position in between the positions of Seller or Buyer based upon written submissions of Buyer and Seller and it shall thus select as a resolution for each disputed matter the position of either Buyer or Seller or a position in between the positions of Seller or Buyer, and the Settlement Accountant may not impose an alternative resolution outside those bounds. The Settlement Accountant shall deliver to Buyer and Seller, as promptly as practicable and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and/or the Preliminary Consignment Items determined in accordance with the terms of this Agreement. Such report shall be final, non-appealable and binding upon the parties to the fullest extent permitted by Applicable Law and may be enforced in any court having competent jurisdiction. The forty-five (45) day period for delivering the written report may be extended by the mutual written consent of the parties or for good cause shown by the Settlement Accountant at its sole discretion. The fees, expenses and costs of the Settlement Accountant shall be borne one-half by Buyer and one-half by Seller. (i) (i) (a) If no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Net Working Capital Amount, as originally submitted by Buyer, or (b) if Buyer does not deliver a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Net Assets Objection Working Capital Amount, as determined pursuant to the resolution of such dispute in accordance with Section 3.2(b2.5(g) or (h); , shall be the “Final Net Working Capital Amount”, (ii) (a) if Buyer no dispute notice has been timely gives a Net Assets Objection and all of the disputed items are resolved delivered by mutual agreement of the PartiesSeller pursuant to Section 2.5(f), the Net Assets StatementPreliminary Inventory Amount, as amendedoriginally submitted by Buyer, or (b) if necessarya dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Inventory Amount, as determined pursuant to reflect such the resolution of all disputes; such dispute in accordance with Section 2.5(g) or (h), shall be the “Final Inventory Amount”, (iii) (a) if any disputed items are submitted no dispute notice has been timely delivered by Seller pursuant to the Arbitrator for resolutionSection 2.5(f), the Net Assets StatementPreliminary Assumed Indebtedness, as amendedoriginally submitted by Buyer, or (b) if necessarya dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Assumed Indebtedness, as determined pursuant to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes such dispute in accordance with Section 2.5(g) or (h), shall be the “Final Assumed Indebtedness”, and (iv) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the ArbitratorPreliminary Consignment Items, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Consignment Items, as determined pursuant to resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the “Final Consignment Items”.

Purchase Price Adjustment. (a) Within thirty No later than sixty (3060) days after the Closing Date, Seller Buyer shall prepare and (i) deliver to Buyer Seller a statement (the “Net Assets Post-Closing Statement”) setting forth (i) the sum out its good faith calculation of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment actual Net Working Capital and the cashresulting Purchase Price, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance together with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records reasonable supporting detail with respect to the Inventorycalculation of such amounts, including but not limited to its books, records, and working papers, and (ii) determine and further allocate the Purchase Price among the assets of the Business in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and consistent with the methodologies detailed in Exhibit C (the “Tax Allocation”) and shall deliver a written statement to Seller describing such Tax Allocation (the “Tax Allocation Statement”). For illustration purposesIf Seller and Buyer agree on the calculation of the Purchase Price set out in the Post-Closing Statement, a Net Assets Statement as then such calculation shall be considered final. If Seller and Buyer agree on any portion of June 30the Tax Allocation set out in the Tax Allocation Statement, 2011 is included in Schedule 3.2(a)then such portion of the Tax Allocation shall be considered final. (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance Seller disagrees with the Agreed Procedurescalculation of the Purchase Price set out in the Post-Closing Statement or with any portion of the Tax Allocation set out in the Tax Allocation Statement, Seller shall notify Buyer may deliver to Seller a written notice in writing of objection no later than thirty such disagreement within forty (3040) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure delivery by Buyer to deliver a Net Assets Objection within Seller of the thirtyPost-day period will be deemed Closing Statement or the Tax Allocation Statement, as applicable. During such time period, and until the amount of the Purchase Price and Tax Allocation are final, upon request, Buyer shall provide Seller and its advisors reasonable access, during normal business hours, to be Buyer’s acceptance books and records, personnel, and working papers prepared by Buyer and/or Buyer’s accountants, and such historical financial information of the Net Assets Business (to the extent in Buyer’s possession), used in calculating the Purchase Price or making the Tax Allocation, as applicable (subject to Seller and its advisors who will have access to such books and records executing a customary confidentiality agreement with Buyer in a form reasonably requested by Buyer). (c) If Seller fails to timely notify Buyer of its disagreement with either the calculation of the Purchase Price set out in the Post-Closing Statement or with any portion of the Tax Allocation set out in the Tax Allocation Statement, then the calculation of the Purchase Price set out in the Post-Closing Statement or the Tax Allocation set out in the Tax Allocation Statement, as applicable, shall be considered final. (d) If Seller timely notifies Buyer of its disagreement with the Final Net Assets calculation of the Purchase Price set out in the Post-Closing Statement or with any portion of the Tax Allocation set out in the Tax Allocation Statement. The Parties , then Buyer and Seller shall attempt work in good faith to reach agreement resolving resolve such disagreement and after such resolution, the agreed upon calculation of Purchase Price or Tax Allocation, as applicable, shall be considered final. If Buyer and Seller are unable to resolve all disputes set forth disagreements within forty (40) days of Seller first notifying Buyer of its disagreement, then Buyer and Seller shall submit their dispute to a mutually agreeable nationally recognized accounting firm (the “Accounting Arbitrator”). The Accounting Arbitrator shall deliver to Buyer and Seller, as promptly as practicable, but in the Net Assets Objection within no event later than sixty (60) days after retention, a written report setting out the resolution of any unresolved disagreements between Buyer and Seller, determined in accordance with the terms of this Agreement, and the reasons therefor. Buyer and Seller will cooperate with the Accounting Arbitrator during the term of its deliveryengagement and each of the parties agrees to execute, if requested by the Accounting Arbitrator, an engagement letter reasonably satisfactory to such party. In resolving the disputed items, the Accounting Arbitrator (A) shall be bound by the provisions of this Section 2.3(d), (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Seller, (C) shall rely solely on the written submissions of the parties and shall not conduct an independent investigation, and (D) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary to comply with the provisions of this Agreement or to correct any mathematical or clerical errors. The decision of the Accounting Arbitrator with regards to the calculation of the Purchase Price shall be binding on the parties hereto. Further, Buyer, Seller, and their respective Affiliates shall be bound by the Tax Allocation, as determined in accordance with this Section 2.3(d) or by the Accounting Arbitrator, as applicable, for all Tax purposes and shall file, and cause their respective Affiliates to file, all Tax returns (including IRS Form 8594) in a manner consistent therewith and may take no other position unless required to do so by applicable Law; provided, that no party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any tax audit, claim, or similar proceedings in connection with such Tax Allocation. The cost of any such review and report of the Accounting Arbitrator shall be paid on a proportionate basis by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to such party bears to the amount contested by such party, as finally determined by the Accounting Arbitrator. (e) The Purchase Price, as finally determined pursuant to this Section 2.3, shall be referred to herein as the “Final Purchase Price”. (i) In the event that the Parties are unable Estimated Purchase Price is greater than the Final Purchase Price, then, within five (5) Business Days following the determination of the Final Purchase Price, Seller shall pay to resolve Buyer, by wire transfer of immediately available funds to the account designated by Buyer in writing, an Objection within amount equal to the sixty-day period, difference between the parties shall follow amount of the arbitration procedures set forth in Section 3.3Estimated Purchase Price and the amount of the Final Purchase Price. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all In the event that the Final Purchase Price is greater than the Estimated Purchase Price, then, within five (5) Business Days of the disputed items are resolved by mutual agreement determination of the PartiesFinal Purchase Price, the Net Assets StatementBuyer shall pay to Seller, as amended, if necessary, to reflect such resolution by wire transfer of all disputes; or (iii) if any disputed items are submitted immediately available funds to the Arbitrator for resolutionaccount designated by Seller in writing, an amount equal to the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement difference between the amount of the Parties Final Purchase Price and the resolution amount of all other disputes by the ArbitratorEstimated Purchase Price. (f) Any rights accruing to a party under this Section 2.3 shall be in addition to and independent of the rights to indemnification under Article VII.

Purchase Price Adjustment. (a) Within thirty At or prior to the Closing, Exopack and ITIPH shall agree upon an estimate of the Purchase Price (30the “Estimated Purchase Price”). Buyers agree to pay Sellers at the Closing the Estimated Purchase Price in the manner set forth in Section 2.02 below. (b) Not later than ninety (90) days after the Closing Date, Seller Exopack shall or shall cause Buyers to prepare and deliver present to Buyer the Sellers a statement certificate setting forth the Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with references to such amounts (in its final and binding form, the “Net Assets StatementPurchase Price Calculation”). During the thirty (30)-day period immediately following Sellers’ receipt of the Purchase Price Calculation, Sellers shall be permitted to review the Businesses’ books and record and Buyers’ working papers related to the preparation of the Purchase Price Calculation and determination of the Purchase Price. The Purchase Price Calculation shall become final and binding upon the Parties thirty (30) days following Sellers’ receipt thereof unless Sellers give written notice of its disagreement (a “Notice of Disagreement”) setting forth to Exopack prior to such date. If a timely Notice of Disagreement is received by Exopack, then the Purchase Price Calculation (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earliest of (i) the sum date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus Disagreement or (ii) the sum of date all matters in dispute are finally resolved in writing by a valuation firm mutually determined by ITIPH and Exopack (the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net AssetsValuation Firm”). The Net Assets Statement shall be preparedDuring the twenty (20) days following delivery of a Notice of Disagreement, ITIPH, on behalf of the Sellers, and Exopack shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. At the end of the twenty (20)-day period referred to above, the Parties shall submit to the Valuation Firm for review and resolution of all matters (but only such matters) that remain in dispute and that were properly included in the Notice of Disagreement. ITIPH and Exopack shall instruct the Valuation Firm to make a final determination of Closing Indebtedness, Net Assets shall be calculatedIntercompany Receivables and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the agreed guidelines and procedures and accounting practices set forth in this Agreement. The Parties will cooperate with the Valuation Firm during the term of its engagement. ITIPH and Exopack shall instruct the Valuation Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by Exopack, on Schedule 3.2(a) (the “Agreed Procedures”) one hand, or ITIPH, on the other hand, or less than the smallest value for such item assigned by Exopack, on the one hand, or ITIPH, on the other hand. ITIPH and Exopack shall also instruct the net book value of the Inventory Valuation Firm to make its determination based solely on presentations by Exopack and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of Sellers which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared are in accordance with the Agreed Proceduresguidelines and procedures set forth in this Agreement (i.e., Buyer may deliver not on the basis of an independent review). The Purchase Price Calculation and the determination of Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with reference thereto shall become final and binding on the Parties on the date the Valuation Firm delivers its final resolution in writing to Seller a written notice of objection no later the Parties (which final resolution shall be requested by ITIPH and Exopack to be delivered not more than thirty forty-five (3045) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature following submission of each dispute and the basis therefor (a “Net Assets Objection”such disputed matters). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance The fees and expenses of the Net Assets Statement Valuation Firm shall be allocated to the Parties as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes determined (as set forth in the Net Assets Objection within sixty final determination) by the Valuation Firm based upon the relative success (in terms of percentages) of each Party’s claims. For example, if the final determination reflects a 60) days after its delivery. In -40 compromise of the event that the Parties are unable to resolve an Objection within the sixty-day periodParties’ claims, the parties shall follow Valuation Firm would allocated expenses 40% to the arbitration procedures set forth in Section 3.3Party whose claims were determined to be 60% successful and 60% to the Party whose claims were determined to be 40% successful. (c) As used hereinPromptly after the Purchase Price Calculation and the determination of Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with reference to such amounts become final and binding on the Parties under Section 1.07(b) above, the term Estimated Purchase Price shall be recalculated by giving effect to the final and binding Closing Indebtedness and Net Intercompany Receivables (as recalculated, the “Final Net Assets Statement” means Purchase Price”). If the Estimated Purchase Price is greater than the Final Purchase Price, the Sellers, jointly and severally, shall, and if the Final Purchase Price is greater than the Estimated Purchase Price, Buyers shall and Exopack shall or shall cause Buyers to, within five (i5) business days after the Net Assets Statement if Buyer does not deliver a Net Assets Objection Purchase Price Calculation becomes final and binding on the parties, make payment by wire transfer to Exopack on behalf of Buyers or the Sellers, as the case may be, in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all immediately available funds of the disputed items are resolved by mutual agreement amount of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratordifference.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: (a) Within thirty USE and Silva have agreed that the shares of common sto▇▇ ▇f USE held by Brunton, and other identified assets Brunton acquired from USE (30"USE assets") days after together with the Closing Date, Seller shall prepare and deliver obligation to Buyer a statement pay the balance of US$276,352 (the “Net Assets Statement”) setting forth (i) the sum as of the Accounts Receivable (net of reserves1/23/96), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business owing on the Closing Date (“Closing Net Assets”). The Net Assets Statement Promissory Note of $324,349.82 dated 8/2/94, shall remain with and be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value obligation of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)USE. (b) If Buyer reasonably believes USE and Silva have engaged Arthur Andersen LLP and Gra▇▇ Thornton LLP, ▇▇▇p▇▇▇▇▇▇▇▇ (collectively ▇▇▇ ▇▇▇▇pendent Accountant's) to represent them in assisting the parties in determining what the Adjusted Shareholder's Equity (as hereinafter defined) in Brunton would be as of January 31, 1996 after removing the USE assets referenced in paragraph (a) above. Attached to this Agreement as Exhibit "A" is the November 30, 1995 Balance Sheet of Brunton, which will be used to arrive at Adjusted Shareholder's Equity in Brunton as of January 31, 1996 (hereinafter referred to as the "Adjusted Shareholder's Equity" or "ASE"). The adjustment of the shares of USE assets are included in adjustment #1 and #3 in Exhibit "A". Representatives of the Independent Accountants will travel to Brunton operations in Riverton, Wyoming on or before February 1, 1996 to observe a physical count of inventories of the raw materials, finished goods, and work in process. USE and Brunton agree to provide Silva and its representatives access to the of▇▇▇▇▇ of Brunton to inspect the premises, inventory, books, accounts, records, contracts and documents and to confer with Brunton's employees and consultants for the purpose of determining that USE's and Brunton's representations and warranties regarding Brunton are true. Additionally, the Net Assets Statement contains errors Independent Accountants representatives will review, as directed by USE and Silva, the Brunton accounts receivable, accounts ▇▇▇able, ▇▇▇▇▇ payable and the property, plant and equipment listings of Brunton. The audit firms will further review and discuss with management's of USE and Silva, any assets or has liabilities that may be of concer▇ ▇▇ USE or Silva. The Independent Accountants have not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith ▇▇gaged to reach agreement resolving all disputes set forth in any business decisions regarding the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties adjusted assets and liabilities of Brunton, but are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted bring to the Arbitrator for resolutionattention of USE and Silva any areas of concern that they may ha▇▇. ▇anagement of USE and Silva shall utilize the recommendations of ▇▇▇▇▇ respective Independent Accountants to determine what the ASE of Brunton is as of January 31, 1996. Any negative adjustments to accounts receivable, inventory, or property, plant and equipment will become the Net Assets Statement, as amended, if necessary, property of USE and USE is free to reflect any resolution dispose of any disputes by agreement of the Parties such accounts receivable, inventory, property, plant and the resolution of equipment, and collect any delinquent accounts receivable and retain all other disputes by the Arbitratorproceeds generated therefrom.

Purchase Price Adjustment. (a) At least three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer (i) a reasonably detailed statement (the “Pre-Closing Statement”) setting forth (A) the Estimated Closing Cash, (B) the Estimated Closing Cash Excess or the Estimated Closing Cash Shortfall, as applicable, (C) the Estimated Closing Indebtedness, (D) the Estimated Working Capital, as well as the resulting Estimated Working Capital Adjustment, as the case may be, and (E) the Estimated Transaction Expenses and (ii) the Funds Flow Memorandum, in each case, together with supporting documentation used by the Seller in calculating the amounts set forth therein and a certificate of the Chief Financial Officer of the Company, dated as of the date of delivery of the Pre-Closing Statement, certifying that he/she has reviewed the Pre-Closing Statement and that the Estimated Purchase Price as calculated pursuant to the Pre-Closing Statement represents his/her good-faith estimate thereof. (b) The Seller shall, and shall cause the Company, the Company Subsidiaries and the Seller’s other Affiliates to, afford to the Buyer and its Affiliates and Representatives (including any accountants, counsel or financial advisers retained by the Buyer in connection with the review of the Pre-Closing Statement), direct access during normal business hours, upon reasonable advance notice and by appointment, to Representatives (including any accountants) of the Seller or its Affiliates as applicable, with reasonable knowledge of the properties, books, Contracts, personnel, and records of the Company, the Company Subsidiaries and such Representatives (including the work papers of any accountants subject to the execution of customary work paper access letters), in each case, only to the extent relevant to the review of the Pre-Closing Statement by the Buyer; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company or any Company Subsidiary. The Seller shall consider any comments proposed by the Buyer in good faith and if, prior to the Closing, the Seller and the Buyer agree to make any modification to the Pre-Closing Statement, then the Pre-Closing Statement as so modified shall be deemed to be the Pre-Closing Statement. The agreement of the parties to revisions to the Pre-Closing Statement or Funds Flow Memorandum or the failure of the parties to agree to such revisions shall not constitute a waiver or limitation of a party’s rights and obligations pursuant to this Section 2.4. (c) Within thirty ninety (3090) days after the Closing Date, Seller the Buyer shall prepare and deliver to Buyer the Seller a reasonably detailed statement (the “Net Assets Closing Statement”) setting forth the Buyer’s good-faith calculation of (i) the sum of the Accounts Receivable (net of reserves)Closing Cash, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of Closing Indebtedness, (iii) the Accounts PayableClosing Working Capital, reserve for Warranty and (iv) the Closing Transaction Expenses, together with supporting documentation used by the Buyer in calculating the amounts set forth therein. (d) The Closing Statement shall become final and accounts payable and accrued expenses of Iteris GmbH, in each case as of binding upon the close of business parties hereto at 5:00 p.m. Eastern Time on the thirtieth (30th) day following the date on which the Closing Date Statement was delivered to the Seller unless the Seller delivers written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Buyer prior to such date. Any items set forth in the Closing Net AssetsStatement that are not objected to by the Seller in a Notice of Disagreement during the applicable period shall be deemed to become final and binding upon the parties to the Agreement for purposes hereof. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by the Buyer in a timely manner pursuant to this Section 2.4(d), then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the Seller and the Buyer on the earlier of (A) the date the Seller and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm in accordance with this Section 2.4(d). During the thirty (30)-day period following the delivery of a Notice of Disagreement, the Seller and the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement (including the Buyer’s delivery to the Seller of any amended Closing Statement) and the matters so resolved in writing shall become final and binding upon the parties hereto. If at the end of such thirty (30)-day period the Seller and the Buyer have not resolved in writing all the matters specified in the Notice of Disagreement, the Seller and the Buyer shall submit to the Accounting Firm only matters that remain in dispute (such remaining items, the “Open Items”). The Net Assets Statement shall be prepared, Seller and the Closing Net Assets Buyer shall be calculated, in accordance with use reasonable efforts to cause the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records Accounting Firm to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller render a written notice of objection no later than decision resolving the Open Items within thirty (30) days after of the date on which Seller delivered receipt of such submission (the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets ObjectionDispute Resolution Period”). Failure by Buyer to deliver a Net Assets Objection within The scope of the thirty-day period will be deemed disputes to be Buyerresolved by the Accounting Firm with respect to the Open Items shall be limited to fixing mathematical errors and determining whether the Open Items were determined in accordance with the Balance Sheet Rules and the terms of this Agreement, and no other matters. The Accounting Firm’s acceptance decision shall be (x) based solely on written submissions by the Seller and the Buyer and their respective Representatives (and it shall not permit or authorize discovery or hear testimony) and not by independent review, (y) made strictly in accordance with the Balance Sheet Rules and the terms of this Agreement taking into account all of the Net Assets Statement as parties’ written submissions and (z) final and binding on all of the parties hereto absent manifest error. For the avoidance of doubt, with respect to the foregoing clause (x), each party may submit any information it reasonably believes to be relevant to the calculation of the Final Net Assets Purchase Price in accordance to this Agreement including supporting documentation for its interpretation or application of the Balance Sheet Rules and adjustments to its previous calculation of or values assigned to any Open Item, which may be different than those included in the Pre-Closing Statement, Closing Statement, Notice of Disagreement or discussions related thereto. The Parties Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party (after taking into account all adjustments made by the parties during the Dispute Resolution Period) or smaller than the smallest value for such item claimed by either party (after taking into account all adjustments made by the parties during the Dispute Resolution Period). The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.4(d) shall attempt be borne pro rata as between the Seller, on the one hand, and the Buyer, on the other hand, in good faith proportion to reach agreement resolving all disputes set forth the final allocation made by such Accounting Firm of the disputed items weighted in relation to the Net Assets Objection within sixty (60) days after its delivery. In claims made by the event Seller and the Buyer, such that the Parties are unable to resolve an Objection within prevailing party pays the sixty-day periodlesser proportion of such fees, the parties shall follow the arbitration procedures set forth in Section 3.3costs and expenses. (ce) As used hereinUpon the Final Closing Cash, the term Final Closing Indebtedness, the Final Transaction Expenses and the Final Working Capital becoming final and binding on the parties hereto in accordance with Section 2.4(d), the Estimated Purchase Price shall be increased (any such increase, the “Final Net Assets Statement” means Seller Adjustment Amount”) by the sum of (i) the Net Assets Statement amount, if any, that the Final Closing Cash exceeds the Estimated Closing Cash, (ii) the amount, if any, that the Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, (iii) the amount, if any, that the Estimated Transaction Expenses exceeds the Final Transaction Expenses, and (iv) the amount, if any, that the Final Working Capital exceeds the Estimated Working Capital. The Estimated Purchase Price shall be decreased (any such decrease, the “Buyer does not deliver a Net Assets Objection Adjustment Amount”) by the sum of (i) the amount, if any, that the Estimated Closing Cash exceeds the Final Closing Cash, (ii) the amount, if any, that the Final Closing Indebtedness exceeds the Estimated Closing Indebtedness, (iii) the amount, if any, that the Final Transaction Expenses exceeds the Estimated Transaction Expenses, and (iv) the amount, if any, that the Estimated Working Capital exceeds the Final Working Capital. The Estimated Purchase Price adjusted in accordance with this Section 3.2(b2.4(e) shall be the “Final Purchase Price”. Upon the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement, the Purchase Price Adjustment Escrow Amount shall be available to satisfy any payment obligations of the Seller pursuant to this Section 2.4(e). (f) Within five (5) Business Days after the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital become final and binding on the parties hereto, the following payments shall be made, as applicable: (i) If the Seller Adjustment Amount exceeds the Buyer Adjustment Amount, then: (A) the Buyer shall make payment by wire transfer of immediately available funds to Holdco in the amount of any such excess; and (B) the Buyer and the Seller shall submit a Joint Certificate to the Escrow Agent instructing the Escrow Agent to release to Holdco the Purchase Price Adjustment Escrow Amount. (ii) if If the Buyer timely gives Adjustment Amount exceeds the Seller Adjustment Amount, then the Buyer and the Seller shall submit a Net Assets Objection Joint Certificate to the Escrow Agent instructing the Escrow Agent to release and all deliver to the Buyer an amount equal to such excess, out of the disputed items are resolved by mutual agreement Purchase Price Adjustment Account; provided, however, that in the event such excess is: (A) less than or equal to the Purchase Price Adjustment Escrow Amount, then the Buyer and the Seller shall submit a Joint Certificate to the Escrow Agent instructing the Escrow Agent to release to Holdco any remaining funds contained in the Purchase Price Adjustment Account (after payment of the Partiesamount released to the Buyer pursuant to Section 2.4(f)(ii)); and (B) greater than the Purchase Price Adjustment Escrow Amount, then the Net Assets Statement, as amended, if necessary, Seller shall make payment by wire transfer of immediately available funds to reflect the Buyer in the amount that such resolution of all disputes; or excess exceeds the Purchase Price Adjustment Escrow Amount. (iii) if Each of the parties hereto acknowledges and agrees that the adjustment provisions set forth in this Section 2.4 shall be the sole and exclusive remedy of the Buyer and the Seller with respect to (A) determining whether or not any disputed items are submitted adjustment would be made to the Arbitrator for resolutionEstimated Purchase Price pursuant to this Section 2.4 (whether or not any such adjustment was, in fact, made), (B) determining the Net Assets Statement, as amended, if necessary, to reflect any resolution amount of any disputes by agreement such adjustment or (C) any other claims relating to any of the Parties and components of the resolution Working Capital (in lieu of all other disputes claims). (g) No actions taken by the ArbitratorBuyer on its own behalf or on behalf of the Company or the Company Subsidiaries following the Closing Date shall be given effect for purposes of determining the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, or the Final Working Capital. During the period of time from and after the Closing Date through the determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital and payment of the difference between the Seller Adjustment Amount and the Buyer Adjustment Amount in accordance with this Section 2.4, the Buyer shall, and shall cause the Company, the Company Subsidiaries and the Buyer’s other Affiliates to, afford to the Seller and its Affiliates and Representatives (including any accountants, counsel or financial advisers retained by the Seller in connection with the review of the Closing Statement), direct access, during normal business hours upon reasonable advance notice and by appointment, to Representatives (including accountants) of the Buyer or its Affiliates as applicable, with reasonable knowledge of the properties, books, Contracts, personnel, and records of the Company, the Company Subsidiaries and such Representatives (including the work papers of any accountants subject to the execution of customary work paper access letters), in each case, only to the extent relevant to the review of the Closing Statement by the Seller; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company or any Company Subsidiary.

Purchase Price Adjustment. (a) Within thirty (30) 90 days after the Closing Date, Seller VitalWorks shall prepare and deliver to Buyer Purchaser a statement (balance sheet reflecting only the “Net Purchased Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Assumed Liabilities as of the Closing Date (the "Closing Date Balance Sheet"), prepared in accordance with the same accounting principles, policies and practices that were used in the preparation of the June 30 Pro Forma Statement (as determined through defined in Section 5.5), together with a physical inventory conducted by Seller on or before statement of the fifth day following Working Capital of the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory Business as of the Closing DateDate (the "Working Capital Statement"). Buyer or its representatives Purchaser shall have the right to observe the physical inventory and shall have full provide VitalWorks with access to all books the books, records, and records with respect personnel of the Business necessary for VitalWorks to prepare the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)Closing Date Balance Sheet and Working Capital Statement. (b) If Buyer reasonably believes Purchaser may dispute the amounts reflected on the line items of the Closing Date Balance Sheet and Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an entry contained on such Closing Date Balance Sheet or Working Capital Statement is based on facts or occurrences arising between the Net Assets date of the June 30 Pro Forma Statement contains errors and the date of the Closing Date Balance Sheet; (ii) on the basis that a Disputed Item does not reflect, or has not been prepared made in accordance a manner consistent with, the provisions of this Agreement; and (iii) to the extent the amount disputed with respect to any one Disputed Item exceeds $25,000 and all such allowable Disputed Items exceed $100,000 in the Agreed Proceduresaggregate; provided, Buyer may deliver to Seller a written notice however, Purchaser shall notify VitalWorks in writing of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyereach Disputed Item, which notice shall and specify the nature of each amount thereof in dispute and the specific basis therefor (therefor, within 60 days after receipt of the Closing Date Balance Sheet and Working Capital Statement. The failure by Purchaser to provide a “Net Assets Objection”). Failure by Buyer notice of Disputed Items to deliver a Net Assets Objection VitalWorks within the thirtysuch 60-day period will be deemed to be Buyer’s constitute Purchaser's acceptance of all the Net Assets Statement as items in the Final Net Assets Closing Date Balance Sheet and Working Capital Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth Any item in the Net Assets Objection within sixty (Closing Date Balance Sheet and Working Capital Statement which is not a Disputed Item shall constitute Purchaser's acceptance of such items after the 60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) If a notice of Disputed Items shall be timely delivered pursuant to subclause (b) above, VitalWorks and Purchaser shall, during the 10 Business Days following the date of such delivery (the "Resolution Period"), negotiate in good faith to resolve the Disputed Items. If, during such Resolution Period the parties are unable to reach agreement, VitalWorks and Purchaser shall refer all unresolved Disputed Items to Deloitte & Touche LLP, or any other independent accounting firm as VitalWorks and Purchaser shall mutually agree upon (the "Independent Accountant"). To the extent practical, the Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 15 Business Days after its engagement by VitalWorks and Purchaser to resolve such Disputed Items, which determination shall be made in accordance with the rules set forth in this Section 2.7. The Independent Accountant shall deliver to VitalWorks and Purchaser, within such 15-Business-Day period, a report setting forth its adjustments, if any, to the Closing Date Balance Sheet and/or the Working Capital Statement and the calculations supporting such adjustments. Such report shall be final, binding on the parties and conclusive. VitalWorks and Purchaser shall each pay one-half of all the costs incurred in connection with the engagement of the Independent Accountant. As used herein, the term “"Final Net Assets Statement” means Working Capital" shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the Net Assets period provided in subclause (b) above, Working Capital of the Business as shown in the Working Capital Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b)as prepared by VitalWorks; or (ii) if Buyer timely gives such a Net Assets Objection and all notice of Disputed Items is delivered by Purchaser, either (x) Working Capital of the disputed items are resolved Business as agreed to in writing by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputesVitalWorks and Purchaser; or (iiiy) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement Working Capital of the Parties and the resolution of all other disputes Business as adjusted by the ArbitratorIndependent Accountant's calculation delivered pursuant to this subclause (c).

Purchase Price Adjustment. (a) Within thirty one hundred twenty (30120) days after the Closing DateClosing, Seller Buyer, at its expense, shall prepare and cause KPMG Peat Marwick LLP to deliver to Buyer a statement the Sellers an audited balance sheet and related statements of income, retained earnings and cash flows for USTC's fiscal year ended December 31, 1997 (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves"1997 Financial Statements"), Business-related prepaids, Inventory (net and for the portion of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business USTC's 1998 fiscal year ending on the Closing Date (“the "Closing Net Assets”Date Financial Statements"). The Net Assets Statement , all of which financial statements shall be prepared, and the Closing Net Assets shall be calculated, prepared in accordance with the agreed procedures and generally accepted accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) principles and the net book value rules and regulations of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities Securities Exchange Commission applicable to financial reporting of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(apublic companies ("GAAP"). (b) If Buyer reasonably believes that The Sellers shall have forty-five (45) days from delivery of the Net Assets Statement contains errors or has not been prepared in accordance with 1997 Financial Statements and the Agreed ProceduresClosing Date Financial Statements (collectively, Buyer may deliver the "Financial Statements") to Seller a raise any objection thereto by delivery of joint written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt setting forth such objections in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryreasonable detail. In the event that the Parties are unable Sellers shall fail to resolve an Objection so deliver such written objections with respect to any of the Financial Statements within the sixtysuch 45-day period, then any such Financial Statements in respect of which no such objection is so delivered shall be deemed final and binding on the parties parties. In the event that any such objections are so delivered, Buyer and Sellers' Rep shall follow attempt, in good faith, to resolve such objections and, if unable to do so within fifteen (15) days of delivery of such objections, shall, within five (5) business days thereafter designate a nationally recognized firm of independent public accountants, mutually satisfactory to Buyer and Sellers' Rep (the arbitration procedures set forth in Section 3.3. (c) As used herein"Independent Accountants"). In the event that Buyer and Sellers' Rep are unable to agree on the Independent Accountants within such 5-business day period, the term “Final Net Assets Statement” means Independent Accountants shall be designated jointly by the independent accountants of Buyer and USTC within three (i3) business days thereafter. The Independent Accountants shall resolve all remaining objections to the Net Assets Statement if Buyer does not deliver a Net Assets Objection Financial Statements made by the Sellers in accordance with Section 3.2(b); herewith within forty-five (ii45) if Buyer timely gives a Net Assets Objection and all days from their date of the disputed items are resolved by mutual agreement designation. The determination of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.the

Purchase Price Adjustment. (a) Within thirty (30) days after Except to the Closing Dateextent accounted for in the adjustments to the Cash Consideration and Share Consideration made under Section 2.3(b), Seller shall prepare the Base Purchase Price reflects and deliver to Buyer a statement (the “Net Assets Statement”) setting forth Parties agree and covenant that (i) Buyer shall be entitled to the sum value of all production of Hydrocarbons from or attributable to the Accounts Receivable Properties from and after the Effective Time (net of reservesand all products and proceeds attributable thereto), Business-related prepaidsand to all other income, Inventory (net of reserves) and Equipment and the cashproceeds, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expensesreceipts, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records credits earned with respect to the InventoryTarget Interests at or after the Effective Time, and (ii) Seller shall be entitled to the value of all production of Hydrocarbons from or attributable to the Properties prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts, and credits earned with respect to the Target Interests prior to the Effective Time. For illustration purposes“Earned” and “incurred,” as used in this Agreement, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared shall be interpreted in accordance with the Agreed ProceduresGAAP and ▇▇▇▇▇ Standards. For purposes of allocating production (and accounts receivable with respect thereto), Buyer may deliver to Seller a written notice of objection no later than thirty under this Section 2.3(a), (30A) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice liquid Hydrocarbons shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of “from or attributable to” the Net Assets Statement as Leases, Units, and ▇▇▇▇▇ when they pass through the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in pipeline connecting into the Net Assets Objection within sixty (60) days after its delivery. In storage facilities into which they are transported from the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes lands covered by the Arbitratorapplicable Lease, Unit, or Well, or if there are no storage facilities, when they pass through the lease automatic custody transfer (“LACT”) meter or similar meter at the entry point into the pipelines through which they are transported from such lands, and (B) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units, and ▇▇▇▇▇ when they pass through the delivery point sales meters, custody transfer meters, or other gas flow or volume meters at the entry point into the pipelines through which they are transported from such lands. Seller shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings (including gas production meters or sales meters) or gauging and strapping data is not available.

Purchase Price Adjustment. (a) Within thirty No later than the 10th Business Day following May 31, 2007 (30) days after the Closing Date"DETERMINATION DATE"), Seller shall Buyer will prepare and deliver to Buyer the Sellers a statement (the “Net Assets Statement”) setting forth (i) the sum of Working Capital of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Business as of the Closing Date as determined through (the "CLOSING STATEMENT OF WORKING CAPITAL"), a physical inventory conducted by Seller on or before statement of the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory Excluded Receivables as of the Closing DateDate (the "CLOSING STATEMENT OF EXCLUDED RECEIVABLES") and a balance sheet of the Business as of the Closing Date (the "CLOSING DATE BALANCE SHEET", and together with the Closing Statement of Working Capital and the Closing Statement of Excluded Receivables, the "CLOSING STATEMENTS"). Buyer or Parent and its representatives shall accountant, in the name and on behalf of Sellers, will have the right to observe participate in the physical inventory preparation of the Closing Statements, including by having the right to consult with Buyer concerning the method of presentation and shall have full access to all books formulation of the Closing Statements, and records Buyer will consider in good faith the comments of Parent with respect thereto; PROVIDED, HOWEVER, that, notwithstanding anything herein to the Inventorycontrary, but without in any way limiting or affecting Sellers' or Parent's right to object as provided in Section 3.3(c), Buyer will have sole and final control over the preparation of and amounts set forth in the Closing Statements to be delivered to Sellers as provided in the first sentence of this Section 3.3(a). For illustration The Closing Date Balance Sheet will consist of the assets and liabilities transferred to Buyer pursuant to this Agreement. The Closing Statement of Working Capital will be derived from the Closing Date Balance Sheet, present Closing Date Working Capital in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3, be presented in substantially the form of SCHEDULE 3.3 and include only those assets and liabilities transferred to Buyer hereunder. The Closing Statement of Working Capital and Closing Date Balance Sheet will be prepared in accordance with Mexican FIS and the accounting principles used in the preparation of the Financial Statements and Interim Statements, including those set forth on SCHEDULE 3.3, applied on a basis consistent with the preparation of the Financial Statements and Interim Statements except as otherwise provided on SCHEDULE 3.3, and in accordance with any other methodologies set forth on SCHEDULE 3.3. The Closing Statement of Excluded Receivables will present Closing Date Excluded Receivables in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3 and be prepared in accordance with Mexican FIS and the accounting principles used in the preparation of the Financial Statements and the Interim Financial Statements on a basis consistent with the preparation of the Financial Statements and the Interim Financial Statements and otherwise consistent with the calculation of the Closing Excluded Net Receivables in accordance with Section 3.2(a). All calculations under this Section 3.3 will be in Mexican pesos and converted to United States dollars as of the Closing Date based upon the average of the noon buying rates in New York City for cable transfers payable in Mexican pesos, as certified by the Federal Reserve Bank of New York for customs purposes, a Net Assets Statement as for each of June 30, 2011 is included in Schedule 3.2(a)the 20 Business Days immediately preceding the Closing Date. (b) If Parent will notify Buyer reasonably believes that in writing of any objection to the Net Assets calculation of the Closing Statement contains errors of Working Capital, the Closing Statement of Excluded Receivables or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver Closing Date Balance Sheet no later than 30 days after Buyer's delivery of the Closing Statements to Seller a written Parent. Such notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall will specify the nature of each dispute in reasonable detail such items that Parent believes are not calculated properly and the basis therefor (a “Net Assets Objection”)reasons therefor. Failure by Buyer to deliver a Net Assets Objection within the thirty-day period and Parent will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt negotiate in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryresolve such disputed items. In the event that Buyer and Parent shall not have resolved all such items in writing within 30 days after such notice of objection, such parties will forthwith jointly submit all unresolved disputed items to the Parties are unable Mexican affiliate of KPMG International or, if the Mexican affiliate of KPMG International is not willing or able to resolve an Objection undertake such engagement, the Mexican affiliate of Ernst & Young, or, if the Mexican affiliate of Ernst & Young is not willing or able to undertake such engagement, a mutually acceptable internationally recognized firm of independent public accountants that has no current (or, within the sixty-day periodtwo years prior to the Closing Date, past) material audit relationship with any party hereto) (the "ACCOUNTANT") for resolution. The Accountant will, within 30 days after such submission, make a determination of those disputed items in accordance with this Agreement. The decision of the Accountant will be delivered in a written report addressed to Buyer and Parent and will be binding and conclusive upon the parties shall follow hereto. The costs and fees of the arbitration procedures set forth in Section 3.3Accountant will be borne one-half by Buyer and one-half by Parent. (c) As used hereinThe Working Capital set forth in the Closing Statement of Working Capital (as adjusted, if a proper notice of objection is received in accordance with Section 3.3(b), by the term “Final Net Assets Statement” means written agreement of Parent and Buyer and/or the written report prepared by the Accountant in accordance with Section 3.3(b)) is referred to as the "CLOSING DATE WORKING CAPITAL", and the Excluded Receivables set forth in the Closing Statement of Excluded Receivables (as adjusted, if a proper notice of objection is received in accordance with Section 3.3(b), by the written agreement of Parent and Buyer and/or the written report prepared by the Accountant in accordance with Section 3.3(b)) is referred to as the "CLOSING DATE EXCLUDED RECEIVABLES." (i) If the Closing Date Working Capital is less than the difference between (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos, the Initial Purchase Price will be reduced by the aggregate amount of the difference between the Target Working Capital and the Closing Date Working Capital. If the Closing Date Working Capital is greater than the sum of (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos, the Initial Purchase Price will be increased by the aggregate amount of the difference between the Closing Date Working Capital and the Target Working Capital. If the Closing Date Working Capital is at least equal to the difference between (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos but less than or equal to the sum of (A) the Target Working Capital and (B) 5,000,000 Mexican pesos, the Initial Purchase Price will not be adjusted pursuant to this Section 3.3(d)(i). (ii) If the Closing Date Excluded Receivables is less than the Closing Excluded Net Assets Statement if Buyer does Receivables, the Initial Purchase Price will be increased by the aggregate amount of the difference between the Closing Excluded Net Receivables and the Closing Date Excluded Receivables. If the Closing Date Excluded Receivables is greater than the Closing Excluded Net Receivables, the Initial Purchase Price will be reduced by the aggregate amount of the difference between the Closing Date Excluded Receivables and the Closing Excluded Net Receivables. If the Closing Date Excluded Receivables is equal to the Closing Excluded Net Receivables, the Initial Purchase Price will not deliver a Net Assets Objection be adjusted pursuant to this Section 3.3(d)(ii). (iii) The aggregate amount of the reduction to the Initial Purchase Price in accordance with this Section 3.2(b3.3(d) (taking into account the net effect of any increases or reductions in the Initial Purchase Price pursuant to Section 3.3(d)(i) and Section 3.3(d)(ii)), if any, is referred to herein as the "SHORTFALL", and the aggregate amount of the increase in the Initial Purchase Price in accordance with this Section 3.3(d), if any, is referred to as the "OVERAGE". (e) Notwithstanding the foregoing: (i) if the Initial Purchase Price is reduced as provided in Section 3.3(d), then (A) if the Shortfall is less than or equal to the Receivables Holdback, Buyer will (1) pay Parent, on behalf of Sellers, an amount equal to the difference, if any, between the Receivables Holdback and the Shortfall and (2) retain from the Receivables Holdback an amount, if any, equal to the difference between the Receivables Holdback and the amount referred to in the immediately preceding clause (1); and (B) if the Shortfall is greater than the Receivables Holdback, Buyer will (1) retain the Receivables Holdback and (2) Parent, on behalf of Sellers, will pay Buyer an amount equal to the difference between the Shortfall and the Receivables Holdback; and (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of Initial Purchase Price is increased or if there is no adjustment to the PartiesInitial Purchase Price, the Net Assets Statementin each case, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.provided in Section

Purchase Price Adjustment. Notwithstanding the foregoing, the Purchase Price shall be adjusted by an amount equal to 60% of the difference between (a) Within thirty (30) days after the net tangible asset value of the Company as of the Closing Date, Seller and (b) $3,300,000. Net tangible asset value is defined as total assets minus total liabilities minus intangible assets, calculated in accordance with Generally Accepted Accounting Principles (“NTAV”). Any shortfall from the $3,300,000 shall prepare proportionately reduce the cash and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum stock components of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum Purchase Price. An amount equal to 10% of the Accounts Payable, reserve for Warranty Expenses, Purchase Price (cash and accounts payable and accrued expenses AGS Shares in equal value) shall be held in escrow pending determination of Iteris GmbH, in each case the NTAV of the Company as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement Date, which shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as calculated within 90 days of the Closing Date as determined through a physical inventory conducted by Seller on or before set forth below and distributed within five days after the fifth day date of such determination. (a) Not later than 60 days following the Closing Date, the results Purchaser shall prepare and deliver to the Sellers the NTAV calculation (the “NTAV Calculation”). Sellers shall have 30 days following the delivery of the NTAV Calculation (the “Review Period”) to review the NTAV Calculation. The NTAV Calculation shall be conclusive and binding upon the parties unless, within 10 days following the expiration of the Review Period, Sellers notify the Purchaser in writing (the “Objection Notice”) that the Sellers dispute any of the amounts set forth therein. The Objection Notice shall identify each item of the NTAV Calculation to which the Sellers object and describe the nature of such objection and the Sellers' calculation of such disputed item. (i) If the Sellers do not deliver an Objection Notice to Purchaser within the Review Period or (ii) following delivery of any Objection Notice to Purchaser on a timely basis in respect of which shall be adjusted from Buyer’s and Seller’s books and records the parties achieve resolution of any disputes set forth therein within the time period set forth in subsection (b) below, the NTAV Calculation (as amended to the extent necessary to reflect the Inventory resolution of such disputes), shall be conclusive and Iteris GmbH inventory as of binding on the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)parties. (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared Sellers deliver an Objection Notice to Purchaser, Purchaser and the Sellers shall during the 20 day period following receipt of such Objection Notice use commercially reasonable efforts to negotiate in good faith and reach agreement on each item of the NTAV Calculation disputed pursuant to the Objection Notice. If during such period, Purchaser and the Sellers are unable to reach agreement, they shall immediately refer any such unresolved items to an unrelated certified public accountant chosen mutually by the Purchaser and the Sellers (the “Unrelated Accountant”) for resolution in accordance with the Agreed Proceduresthis subsection (any such referred item, Buyer may deliver to Seller a written notice of objection “Disputed Item”). Promptly, but no later than thirty (30) 20 days after acceptance of his or her appointment as Unrelated Accountant, the date on which Seller delivered Unrelated Accountant shall determine those Disputed Items and shall render a written report as to the Net Assets Statement to Buyerresolution of the Disputed Items and the resulting computation of the final Purchase Price, which notice computation shall specify be conclusive and binding on the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliveryparties. In the event that course of the Parties are unable to resolve an Objection within the sixty-day periodUnrelated Accountant’s review, the parties shall follow may deliver written submissions to the arbitration procedures set forth in Section 3.3. (c) As used hereinUnrelated Accountant describing their respective positions. In resolving any Disputed Item, the term “Final Net Assets Statement” means (i) Unrelated Accountant shall be bound by the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with provisions of this Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all 2.3. Upon receipt of the disputed items are resolved by mutual agreement of the PartiesUnrelated Accountant’s written report, the Net Assets StatementNTAV Calculation, as amended, if necessary, modified to reflect the Unrelated Accountant’s determinations, shall be deemed accepted by, and such resolution of all disputes; or (iii) if any disputed items are submitted determinations shall be final and binding on, the Sellers and Purchaser and enforceable as an arbitration award pursuant to the Arbitrator for resolutionFederal Arbitration Act, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes 9 U.S.C. § 1-16. The Unrelated Accountant’s fees and expenses shall be borne by agreement of the Parties Purchaser and the resolution Sellers in such proportion as the Unrelated Accountant may determine and, in the absence of all other disputes by the Arbitratorsuch determination, equally.

Purchase Price Adjustment. (a) Within thirty (30) days after On the Closing Final Settlement Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth , (i) if the sum Purchaser Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Purchaser shall pay to the Seller the Purchaser Adjustment Amount, in the manner provided in clause (b) of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus this Section 3.01; and (ii) if the sum of Seller Adjustment Amount is greater than zero, as an adjustment to the Accounts PayableInitial Purchase Price, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbHthe Seller shall pay to the Purchaser the Seller Adjustment Amount, in each case as the manner provided in clause (c) of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)this Section 3.01. (b) If Buyer reasonably believes (i) Payment of the Purchaser Adjustment Amount, if any, shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made at least five scheduled Trading Days prior to the anticipated Expiration Date (as notified by Seller to Purchaser) and communicated to the Seller in writing; provided that the Net Assets Statement contains errors or Purchaser shall not have the right to elect payment in Payment Shares unless (A) the representations and warranties made by the Purchaser to the Seller in Section 5.01 (including without limitation, the representation and warranty in clause (b) thereof but excluding the representations made by the Purchaser in clauses (a), (g), (k) and (l) thereof) are true and correct as of the date the Purchaser makes such election, as if made on such date, and (B) the Purchaser has not been prepared in accordance with taken any action that would make unavailable either (x) the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures exemption set forth in Section 3.3. 4(2) of the Securities Act, for the sale of any Payment Shares by the Purchaser to the Seller or (cy) As used hereinan exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. If the Purchaser fails to make such election on or prior to such day, it shall be deemed to have elected settlement in cash. For the avoidance of doubt, upon the Purchaser’s making an election to deliver Payment Shares pursuant to this Section 3.01(b), the term “Final Net Assets Statement” means Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof (iother than those in clauses (a), (g), (k) and (l) thereof) as if made on the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all date of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the ArbitratorPurchaser’s election.

Purchase Price Adjustment. (a) Within thirty (30) days after Prior to the Closing Date, Seller the Buyer shall retain the Arbiter to prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves)deliver, Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, as promptly as practicable but in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day any event within 45 days following the Closing Date, to the results Seller and the Buyer an unaudited statement, substantially in the form of which Schedule 2.4, setting forth the current assets included in the Acquired Assets and the current liabilities included in the Assumed Liabilities as at the Closing Date (the "Closing Statement"). The Closing Statement shall be adjusted from Buyer’s prepared using the same accounting methods, policies, practices and Seller’s books procedures, with consistent classification, judgments, and records estimation methodology, as used in the preparation of the Reference Balance Sheet, except that the Closing Statement shall not include (i) any current Tax assets or any current Tax liabilities or (ii) any LIFO reserve or any intercompany profit on inventory reserve, except to reflect the Inventory and Iteris GmbH inventory extent included on the balance sheet of the Seller as at October 31, 2000. Notwithstanding anything contained herein to the contrary, for purposes of the Closing Date. Buyer or its representatives shall have the right to observe the physical Statement, , storeroom inventory and spare parts will be determined on the day immediately preceding the Closing Date and all inventory shall have full access to all books and records be valued at the invoice cost of raw materials plus manufacturing costs with respect to the Inventory. For illustration purposesthereto, a Net Assets Statement as of June 30, 2011 is included determined in Schedule 3.2(a)accordance with U.S. GAAP. (b) If The Closing Statement delivered by the Arbiter to the Buyer reasonably believes that and the Net Assets Statement contains errors or has not been prepared Seller shall be conclusive and binding upon the Parties, absent manifest error. The fees, costs and expenses of the Arbiter shall be borne equally by the Buyer and the Seller. The Buyer and the Seller shall make available to the Arbiter their respective work papers generated in accordance connection with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance preparation or review of the Net Assets Statement as the Final Net Assets Closing Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used hereinIf the Final Amount exceeds the Preliminary Amount, the term “Final Net Assets Statement” means (i) Buyer shall pay to the Net Assets Statement if Buyer does not deliver a Net Assets Objection Seller the dollar amount of the Purchase Price Adjustment in accordance with the provisions of paragraph (d) of this Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator2.

Purchase Price Adjustment. (a) Within thirty (30) 90 days after the Closing Date, Seller J&J shall prepare and deliver to Buyer a Purchaser an unaudited statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Inventories as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be preparedDate, and the Closing Net Assets shall be calculated, determined in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) methodologies used to determine the Inventories Target, whether or not doing so is in accordance with GAAP (the “Agreed Procedures”"Inventories Statement"). Any Inventory that (i) exceeds a six-month supply, as measured on the basis of sales by SKU, (ii) has an expiration date within 18 months of the Closing Date, (iii) is for promotions that have terminated, (iv) consists of discontinued Products or SKUs or (v) is not of a good and merchantable quality shall be disregarded for purposes of preparing the Inventories Statement. Purchaser shall provide J&J, and any Person designated by J&J, with access to its properties and the net book value books and records of the Inventory and Iteris GmbH inventory Business constituting Purchased Assets as may reasonably be requested by J&J to prepare the Inventories Statement. On or promptly after the Closing Date, J&J shall be computed based upon conduct a physical count of the quantities of Inventory and Iteris GmbH inventory on hand Inventories as of the Closing Date as determined through a in connection with the preparation of the Inventories Statement. It is understood and agreed that Purchaser and its auditors shall be permitted to attend such physical inventory count conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a).J&J. (b) If Buyer reasonably believes During the 60-day period following Purchaser's receipt of the Inventories Statement, Purchaser and its auditors shall be permitted to review the working papers of J&J and its auditors relating to the Inventories Statement. Purchaser may dispute the amounts or items reflected on or omitted from the Inventories Statement (each, a "Disputed Item"), but only on the basis that the Net Assets Inventories Statement contains errors does not reflect, or has not been prepared in accordance with a manner consistent with, the Agreed Proceduresprovisions of this Agreement or otherwise contains a mathematical or factual error; provided, Buyer may deliver to Seller a written notice however, that Purchaser shall notify J&J in writing of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyereach Disputed Item, which notice shall and specify the nature of each amounts thereof in dispute and the specific basis therefor (therefor, within 60 days after receipt of the Inventories Statement. The failure by Purchaser to provide a “Net Assets Objection”). Failure by Buyer notice of Disputed Items to deliver a Net Assets Objection J&J within the thirtysuch 60-day period will be deemed with respect to be Buyer’s any items reflected on the Inventories Statement shall constitute Purchaser's acceptance of all such items reflected on the Net Assets Statement as the Final Net Assets Inventories Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) If a notice of Disputed Items shall be timely delivered pursuant to Section 2.7(b), J&J and Purchaser shall, during the 20 Business Days following the date of such delivery (the "Resolution Period"), negotiate to resolve the Disputed Items. If during the Resolution Period the parties are unable to reach agreement, J&J and Purchaser shall refer all unresolved Disputed Items to Ernst & Young LLP, or any other independent accounting firm as J&J and Purchaser shall mutually agree upon (the "Independent Accountant"). Such reference shall be made within 10 days of termination of the Resolution Period, whereupon the Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 30 days after the reference, which determination shall be made in accordance with this Section 2.7. The Independent Accountant shall deliver to J&J and Purchaser, within such 30-day period, a report setting forth its adjustments, if any, to the Inventories Statement and the calculations supporting such adjustments. Such report shall be final, binding on the parties and conclusive. J&J and Purchaser shall each pay one-half of all the costs incurred in connection with the engagement of the Independent Accountant. As used herein, the term “"Final Net Assets Statement” means Inventories" shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the Net Assets period provided in Section 2.7(b), Inventories as shown on the Inventories Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); as prepared by J&J or (ii) if Buyer timely gives such a Net Assets Objection notice of Disputed Items is delivered by Purchaser, either (x) Inventories as agreed to in writing by J&J and all Purchaser or (y) Inventories as shown in the Independent Accountant's calculation delivered pursuant to this Section 2.7(c). The parties acknowledge that they have discussed their past contacts, if any, with the Independent Accountant, and that neither party shall have the right to object to the Independent Accountant's service in such role by reason of non-disclosure of past contacts, conflicts of interest, or any other reason. The scope of the disputed items are disputes to be resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted Independent Accountant shall be limited to the Arbitrator for resolutionunresolved Disputed Items, and the Net Assets StatementIndependent Accountant is not to make any other determination. Any determinations by the Independent Accountant, as amendedand any work or analyses performed by the Independent Accountant, if necessary, to reflect any in connection with its resolution of any disputes by agreement of dispute under this Section 2.7 shall not be admissible in evidence in any suit, action or proceeding between the Parties and parties, other than to the resolution of all other disputes by the Arbitratorextent necessary to enforce payment obligations under this Section 2.7(c).

Purchase Price Adjustment. (a) Within thirty (30) days after Subject to the Closing Dateadjustments set forth in Section 2.3 and Section 2.8 of this Agreement, Seller shall prepare and deliver to Buyer a statement the aggregate purchase price (the “Net Assets Statement”"Purchase Price") setting forth (i) for the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) Transferred Interests is $102,000,000 (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the "Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(aPayment"). (b) If Buyer reasonably believes that As promptly as practicable, but no more than 90 calendar days following the Net Assets Statement contains errors or has not been Closing Date, Seller will cause to be prepared and delivered to Purchaser (i) the balance sheet of the Business as of the Closing Date relating to the selected line items set forth in Section 2.3(b) of the Seller Disclosure Schedule (the "Selected Items Balance Sheet"), which, except as set forth in Section 2.3(b) of the Seller Disclosure Schedule, shall be prepared in accordance with the Agreed Procedures2002 Pro Forma Balance Sheet and with Australian GAAP applied on a basis consistent with the preparation of the 2002 Pro Forma Balance Sheet; and (ii) a certificate signed by a senior officer of Seller (the "Statement of Selected Assets"), Buyer may deliver to Seller a written notice setting forth the net assets of objection no later than thirty the selected line items of the Business as of the Closing Date (30"Selected Net Assets"), together with supporting calculations (the "Adjustment Certificate"). (c) Purchaser shall have 20 days after from the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute Selected Items Balance Sheet and the basis therefor Adjustment Certificate are delivered to it to review such documents (a “Net Assets Objection”the "Review Period"). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt Purchaser may in good faith to reach agreement resolving all disputes set forth dispute any amount reflected in the Net Assets Objection within sixty Selected Items Balance Sheet on or prior to the last day of the Review Period by delivering a notice to Seller setting forth, in reasonable detail, the basis for such dispute (60) days after its deliverythe "Dispute Notice"). If no Dispute Notice is received by Purchaser on or prior to the last day of the Review Period, the Selected Items Balance Sheet and the Adjustment Certificate shall be deemed accepted by Purchaser and shall be final and binding. In the event that Purchaser delivers a Dispute Notice to Seller, Purchaser will promptly thereafter pay to Seller any undisputed portion of the Parties are unable amount that would be payable pursuant to resolve Section 2.3(f), with interest on such amount as provided in Section 2.3(g). All payments made by Purchaser pursuant to the preceding sentence shall be made by wire transfer of immediately available funds to an Objection within account or accounts designated by Seller for such purpose. (d) For 15 days after receipt of a Dispute Notice (or such longer period as the sixty-day periodparties may agree) (the "Resolution Period"), the parties shall follow the arbitration procedures set forth endeavor in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved good faith to resolve by mutual agreement of their differences concerning any amounts in dispute in the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect Dispute Notice and any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.them as

Purchase Price Adjustment. (a) Within thirty ninety (3090) days after the Closing Date, Seller Pfizer shall prepare and deliver to Buyer Purchaser a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum Working Capital of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Business as of the Closing Date as determined through a physical inventory conducted by Seller on or before (the fifth day following the Closing Date, the results of which "Working Capital Statement"). The Working Capital Statement shall be adjusted from Buyer’s unaudited and Seller’s books and records to reflect shall state the Inventory and Iteris GmbH inventory Working Capital of the Business as of the Closing Date, calculated using the spot exchange rates for the appropriate currencies as published in the Wall Street Journal, Eastern Edition, on the Closing Date taking into account any transfers made pursuant to Section 2.3(c) and the settlement of any 42 Liabilities referred to in Section 2.6(e) after the Closing Date, which for the purposes of the Working Capital Statement shall be deemed to have been settled on the Closing Date at the amount settled. Buyer or its representatives Purchaser shall have the right to observe the physical inventory and shall have full provide Pfizer with access to all books the books, records, and records with respect personnel of the Business necessary for Pfizer to prepare the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)Working Capital Statement. (b) If Buyer reasonably believes Purchaser may dispute the amounts reflected on the line items of the Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an entry contained on such Working Capital Statement is based on facts or occurrences arising solely between the Net Assets Statement contains errors date of the Financial Statements and the date of the Working Capital Statement, (ii) a Disputed Item does not reflect, or has not been prepared made in accordance a manner consistent with, the provisions of this Agreement, and (iii) to the extent the amount disputed with respect to all Disputed Items exceeds $2,750,000 in the Agreed Proceduresaggregate; provided, Buyer may deliver to Seller a written notice however, the Purchaser shall notify Pfizer in writing of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyereach Disputed Item, which notice shall and specify the nature of each amount thereof in dispute and the basis therefor therefor, within ninety (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance 90) days after receipt of the Net Assets Statement as the Final Net Assets Working Capital Statement. The Parties shall attempt in good faith failure by Purchaser to reach agreement resolving provide a notice of Disputed Items to Pfizer within such ninety (90) day period 43 will constitute Purchaser's acceptance of all disputes set forth the items in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3Working Capital Statement. (c) If a notice of Disputed Items shall be timely delivered pursuant to subclause (b) above, Pfizer and the Purchaser shall, during the ten (10) Business Days following the date of such delivery (the "Resolution Period"), negotiate in good faith to resolve the Disputed Items. If during such Resolution Period the parties are unable to reach agreement, Pfizer and the Purchaser shall refer all unresolved Disputed Items to PriceWaterhouseCoopers, or any other independent accounting firm as Pfizer and Purchaser shall mutually agree upon (the "Independent Accountant"). The Independent Accountant shall make a determination with respect to each unresolved Disputed Item within fifteen (15) days after its engagement by Pfizer and Purchaser to resolve such Disputed Items, which determination shall be made in accordance with the rules set forth in this Section 2.8. The Independent Accountant shall deliver to Pfizer and Purchaser, within such fifteen (15) day period, a report setting forth its adjustments, if any, to the Working Capital Statement and the calculations supporting such adjustments. Such report shall be final, binding on the parties and conclusive. Pfizer and Purchaser shall each pay 44 one-half of all the costs incurred in connection with the engagement of the Independent Accountant. As used herein, the term “"Final Net Assets Statement” means Working Capital" shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the Net Assets period provided in subclause (b) above, Working Capital of the Business as shown in the Working Capital Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); as prepared by Pfizer, or (ii) if Buyer timely gives such a Net Assets Objection and all notice of Disputed Items is delivered by Purchaser, either (x) Working Capital of the disputed items are resolved Business as agreed to in writing by mutual agreement Pfizer and Purchaser, (y) Working Capital of the Parties, Business as shown in the Net Assets Statement, Independent Accountant's calculation delivered pursuant to this subclause (c) provided that such calculation is at least $2,750,000 less than the amount shown in the Working Capital Statement as amended, if necessary, to reflect such resolution of all disputes; prepared by Pfizer or (iiiz) if any disputed items are submitted to such Independent Accountant's calculation is not at least $2,750,000 less than the Arbitrator for resolutionamount shown in the Working Capital Statement as prepared by Pfizer, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement Working Capital of the Parties and Business as shown in the resolution of all other disputes Working Capital Statement as prepared by the ArbitratorPfizer.

Purchase Price Adjustment. (a) Within thirty PREPARATION OF FINAL WORKING CAPITAL STATEMENT. As promptly as practicable following the Closing Date (30) but in no event later than 60 days after the Closing Date), Seller the Buyer shall prepare prepare, and deliver cause Ernst & Young LLP, the accountants of the Buyer (the "Buyer's Accountants"), to Buyer certify, a statement (the “Net Assets "Final Working Capital Statement”") setting forth (i) the sum computation of the Accounts Receivable Final Working Capital (net of reserves), Business-related prepaids, Inventory (net of reservesas defined below) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives , which statement shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance historical financials of the Net Assets Statement as Seller. For purposes of preparing the Final Net Assets Working Capital Statement. The Parties , "Final Working Capital" shall attempt mean working capital as determined in good faith to reach agreement resolving all disputes set forth in accordance with Chapter 3 of Accounting Research Bulletin 43 and other GAAP, consistently applied with the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day periodSeller's historical financials, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means and (i) specifically including the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); Seller's prepaid deposits to the extent such deposits have value and are recoverable, but specifically excluding security deposits on outstanding operating leases considered as other assets on the Seller's financial statements, (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Partiesspecifically excluding current liabilities included in Designated Debt, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolutionspecifically excluding prepaid expenses with no value on a going-forward basis, the Net Assets Statementand (iv) inventory shall be, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties Closing Date, good, usable and of merchantable quality. The Seller's inventory shall include no items, unless a reserve has been established with respect thereto on the resolution books of all the Seller, which are (A) over one year old, (B) in excess of one year's sales requirements, based on the Seller's historical sales to its continuing customers, (C) decorated or colored items (other disputes than white) for which the Seller has no customer purchase orders, or any item, or the matching component to any item, which has been discontinued in the Seller's product line or (D) discontinued by the ArbitratorSeller's customers for which there are no other current customers.

Purchase Price Adjustment. (a) Within thirty ninety (3090) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer Parent a statement (of Closing Working Capital and a statement of Closing Debt and the “Net Assets Statement”) setting forth (i) the sum balance sheet of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case Business as of the close of business on the Closing Date (collectively, the “Closing Net AssetsStatements”). The Net Assets Statement Closing Statements shall be preparedreviewed by KPMG LLP or, if KPMG LLP is unavailable, another accounting firm of recognized international standing upon which Parent and Buyer shall mutually agree (the “Closing Statement Firm”), with the cost of such review to be shared equally by Buyer and Parent, and the Closing Net Assets shall be calculated, prepared in accordance with the agreed procedures and accounting practices principles set forth on Schedule 3.2(a2.8(a) (the “Agreed ProceduresAccounting Principles”). The Closing Statements shall be accompanied by an agreed upon procedures report duly executed by the Closing Statement Firm. Parent and Buyer shall work together in good faith to agree within fifteen (15) and the net book value Business Days of the Inventory and Iteris GmbH inventory shall be computed based date hereof upon the quantities of Inventory and Iteris GmbH inventory on hand as procedures to be followed by the Closing Statement Firm in its review of the Closing Date as determined through a physical inventory conducted by Seller on or before Statements. During the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as preparation of the Closing Date. Statements by Buyer or its representatives shall have and the right to observe the physical inventory and shall have full access to all books and records period of any dispute with respect to the Inventory. For illustration purposesapplication of this Section 2.8, a Net Assets Statement as Parent shall, and shall cause the Subsidiary Sellers and their respective Affiliates to, (i) provide Buyer and Buyer’s accountants, advisors and other representatives with reasonable access during normal business hours to the Books and Records, properties and personnel of June 30Parent to the extent relevant to the preparation of the Closing Statements and (ii) assist Buyer and Buyer’s accountants, 2011 is included advisors and other representatives in Schedule 3.2(a)the preparation of the Closing Statements. (b) If Buyer reasonably believes that Parent may dispute the Net Assets amounts reflected on the line items of a Closing Statement contains (each, a “Disputed Item”), but only on the basis of (i) mathematical errors or has (ii) such Closing Statement not been prepared being calculated in accordance with Section 2.8; provided, however, that in each case Parent shall notify Buyer in writing of each Disputed Item, and specify in reasonable detail the Agreed Proceduresamount thereof in dispute and the basis therefor, Buyer may deliver to Seller a written notice of objection no later than within thirty (30) days after the date on which Seller delivered the Net Assets such Closing Statement has been received by Parent. The failure by Parent to Buyer, which provide a notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Disputed Items to Buyer to deliver a Net Assets Objection within the thirty-day such period will be deemed to be Buyerconstitute Parent’s final and binding acceptance of the Net Assets Statement as the Final Net Assets all items in such Closing Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used hereinIf a notice of Disputed Items shall be timely delivered pursuant to clause (b) above, Parent and Buyer shall, during the ten (10) Business Days following the date of such delivery (the “Resolution Period”), negotiate in good faith to resolve the Disputed Items. If, during the Resolution Period, the term parties reach an agreement, such agreement shall be evidenced in writing and such Closing Statement (as revised pursuant to such written agreement) shall become final and binding on the date of such agreement. If, during the Resolution Period, the parties are unable to reach agreement, Parent and Buyer shall refer all unresolved Disputed Items to BDO ▇▇▇▇▇▇▇ LLP or, if BDO ▇▇▇▇▇▇▇ LLP is unavailable, another independent accounting firm of recognized international standing upon which Parent and Buyer shall mutually agree (the “Final Net Assets Independent Accountant”). The Independent Accountant shall make a determination, acting as an expert and not as an arbitrator, with respect to unresolved Disputed Items within thirty (30) days after its engagement by Parent and Buyer, which determination shall be made in accordance with the rules set forth in this Section 2.8. In making such determinations, the Independent Accountant shall consider only the Disputed Items (and not any other items or amounts in such Closing Statement” means ), and shall resolve the amount of each Disputed Item within the range of difference between Buyer’s and Parent’s calculations of such item. The Independent Accountant shall deliver to Parent and Buyer, within such thirty (30) day period, a report setting forth (i) its adjustments, if any, to such Closing Statement and (ii) the Net Assets Statement calculations supporting such adjustments. Such report shall be final, conclusive and binding on the parties. Parent and Buyer shall share equally all costs incurred in connection with the engagement of the Independent Accountant. (d) If the Estimated Closing Working Capital exceeds the Final Closing Working Capital, or if Buyer does not deliver a Net Assets Objection the Final Closing Debt exceeds the Estimated Closing Debt, then Parent, for itself and as agent for the Subsidiary Sellers, shall pay to Buyer, for itself and as agent for the Affiliated Buyers, the amount of such shortfall in accordance with Section 3.2(bparagraph (e); (ii) . If the Final Closing Working Capital exceeds the Estimated Closing Working Capital, or if Buyer timely gives a Net Assets Objection the Estimated Closing Debt exceeds the Final Closing Debt, then Buyer, for itself and all as agent for the Affiliated Buyers, shall pay to Parent, for itself and as agent for the Subsidiary Sellers, the amount of the disputed items are resolved excess in accordance with paragraph (e). (e) All payments to be made under paragraph (d) will be paid by mutual agreement the party obligated to make such payment under this Section 2.8 (the “Paying Party”) to the other party (the “Receiving Party”), for itself and as agent for its Affiliates (as applicable), within ten (10) days after the determination of the Parties, the Net Assets Agreed Closing Statement, as amendedin dollars by wire transfer of immediately available funds, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted in accordance with written instructions given by the Receiving Party to the Arbitrator for resolutionPaying Party (which instructions shall be provided by the Receiving Party promptly, and no later than eight (8) days, after the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement determination of the Parties Agreed Closing Statement (or such later time as may be agreed by Parent and Buyer)), together with interest on such amount from the resolution Closing Date to the date of such payment, at a rate equal to the Interest Rate on the Closing Date. (f) For purposes of the preparation of the Closing Statements and determining amounts of payments to be made under Section 2.8(d), all amounts in a currency other disputes by than dollars shall be converted to dollars at the Arbitratorapplicable Bloomberg Currency Composite Rate (London (CMPL)) (or any successor thereto) at 6 p.m., London time, on the Business Day prior to the Closing Date, or such other date as Parent and Buyer may agree to be appropriate for the relevant calculation.

Purchase Price Adjustment. (a) Within thirty (30) 90 days after the Closing Date, Seller CBS shall at its expense prepare and deliver to Buyer Purchaser a statement of Working Capital (the “"Statement --------- of Working Capital") and a statement of Net Assets Statement”(the "Statement of Net ------------------ ---------------- Assets") setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date setting forth Working ------ Capital (“Closing as defined below), and Net Assets”Assets (as defined below), respectively, together with separate special-purpose reports of CBS's independent auditors to the effect that the Statement of Working Capital and the Statement of Net Assets have been prepared and audited in compliance with the requirements of this Section 2.5. The Statement of Working Capital and Statement of Net Assets Statement are collectively the "Statements." ---------- During the 60-day period following Purchaser's receipt of the Statements, Purchaser and its independent auditors shall be preparedpermitted to review and make copies reasonably required of the working papers of CBS and its independent auditors relating to the Statements and shall have reasonable access to CBS representatives and its independent auditors. The Statement of Working Capital shall become final and binding upon the parties on the 60/th/ day following delivery thereof, and unless Purchaser gives written notice of its disagreement with the Closing Net Assets Statement of Working Capital ("Notice of Disagreement") to ---------------------- CBS prior to such date. Any Notice of Disagreement shall be calculated(A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Working Capital not being calculated in accordance with this Section 2.5, (C) only include disagreements based on the agreed procedures and accounting practices Statement of Working Capital, (D) be accompanied by a signed written confirmation by Purchaser that it has complied with the covenants set forth on Schedule 3.2(ain Section 2.5(e), and (E) if Purchaser's independent auditors are engaged by Purchaser in connection with the preparation of the Notice of Disagreement, be accompanied by a written confirmation of Purchaser's independent auditors that they concur with each of the positions taken by Purchaser in the Notice of Disagreement. If a Notice of Disagreement complying with the preceding sentence is received by CBS in the period specified, then the Statement of Working Capital (the “Agreed Procedures”as revised in accordance with clause (I) and the net book value of the Inventory (II) below) shall become final and Iteris GmbH inventory shall be computed based binding upon the quantities parties on the earlier of Inventory (I) the date CBS and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall Purchaser resolve in writing any differences they have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventorymatters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). For illustration purposesDuring the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, a Net Assets Statement as CBS and Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of June 30Disagreement. During such period, 2011 is CBS and its independent auditors shall be permitted to review and make copies reasonably required of the working papers of Purchaser and shall have reasonable access to its representatives and its independent auditors, including their working papers and make copies reasonably required relating to the preparation of the Notice of Disagreement. If, at the end of such 60-day period, CBS and Purchaser have not so resolved such differences, CBS and Purchaser shall submit to an independent accounting firm (the "Accounting Firm") --------------- mutually acceptable to the parties for review and resolution any and all matters which remain in dispute and which were properly included in Schedule 3.2(a)the Notice of Disagreement. CBS and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. CBS and Purchaser agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne by CBS and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of CBS's independent auditors incurred in connection with the issuance of their special- purpose reportS relating to the Statements and review of any Notice of Disagreement shall be borne by CBS, and the fees and expenses of Purchaser's independent auditors incurred in connection with their review of the Statements shall be borne by Purchaser. (b) The Purchase Price shall be increased by the amount by which Working Capital exceeds the Target Amount (as defined below), and the Purchase Price shall be decreased by the amount by which Working Capital is less than the Target Amount (the Purchase Price as so increased or decreased shall hereinafter be referred to as the "Adjusted Purchase Price"). The Target Amount shall be ----------------------- $14,600,000. If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with Purchase Price is less than the Agreed ProceduresAdjusted Purchase Price, Buyer may deliver to Seller a written notice of objection no later Purchaser shall, and if the Purchase Price is greater than thirty (30) the Adjusted Purchase Price, CBS shall, within 10 business days after the date Statement of Working Capital becomes final and binding upon the parties, make payment to the other party by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at the three-month treasury ▇▇▇▇ rate (as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source) in effect on which Seller delivered the Net Assets Statement to BuyerClosing Date plus .25% (the "Rate"), which notice shall specify the nature of each dispute and ---- calculated on the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets actual number of days elapsed over 365, from the Closing Date to the date of actual payment, compounded annually. Notwithstanding the foregoing provisions of this Section 2.5, if the Statement as of Working Capital delivered by CBS pursuant to Section 2.5(a) and any Notice of Disagreement delivered by Purchaser pursuant to Section 2.5(a) both reflect a calculation of Working Capital that if correct would require a payment by the Final Net Assets Statement. The Parties same party, then within 10 days after delivery of the Notice of Disagreement that party shall attempt in good faith make a payment to reach agreement resolving all disputes set forth the other, in the Net Assets Objection within sixty (60) days after its delivery. In manner and with interest as provided elsewhere in this Section 2.5(b), in an amount equal to the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means lesser of (i) the Net Assets amount payable by that party pursuant to the calculation reflected in the Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); of Working Capital and (ii) if Buyer timely gives a Net Assets Objection the amount payable by that party pursuant to the calculation reflected in the Notice of Disagreement. Any amount paid pursuant to the preceding sentence shall be applied against, and all of the disputed items are resolved by mutual agreement of the Partiescorrespondingly reduce, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratoramount otherwise payable under this Section 2.5(b).

Purchase Price Adjustment. (a) Within thirty (30) days after Prior to the Closing Date, Seller shall prepare ▇▇▇▇▇▇ has prepared and deliver delivered to Buyer Purchaser a statement good faith estimate of its calculation of Working Capital (the “Net Assets StatementEstimated Working Capital”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of day immediately prior to the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of and which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed ProceduresAccounting Principles. (b) As soon as practicable, Buyer may but no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a written notice its calculation of objection no later than Working Capital (the “Closing Working Capital”), as of the close of business on the day immediately prior to the Closing Date. The Closing Working Capital shall be prepared in accordance with the books and records of the Business, in accordance with the Accounting Principles and using the same methodology used to determine the Estimated Working Capital. The Parties agree that the Accounting Principles set forth herein are not intended to permit the introduction of different standards, policies, practices, classifications, estimation methodologies, assumptions, or procedures for purposes of determining the Closing Working Capital or Final Working Capital. (c) Seller shall notify Purchaser within thirty (30) days after the date on which Seller delivered receives the Net Assets Statement Closing Working Capital if Seller has any objections to Buyerthe Closing Working Capital. If Seller does not notify Purchaser of any objections within such thirty (30) day period, which notice the calculation of Closing Working Capital shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyerthe “Final Working Capital”. If Seller does notify Purchaser of any objections within such thirty (30) day period, Seller and Purchaser shall use commercially reasonable efforts thereafter to promptly and mutually resolve all such objections. If Seller and Purchaser do not reach a final resolution of all such objections within thirty (30) days after delivery of Seller’s acceptance objections to the Closing Working Capital, either Seller or Purchaser may submit all unresolved objections to the Independent Accounting Firm. Any documents submitted by a Party to the Independent Accounting Firm, either unilaterally or at the Independent Accounting Firm’s request, shall be simultaneously submitted to the other Party. In resolving any submitted objection, the Independent Accounting Firm may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value claimed for such item by either Purchaser or Seller. The Independent Accounting Firm’s decision as to the Parties’ unresolved objections shall be rendered within forty-five (45) days after submittal. The determination of the Net Assets Statement as the Final Net Assets Statement. The Parties Independent Accounting Firm shall attempt in good faith to reach agreement resolving all disputes be set forth in writing and shall be conclusive and binding upon Purchaser and Seller. The Closing Working Capital shall be revised by Purchaser, as appropriate, to reflect the Net Assets Objection resolution of any such objections among the Parties or by the Independent Accounting Firm, and such revised Closing Working Capital shall be deemed to be the “Final Working Capital”. (d) As part of the calculation of the Estimated Working Capital and subject to the calculation of the Final Working Capital, Purchaser and Seller will identify the Company’s current and delinquent accounts receivable as of the close of business on the day immediately prior to the Closing Date. Current accounts receivable of the Company will be included as a current asset in the calculation of Working Capital and delinquent accounts receivable of the Company will not be included in the calculating of Working Capital. After the Closing Date on a weekly basis, Purchaser will cause the Company to pay Seller the amount of any delinquent accounts receivable that was collected by the Company during the preceding week and, if not collected and paid to Seller within sixty (60) 60 days after its delivery. the Closing Date, Purchaser will cause the Company to pay Seller the unpaid balance of any delinquent accounts receivable that Purchaser elects to retain and assign the remaining unpaid delinquent accounts receivable to Seller. (e) In the event that Purchaser or Seller submits any unresolved objections to the Parties are unable Closing Working Capital to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used Independent Accounting Firm for resolution as provided herein, Seller, on the term “Final Net Assets Statement” means one hand, and Purchaser, on the other hand, shall share responsibility for the fees and expenses of the Independent Accounting Firm as follows: (i) if the Net Assets Statement if Buyer does not deliver a Net Assets Objection Independent Accounting Firm resolves all of the unresolved objections in accordance with Section 3.2(b)favor of Seller, Purchaser shall be responsible for all of the fees and expenses of the Independent Accounting Firm; (ii) if Buyer timely gives a Net Assets Objection and the Independent Accounting Firm resolves all of the disputed items are resolved by mutual agreement unresolved objections in favor of Purchaser, Seller shall be responsible for all of the Parties, fees and expenses of the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputesIndependent Accounting Firm; or and (iii) if any disputed items are the Independent Accounting Firm resolves some of the unresolved objections in favor of Seller and the rest of the unresolved objections in favor of Purchaser, (A) Seller shall be responsible for a proportionate amount of the fees and expenses of the Independent Accounting Firm based on the dollar amount of the unresolved objections resolved against Seller compared to the total amount of all unresolved objections submitted to the Arbitrator Independent Accounting Firm and (B) Purchaser shall be responsible for resolutiona proportionate amount of the fees and expenses of the Independent Accounting Firm based on the dollar amount of the unresolved objections resolved against Purchaser compared to the total dollar amount of all unresolved objections submitted to the Independent Accounting Firm. (f) The Preliminary Purchase Price shall then be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Assets StatementAdjustment Amount” means the amount, as amendedwhich may be positive or negative, if necessary, equal to reflect any resolution of any disputes by agreement of the Parties and Final Working Capital minus the resolution of all other disputes by the ArbitratorEstimated Working Capital.

Purchase Price Adjustment. (a) Within The Parties agree that, at Closing, the sum of the total consolidated current assets of the Company minus the sum the total consolidated current liabilities of the Company (the “Working Capital”) shall be equal to or greater than the average month-end working capital of the Company for months ended May 31, 2020 to April 30, 2021 (the “Target Working Capital”). The determination of Working Capital shall be calculated using the same methodologies, principles and procedures as set forth on Schedule 1.4(a), which shall be prepared and attached hereto no later than ten (10) days prior the Due Diligence Expiration Date. The Buyer and the Shareholder shall mutually agree upon the final Target Working Capital amount at least ten (10) days prior to the “Due Diligence Expiration Date” (as hereinafter defined), and the same shall be a condition of Closing. (b) On or before ninety (90) days after the Closing Buyer shall deliver a calculation of the Working Capital at the Closing together with all work papers and other information reasonably required by the Shareholder to evaluate such calculations, and shall provide the Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the preparation of the same in order for the Shareholder to discuss and evaluate such calculations, work papers and information. The Buyer and the Shareholder shall mutually agree upon the final Working Capital amount. (c) If the Parties fail to mutually agree upon the final Working Capital amount within thirty (30) days after the Closing Datedelivery of the calculation of the Working Capital that existed as of the Closing, Seller the Parties shall prepare and deliver submit the issues remaining in dispute to Buyer their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a statement list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be appointed to resolve the issues remaining in dispute (the “Net Assets StatementIndependent Accountants”) setting forth for resolution of the dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such Independent Accountants for a period of five (5) years after the date of the submission of the dispute. If issues are submitted to the Independent Accountants for resolution, (i) the sum of Independent Accountants shall use the Accounts Receivable (net of reserves)same methodologies, Business-related prepaids, Inventory (net of reserves) principles and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case procedures as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a1.4(a); (ii) (each Party shall furnish or cause to be furnished to the “Agreed Procedures”) Independent Accountants such work papers and other documents and information relating to the net book value of disputed issues as the Inventory Independent Accountants may request and Iteris GmbH inventory are available to that Party and shall be computed based upon afforded the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records opportunity to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect present to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that Independent Accountants any material relating to the Net Assets Statement contains errors or has not been prepared in accordance disputed issues and to discuss the issues with the Agreed ProceduresIndependent Accountants; (iii) the determination by the Independent Accountants, as set forth in a notice to be delivered by the Independent Accountants to the Shareholder and Buyer may deliver to Seller a written notice of objection no later than within thirty (30) days after the date submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on which Seller delivered the Net Assets Statement to Parties; and (iv) the fees and expenses of the Independent Accountants will be paid by Shareholder, on the one hand, and Buyer, which notice shall specify on the nature of each dispute other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Shareholder and Buyer. (d) In the basis therefor event that the Working Capital, at Closing, is greater than the Target Working Capital (a such excess, the “Net Assets ObjectionExcess Working Capital Amount”). Failure , the Purchase Price shall increase by Buyer an amount equal to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance one hundred percent (100%) of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its deliverysuch Excess Working Capital Amount. In the event that the Parties are unable to resolve an Objection within Working Capital, at Closing, is less than the sixty-day periodTarget Working Capital (such shortfall, the parties “Shortfall Working Capital Amount”), the Purchase Price shall follow decrease by an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be made by either the arbitration procedures set forth in Section 3.3Buyer or the Shareholder to the other Party is the “Purchase Price Adjustment.” (e) In the event that there is an Excess Working Capital Amount, the Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) days following final determination. In the event that there is a Shortfall Working Capital Amount, the principal balance of the Note shall be reduced by such Shortfall Working Capital Amount. (cf) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with The provisions of this Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator1.4 shall survive Closing.

Purchase Price Adjustment. (a) Within thirty (30) days after the Closing DateFor purposes of this Agreement, Seller shall prepare and deliver to Buyer a statement (the “Net Assets StatementWorth” of a Company as of any date means the consolidated assets of such Company and its Subsidiaries as of such date minus the consolidated liabilities of such Company and its Subsidiaries as of such date, in each case determined in accordance with GAAP, as applied in a manner consistent with the accounting practices of such Company used to prepare its audited financial statements as of and for the 12 month period ended December 31, 2011, before purchase accounting for the Transactions (as to each Company, such Company’s accounting practices, as modified by this Section 2.4(a), the “Applicable Accounting Practices”) setting forth ); provided, however, that (i) in no event will the sum calculation of Net Worth of a Company (A) include any assets or liabilities included in Funded Debt, Company Cash or any Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments, 2GIG Employee Closing Payments, the Riverwood Repurchase Amount, the RBS Repurchase Amount or any other assets and liabilities that are otherwise set forth on the applicable Estimated Closing Statement if and to the extent paid, to be paid or, in the case of Company Cash, netted against any payment at Closing, in each case pursuant to Section 2.2 (without giving effect to any reduction to Company Cash set forth in the definition of “Net Funded Debt”), (B) include any assets or liabilities in respect of (1) deferred financing fees, (2) management notes receivables or (3) deferred Tax assets and liabilities or (C) except for any payments to be made from one Company to another Company at the Closing pursuant to Section 2.2, give effect to the consummation of the Accounts Receivable (net Transactions or any transactions effectuated by Buyer or its Affiliates, including the Companies and their Subsidiaries, after the Closing, including the settlement or cancellation of reserves)the APX Stock Options, Business-related prepaidsSolar Sub Stock Options and 2GIG Stock Options, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum Final APX Net Worth Amount, the Final Solar Net Worth Amount and Final 2GIG Net Worth Amount will include the excess, if any, of the Accounts PayableFunded Debt, reserve for Warranty the Company Cash, the Transaction Expenses, and accounts payable and accrued expenses of Iteris GmbHAPX Employee Payments, Solar Sub Employee Closing Payments or 2GIG Employee Closing Payments over the amounts paid (or, in each the case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be preparedCompany Cash, netted against any payment at Closing) with respect thereto pursuant to Section 2.2, and the Closing (iii) any calculation of Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value Worth of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities a Company for purposes of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to this Agreement will reflect the Inventory and Iteris GmbH inventory as of adjustments provided for in the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records Net Worth calculations with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included such Company that are set forth in Schedule 3.2(a2.4(a), which contains a sample calculation of Net Worth for each Company for reference purposes only (and no Company makes any representation or warranty, or will incur any liability, in respect thereof by reason of such inclusion). (b) If Buyer As soon as reasonably believes that practicable following the Net Assets Statement contains errors or has not been prepared Closing Date, and in accordance with the Agreed Proceduresany event within 90 calendar days thereafter, Buyer may will cause the applicable Surviving Corporation to prepare and deliver to Seller a written notice of objection no later than thirty the applicable Representative (30) days after collectively, the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute “Proposed Final Closing Statement” and the basis therefor (a amounts set forth thereon, the “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Proposed Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.Worth Amounts”):

Purchase Price Adjustment. (a) At least three Business Days prior to the Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer a statement (the “Preliminary Closing Statement”) setting forth a good-faith estimate of (i) the Net Working Capital (the “Estimated Net Working Capital”), (ii) Indebtedness of (A) the Acquired Entities and (B) the Seller Entities relating to the Business (the “Estimated Indebtedness”), and (iii) Cash (the “Estimated Cash”), each determined as of the Measurement Time (and, except for Estimated Indebtedness, without giving effect to the transactions contemplated hereby), based on the Seller’s books and records and other information available at the Closing, and calculated on a basis consistent with the accounting principles, practices, assumptions, conventions and policies used in the preparation of the Financial Statements and to the extent not inconsistent therewith, consistent with GAAP (the “Applicable Accounting Principles”). Notwithstanding anything to the contrary contained elsewhere in this Agreement, any income Tax assets or liabilities (whether current or deferred) of the Acquired Entities and the Seller Entities shall be excluded from current assets and current liabilities and shall not be included in the calculation of Estimated Net Working Capital, Closing Net Working Capital or any component thereof. Prior to the Closing, the Seller and the Buyer shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Net Working Capital, Estimated Indebtedness, and Estimated Cash as reflected in the Preliminary Closing Statement shall be used for purposes of calculating the Estimated Purchase Price on the Closing Date. In no event shall any item included in the calculation of Estimated Cash, Estimated Indebtedness, or Estimated Net Working Capital be counted more than once for the purposes hereof. (b) Within thirty (30) 90 days after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller shall prepare and deliver to Buyer a written statement (the “Net Assets Final Closing Statement”) setting ), that shall include and set forth a calculation in reasonable detail of the actual (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date Net Working Capital (“Closing Net AssetsWorking Capital”), (ii) Indebtedness of (A) the Acquired Entities and (B) the Seller Entities relating to the Business (“Closing Indebtedness”), and (iii) Cash (“Closing Cash”), each determined as of the Measurement Time (and, except for Closing Indebtedness, without giving effect to the transactions contemplated hereby). The Net Assets Final Closing Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance prepared on a basis consistent with the agreed procedures Applicable Accounting Principles and accounting practices set forth on Schedule 3.2(a) (this Agreement and shall exclude the “Agreed Procedures”) and the net book value effect of any action or omission of the Inventory and Iteris GmbH inventory shall be computed based upon Buyer or its Affiliates following the quantities of Inventory and Iteris GmbH inventory on hand as of Closing. To the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day extent any actions following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventoryaccounting books and records of the Seller on which the Final Closing Statement and the foregoing calculations are to be based are not consistent with the Applicable Accounting Principles, such changes shall not be taken into account in preparing the Final Closing Statement or calculating amounts reflected thereon. For illustration purposes, a Net Assets Statement as of June 30, 2011 is In no event shall any item included in Schedule 3.2(athe calculation of Closing Cash, Closing Indebtedness, or Closing Net Working Capital be counted more than once for the purposes hereof. (c) The Final Closing Statement shall become final and binding on the 60th day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, as set forth in the Final Closing Statement. The Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.9(d). (bd) If Buyer reasonably believes that During the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed following delivery of a Notice of Disagreement by the Seller to be the Buyer’s acceptance , the parties shall seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Assets Statement Working Capital, Closing Indebtedness, and/or Closing Cash as specified therein. Any disputed items resolved in writing between the Final Net Assets Statement. The Parties Buyer and the Seller within such 30-day period shall attempt be final and binding with respect to such items, and if the Buyer and the Seller agree in good faith to reach agreement resolving all disputes set forth writing on the resolution of any disputed item specified by the Seller in the Notice of Disagreement or the amount of the Closing Net Assets Objection within sixty (60) days after its deliveryWorking Capital, Closing Indebtedness, and Closing Cash, the amounts so determined shall be final and binding on the parties for all purposes hereunder. In If the event that Buyer and the Parties are unable to resolve an Objection within Seller have not resolved all such differences by the sixtyend of such 30-day period, the parties Seller and the Buyer shall follow submit, in writing, to an independent public accounting firm (the arbitration procedures set forth “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in Section 3.3. (c) As used hereindispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amounts of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash. The Independent Accounting Firm shall be Deloitte or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Buyer and the Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30-days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Buyer’s and the Seller’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, that are identified as being items and amounts to which the Buyer and the Seller have been unable to agree. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in accordance with the Applicable Accounting Principles and this Agreement and the Independent Accounting Firm is not to make any other determination, including any determination as to whether the Target Net Working Capital or any estimates on the Preliminary Closing Statement are correct, adequate or sufficient. In resolving any disputed item, the term “Final Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm’s determination of the Closing Net Assets Statement” means Working Capital, Closing Indebtedness, and Closing Cash shall be based solely on written materials submitted by the Buyer and the Seller (i) i.e., not on independent review). Absent fraud or manifest error, the Net Assets Statement if Buyer does determination of the Independent Accounting Firm shall be conclusive and binding upon the parties and shall not deliver a Net Assets Objection be subject to appeal or further review. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 3.2(b); 10.9. In acting under this Agreement, the Independent Accounting Firm shall function solely as an expert and not as an arbitrator. (iie) if Buyer timely gives a Net Assets Objection The fees and all expenses of the disputed items are Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Buyer and the Seller in inverse proportion as they may prevail on the matters resolved by mutual agreement the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the Parties, amounts in dispute and shall be determined by the Net Assets Statement, as amended, if necessary, to reflect Independent Accounting Firm at the time the determination of such resolution firm is rendered on the merits of all disputes; the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or (iii) if review of the Final Closing Statement or any disputed items are submitted to Notice of Disagreement and in connection with the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes dispute pursuant to this Section 2.9, as applicable, shall be borne by agreement such party. (f) The Buyer and the Seller will, and will cause the Acquired Entities (in the case of the Parties Seller, prior to the Closing and, in the case of the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of all any adjustment to the Purchase Price contemplated by this Section 2.9) to afford the other disputes party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Business (including those of the Acquired Entities) and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.9. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the Arbitratorcalculations specified in this Section 2.9; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the party who is not such accountant’s client has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) (1) the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus (2) the Estimated Net Working Capital, minus (B) (1) the Closing Indebtedness as finally determined pursuant to this Section 2.9 minus (2) the Estimated Indebtedness, plus (C) (1) the Closing Cash as finally determined pursuant to this Section 2.9 minus (2) the Estimated Cash;

Purchase Price Adjustment. (a) Within thirty (30) 90 days after following the Closing Date, Seller Buyer shall prepare and deliver to Buyer a statement Seller its calculation (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall to be prepared, and the Closing Net Assets shall be calculated, made in accordance with the agreed procedures terms of Section 1.2) of the Cash Obligation Liabilities Excess Amount (if any), the Cash Amount and accounting practices set forth on Schedule 3.2(a) the Accrued Unfunded Pension Liability (the “Agreed ProceduresProposed Closing Statement” and, in its final and binding form after resolution of any disputes pursuant to this Section 1.4(a), the “Actual Closing Statement”) and the net book value adjusted Closing Purchase Price resulting from the Proposed Closing Statement, together with a copy of all supporting work papers (including schedules, memoranda and other documents) utilized in the preparation of the Inventory Proposed Closing Statement and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as calculation of the Closing Date as determined through Purchase Price, and Seller shall have a physical inventory conducted by Seller on or before period of 30 days (the fifth day following “Objection Period”) after delivery of the Proposed Closing DateStatement in which to provide written notice to Buyer of any objections thereto (the “Objection Notice”), setting forth the results specific item of the Proposed Closing Statement to which each such objection relates and the basis for each such objection in reasonable detail. The Proposed Closing Statement and the resulting Closing Purchase Price shall be adjusted from Buyer’s deemed to be accepted by Seller, and Seller’s books shall become final and records to reflect binding on the Inventory and Iteris GmbH inventory as parties, on the later of the expiration of the Objection Period or the date on which all objections have been resolved by the parties or the Accountant (as defined below) pursuant to this Section 1.4(a). If Seller gives any such Objection Notice within the Objection Period, then Seller and Buyer shall attempt in good faith to resolve any dispute concerning the item(s) subject to such Objection Notice as soon as practicable. If Seller and Buyer do not resolve any dispute arising in connection with the Proposed Closing Date. Buyer or its representatives Statement within the time period specified below, such dispute shall have be resolved in accordance with the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included procedures set forth in Schedule 3.2(a)Section 1.4(b) below. (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has and Seller have not been prepared in accordance with the Agreed Procedures, Buyer may deliver able to Seller resolve a written notice of objection no later than thirty (30) dispute within 30 days after the date on which Seller delivered of delivery of the Net Assets Statement to BuyerObjection Notice, which notice shall specify 30 day period may be extended by written agreement of Buyer and Seller (such period, as it may be extended, the nature of each dispute and the basis therefor (a “Net Assets ObjectionInitial Resolution Period”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow submit such dispute to, and such dispute shall be resolved fully, finally and exclusively by a mutually agreeable nationally recognized independent accounting firm (the “Accountant”). The fees and expenses of Accountant incurred in the resolution of such dispute shall be borne equally by Buyer and Seller. Buyer and Seller shall use their respective reasonable best efforts to cause the Accountant to issue a written determination to Seller and Buyer as promptly as practicable, but in any event within 30 days, following the date on which the Proposed Closing Statement is delivered to the Accountant, with such determination based on the written submissions and other information requested by the Accountant related to the disputed items that have been submitted by the parties to the Accountant, as to whether and to what extent (if any) the Proposed Closing Statement and resulting adjustment in the Closing Purchase Price require adjustment. The parties shall instruct the Accountant to, and shall use their respective best efforts to cause the Accountant to, make its determination in a manner consistent with Section 1.2(c) hereof. Such written determination shall provide a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 1.4(b) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations, submissions to the Accountant, and arbitration proceedings under this Section 1.4(b) shall be treated as confidential information. The Accountant shall be bound by a mutually agreeable confidentiality agreement. The procedures set forth of this Section 1.4(b) are exclusive and the determination of the Accountant shall be final, non-appealable and binding on the parties. The decision rendered pursuant to this Section 1.4(b) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 1.4(b). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or on the part of the Accountant. Absent such fraud, such other party shall reimburse the party seeking enforcement for its Third Party Expenses (as defined in Section 3.311.2 hereof) related to such enforcement. (c) As used hereinPromptly after the Actual Closing Statement, the term Adjustments and the resulting Closing Purchase Price calculated with reference thereto become final and binding on the parties under subsections (a) and (b) of this Section 1.4, the Estimated Closing Purchase Price shall be recalculated by giving effect to such final and binding amounts (as recalculated, the “Final Net Assets Statement” means Closing Purchase Price”). (i) If the Net Assets Statement if Estimated Closing Purchase Price is greater than the Final Closing Purchase Price, Seller shall pay to Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); within one business day by wire transfer of immediately available funds, the amount by which the Estimated Closing Purchase Price exceeds the Final Closing Purchase Price. (ii) if If the Estimated Closing Purchase Price is less than the Final Closing Purchase Price, Buyer timely gives a Net Assets Objection and all shall pay to Seller within one business day by wire transfer of the disputed items are resolved by mutual agreement of the Partiesimmediately available funds, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to amount by which the Arbitrator for resolution, Final Closing Purchase Price exceeds the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the ArbitratorEstimated Closing Purchase Price.

Purchase Price Adjustment. Within sixty (a) Within thirty (3060) days after the Closing ------------------------- Date, Seller shall the Buyer will prepare and deliver to Buyer the Seller a statement balance sheet (the “Net "Closing Date Balance Sheet") which shall reflect the Acquired Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case -------------------------- Assumed Liabilities as of the close of business on the Closing Date. For purposes of the Closing Date Balance Sheet, the Acquired Assets and the Assumed Liabilities will be given carrying values in accordance with GAAP applied on a basis substantially similar to the basis used in preparing the Financial Statements attached to this Agreement as Exhibit F (“Closing Net Assets”provided such basis complied with GAAP). The Without limitation of the foregoing, the Closing Date Balance Sheet shall (i) reflect the historical cost (less appropriate reserves) of the Acquired Assets as determined in accordance with GAAP, (ii) include an adequate inventory reserve as determined in accordance with GAAP based upon a physical inspection by the Buyer's independent accountants of the inventory included in the Acquired Assets, (iii) include an adequate allowance for doubtful accounts as determined in accordance with GAAP with respect to the accounts receivable included in the Acquired Assets reflecting the Buyer's experience in collecting such accounts between the Closing Date and the date on which the Closing Date Balance Sheet is completed, and (iv) include a reserve for warranty claims (including $30,000 for completion of the Seller's contractual obligations in respect of the "KORDI contracts" as described in (S) 3(u) below) equal to the $105,000.00 for all such potential claims. To the extent that the difference between (i) the Acquired Assets and (ii) the Assumed Liabilities as shown on the Closing Date Balance Sheet (the "Net Assets Statement Asset Value") is less than $2,093,127.00 (the "Agreed --------------- ------ Net Asset Value"), then the Purchase Price shall be preparedreduced on a dollar for --------------- dollar basis by the amount of such difference. To the maximum extent practicable, and the Closing Net Assets amount of any such difference shall be calculated, deducted from the Escrow Amount and promptly returned by the Escrow Agent to the Buyer in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)Escrow Agreement. (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.

Purchase Price Adjustment. (ai) Within thirty (30) 60 days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Net Assets Statement”"STATEMENT"), certified by an independent, nationally recognized accounting firm retained by Seller ("SELLER'S ACCOUNTANTS") to the effect that the Statement has been prepared in compliance with this Section 1.02(d), setting forth Working Capital (ias defined below) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”"CLOSING WORKING CAPITAL") and a certificate of Seller that the Statement has been prepared in compliance with the requirements of this Section 1.02(d). Buyer shall cause the Transferred Subsidiaries and their employees to assist Seller and Seller's Accountants in the preparation of the Statement. Buyer or an independent, nationally recognized accounting firm retained by Buyer ("BUYER'S ACCOUNTANTS") may participate in the preparation of the Statement; PROVIDED, HOWEVER, that Buyer acknowledges that Seller shall have the primary responsibility and authority for preparing the Statement and Seller's Accountants shall have the primary responsibility and authority for certifying the Statement. During the 30-day period following Buyer's receipt of the Statement, Buyer and Buyer's Accountants shall be permitted to review the working papers of Seller and Seller's Accountants relating to the Statement. The Net Assets Statement shall be preparedbecome final and binding upon the parties on the thirtieth day following delivery thereof, and unless Buyer gives written notice of its disagreement with the Statement ("NOTICE OF DISAGREEMENT") to Seller on or prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Closing Net Assets shall be calculated, Working Capital not being calculated in accordance with this Section 1.02(d), (C) be accompanied by a certificate of Buyer that it has complied with the agreed procedures and accounting practices covenants set forth on Schedule 3.2(ain Section 1.02(d)(iv) and (D) be accompanied by a certificate of Buyer's Accountants that the Notice of Disagreement has been prepared in compliance with this Section 1.02(d) (which certificate may be qualified or limited in a manner that is substantially similar to any qualification or limitation contained in the “Agreed Procedures”) and certificate delivered by Seller's Accountants in connection with the net book value Statement). If a Notice of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on or before the fifth day following earlier of (I) the Closing Date, the results of which shall be adjusted from Buyer’s date Seller and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall resolve in writing any differences they have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as matters specified in the Notice of June 30, 2011 is included in Schedule 3.2(a). Disagreement or (bII) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered any disputed matters are finally resolved in writing by the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor Accounting Firm (a “Net Assets Objection”as defined below). Failure by Buyer to deliver a Net Assets Objection within During the thirty30-day period will be deemed to be Buyer’s acceptance following the delivery of the Net Assets Statement as the Final Net Assets Statement. The Parties a Notice of Disagreement, Seller and Buyer shall attempt seek in good faith to reach agreement resolving all disputes set forth resolve in writing any differences which they may have with respect to the matters specified in the Net Assets Objection within sixty (60) days after its deliveryNotice of Disagreement. In During such period Seller and Seller's Accountants shall have access to the event that working papers of Buyer and Buyer's Accountants relating to the Parties are unable to resolve an Objection within Notice of Disagreement. At the sixtyend of such 30-day period, Seller and Buyer shall submit to a United States office of a nationally recognized independent public accounting firm (the "ACCOUNTING FIRM") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be KPMG Peat Marwick LLP or, if such firm is unable or unwilling to act, such other United States office of a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Seller and Buyer shall follow use reasonable efforts to cause the arbitration procedures set forth Accounting Firm to render a decision resolving the matters submitted to it within 30 days following such submission. Seller and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.31.02(d) shall be borne 50% by Seller and 50% by Buyer. The fees and disbursements of Seller's Accountants incurred in connection with their certification of the Statement and review of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Buyer's Accountants incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Buyer. (c) As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) The Purchase Price shall be increased by the amount by which Closing Working Capital is greater (less negative) than $(163,530,447) (the "WC AMOUNT"), and the Purchase Price shall be decreased by the amount by which Closing Working Capital is less (more negative) than the WC Amount (the Purchase Price as so increased or decreased shall hereinafter be referred to as the "ADJUSTED PURCHASE PRICE"). If the Purchase Price is less than the Adjusted Purchase Price, Buyer shall, and if Buyer timely gives a Net Assets Objection the Purchase Price is more than the Adjusted Purchase Price, Seller shall, within 10 business days after the Statement becomes final and all binding on the parties, make payment by wire transfer in immediately available funds of the disputed items are resolved amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by mutual agreement Citibank, N.A. as its prime rate, calculated on the basis of the Partiesactual number of days elapsed over 365, from the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted Closing Date to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution date of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorpayment.

Purchase Price Adjustment. (a) Within thirty (30) days As soon as practicable after the date hereof, until the Closing Dateor earlier termination of this Agreement pursuant to Article VII, the Seller shall prepare and deliver provide the Purchaser access to Buyer a statement (each site that contains Acquired Inventory in order to facilitate the “Net Assets Statement”) setting forth (i) the sum Purchaser’s review of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value Seller’s estimate of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or Value. Three (3) Business Days before the fifth day following the Closing Date, the results Seller shall deliver to the Purchaser a good faith estimate (the “Estimate Statement”) of which shall be adjusted from Buyer’s and Seller’s books and records to reflect (i) the Inventory Value and Iteris GmbH inventory the Inventory Adjustment calculated by reference thereto, (ii) if the amounts of 2014 Adjusted EBITDA and the EBITDA Adjustment have become final pursuant to Section 1.05, then 2014 Adjusted EBITDA and the EBITDA Adjustment calculated by reference thereto, and (iii) based on the foregoing clauses (i) and (ii), as of applicable, the Closing DatePurchase Price. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records The Estimate Statement with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that Inventory Value and the Net Assets Statement contains errors or has not been Inventory Adjustment shall be prepared in accordance with the Agreed Procedures, Buyer may deliver to accounting protocol described in Schedule 1.06(a). The Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties Purchaser shall attempt cooperate in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable and endeavor to resolve an Objection within any disputes regarding the sixty-day periodcalculation of the Estimate Statement; provided, however, that no party shall be entitled to delay the Closing as a result of any such dispute. If the parties shall follow agree to any changes to the arbitration procedures set forth in Section 3.3. (c) As used hereinEstimate Statement, the term “Final Net Assets Estimate Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection as used in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, this Agreement shall be deemed to reflect such resolution changes. For the avoidance of all disputes; or (iii) doubt, if the parties are unable to agree to any disputed items are submitted changes to the Arbitrator for resolutionEstimate Statement, the Net Assets StatementEstimate Statement shall be in the form delivered by the Seller; provided, as amendedhowever, if necessary, to reflect any resolution of any disputes by agreement that the estimate of the Parties Inventory Value set forth on the Estimate Statement (and used to calculate the resolution Inventory Adjustment set forth on the Estimate Statement) shall in no event exceed an amount equal to 110% of all other disputes by the Arbitratorhighest of the values of month-end Inventory recorded in the books and records of the Seller for any of the twelve (12) months ending prior to the month in which the Closing occurs, which month-end values shall be reasonably evidenced to the Purchaser.

Purchase Price Adjustment. (a) Within thirty (30) As soon as practicable, but in no event later than 60 days after following the Closing DateDate (as hereinafter defined), Seller Purchaser shall prepare and deliver to Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum Statement of Adjusted Working Capital of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment Company and the cash, accounts receivable Subsidiaries (net of reserves), prepaids, inventory (net of reservesas defined below) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close open of business on the Closing Date (“including the notes thereto, the "Closing Net Assets”Date Statement"). The Net Assets Closing Date Statement shall be preparedpresent the net amount of the Company's consolidated current assets less the Company's consolidated current liabilities (in each case excluding (i) any amounts payable to or receivable from Seller or any of its Affiliates (as defined in Section 2.3 hereof) other than the Company and its Subsidiaries that do not remain outstanding after the Closing, (ii) accrued state and federal income taxes, (iii) the amount, if any, by which net inventory included in such calculation exceeds $64 million in the aggregate and (iv) the amount by which any accruals with respect to health and short term disability benefits provided to employees of the Company included in such calculation exceeds $419,595 in the aggregate as of the open of business on the Closing Date (the "Net Assets Working Capital Amount") and shall be calculated, prepared with respect to such items on a basis consistent with the Balance Sheet (as defined in Section 2.5) and in accordance with GAAP (subject to the agreed procedures adjustments and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value exceptions referred to in Section 2.5 of the Inventory and Iteris GmbH inventory Disclosure Schedule other than Item 9 thereof); provided that all known arithmetic errors shall be computed based upon taken into account in the quantities of Inventory and Iteris GmbH inventory on hand as preparation of the Closing Date as determined through a physical inventory conducted by Seller on or before Statement. With respect to the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as preparation of the Closing Date. Buyer or its representatives Date Statement, no change in accounting principles shall have be made from those utilized in preparing the right to observe the physical inventory and shall have full access to all books and records Balance Sheet including, without limitation, with respect to the Inventorynature of accounts, or the determination of the level of reserves or level of accruals. For illustration purposespurposes of the preceding sentence, a Net Assets Statement "changes in accounting principles" includes all changes in accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as of June 30well as all changes in practices, 2011 is included methods, conventions or assumptions (unless required by objective changes in Schedule 3.2(a)underlying events) utilized in making accounting estimates. (b) If Buyer reasonably believes that During the Net Assets preparation of the Closing Date Statement contains errors or has not been prepared and the period of any dispute within the contemplation of this Section 1.4, Purchaser shall cause the Company to (i) provide Seller and Seller's authorized representatives with access to the books, records, facilities, employees and accountants of the Company, (ii) provide Seller as promptly as practicable after the Closing Date (but in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no event later than thirty (30) 15 days after the date Closing Date) with normal month-end closing financial information for the period ending on which the Closing Date and (iii) cooperate with Seller delivered and Seller's authorized representatives, including the Net Assets provision on a timely basis of all information necessary or useful in connection with Seller's review of the Closing Date Statement. (c) Purchaser shall deliver a copy of the Closing Date Statement, together with the work papers used in the preparation thereof, to Seller promptly after it has been prepared and in no event later than 60 days after the Closing Date. After receipt of the Closing Date Statement, Seller shall have 30 days to review the Closing Date Statement, together with the work papers used in the preparation thereof. Unless Seller delivers written notice to Purchaser on or prior to the 30th day after Seller's receipt of the Closing Date Statement to Buyer, which notice shall specify the nature of each dispute specifying all disputed items and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will therefor, Seller shall be deemed to have accepted and agreed to the Closing Date Statement. If Seller so notifies Purchaser of its objection to the Closing Date Statement on the grounds that such statement was not prepared on a basis consistent with the Balance Sheet, Seller and Purchaser shall, within 30 days following such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be Buyer’s acceptance final, binding and conclusive. If following resolution of any disputed amounts there do not remain in dispute amounts the aggregate net effect of which exceeds $100,000, then all amounts remaining in dispute shall be deemed to have been resolved in favor of the Net Assets Closing Date Statement as delivered by Purchaser to Seller. (d) If, at the Final Net Assets Statement. The Parties conclusion of the Resolution Period, the aggregate net effect of all amounts remaining in dispute exceeds $100,000, then all amounts remaining in dispute shall attempt in good faith be submitted to reach agreement resolving all disputes set forth in KPMG Peat Marwick (the Net Assets Objection within sixty (60) days after its delivery"Neutral Auditors"). In the event that KPMG Peat Marwick is unwilling to serve as the Parties Neutral Auditor hereunder and Purchaser and Seller are unable to resolve an Objection agree on a substitute therefor, Purchaser or Seller may request the American Arbitration Association to appoint a nationally recognized accounting firm to act as Neutral Auditor hereunder who shall not have had a material relationship with Seller or Purchaser or any of their Affiliates within the sixty-day past two years. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne equally by Seller and Purchaser. The Neutral Auditors shall act as an arbitrator to determine, based solely on presentations by Seller and Purchaser, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within 30 days of their selection, whether or not such presentations by Seller and Purchaser have been made within such period, shall be made in accordance with the parties terms of this Section 1.4, and shall follow the arbitration procedures be set forth in Section 3.3. (c) As used hereina written statement delivered to Seller and Purchaser and shall be final, binding and conclusive. The term "Adjusted Closing Date Statement," as hereinafter used, shall mean the term “Final Net Assets Statement” means (i) the Net Assets definitive Closing Date Statement if Buyer does not deliver a Net Assets Objection agreed to by Purchaser and Seller in accordance with Section 3.2(b1.4(c) or the definitive Closing Date Statement resulting from the determinations made by the Neutral Auditors in accordance with this Section 1.4(d) (in addition to those items theretofore agreed to by Seller and Purchaser), in each case prepared in the manner set forth in the last sentence of Section 1.4(a) hereof. The Net Working Capital Amount reflected on the Adjusted Closing Date Statement shall not be more than that specified by Seller in its notice to Purchaser pursuant to clause (c) above nor less than that specified by Purchaser on the Closing Date Statement. (e) The Purchase Price shall be increased or decreased, as the case may be, dollar for dollar, to the extent the Net Working Capital Amount reflected in the Adjusted Closing Date Statement is greater than or less than, respectively, $67.8 million; (ii) if Buyer timely gives a Net Assets Objection and all provided that in no event will such increase exceed $1.5 million. The amount of any increase to or reduction of the disputed items are resolved by mutual agreement Purchase Price pursuant to this Section 1.4 shall bear interest from the Closing Date through the date of payment at the publicly announced base interest rate of Citicorp, N.A. in effect from time to time from the Closing Date to the date of such payment. The amount of any reduction of the PartiesPurchase Price pursuant to this Section 1.4(e), together with interest thereon, shall be paid by Seller by wire transfer in immediately available funds to the account specified by Purchaser and the amount of any increase to the Purchase Price pursuant to this Section 1.4(e), together with interest thereon, shall be paid by the assignment to Seller of bona fide accounts receivable of the Company from one of the Company's customers identified in Section 1.4(e) of the Disclosure Schedule which accounts are not past due on the date of transfer and are not then the subject of any payment or other dispute. In addition, prior to the Closing and without limitation as to amount, Seller may cause the Company to assign such accounts receivable to Seller to the extent that Seller believes in good faith that such assignment will not cause the Net Assets StatementWorking Capital Amount to be less than $67.8 million. The collection of any accounts receivable assigned to Seller pursuant to this paragraph (e) shall be managed by the Company as agent for Seller and the Company shall, promptly upon receipt thereof, remit all proceeds of such accounts receivable to Seller without any set off or other reduction thereto. Such payment or transfer, as amendedthe case may be, if necessary, shall be made within five business days after the Adjusted Closing Date Statement is agreed to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitrator.Purchaser

Purchase Price Adjustment. (a) Within As soon as practicable and in any event not later than sixty (60) days after the Closing Date, the Sellers shall cause Ernst & Young LLP, or such other nationally recognized independent accounting firm chosen by the Sellers, at the expense of the Transferred Companies, to prepare and deliver to the Sellers and the Buyer a balance sheet for Ply Gem as of immediately prior to the Closing (the "CLOSING BALANCE SHEET"), together with a statement (the "STATEMENT") setting forth in reasonable detail the determination of the Net Working Capital of Ply Gem based upon amounts set forth on the Closing Balance Sheet (the "CLOSING NET WORKING CAPITAL"). The Buyer shall cause the Transferred Companies to give the Sellers and their authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Transferred Companies and their accountants as the Sellers may require to prepare the Closing Balance Sheet and the Statement. The Closing Balance Sheet and the Statement shall be prepared in accordance with GAAP, applied in a manner consistent with the preparation of the Financial Statements. The Closing Balance Sheet and the Statement shall be final and binding on the Buyer and the Sellers, subject to the process of objection provided in this Section 1.4 below. (b) The Buyer may dispute the amounts reflected on the Closing Balance Sheet and Statement, but only on the basis that (1) the Closing Balance Sheet and the Statement have not been prepared in accordance with the provisions of Section 1.4(a) or (2) there has been an error in mathematical calculation relating to the Statement. If the Buyer disagrees with the amount of the Closing Net Working Capital on such basis, the Buyer may, within thirty (30) days after the deliveries of the Closing DateBalance Sheet and the Statement, Seller shall prepare and deliver a notice to Buyer a statement the Sellers (the “Net Assets Statement”"DISPUTE NOTICE") setting forth (i) the sum Buyer's calculation of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets Working Capital and specifying, in reasonable detail, those items or amounts in the Closing Balance Sheet and Statement affecting the calculation of the Closing Net Working Capital as to which it disagrees and the reasons for such disagreement. If prior to the conclusion of such 30-day period the Buyer notifies the Sellers in writing that it will not provide any Dispute Notice or if no Dispute Notice is delivered within such 30-day period, the Closing Net Working Capital, as set forth on the Statement, shall become final, conclusive and binding on the parties hereto for all purposes of this Section 1.4. (c) If the Buyer delivers a Dispute Notice to the Sellers within the 30-day period described above, the parties shall use reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Net Working Capital. If the Sellers and the Buyer do not resolve all disputed items or amounts set forth in the Dispute Notice within fifteen (15) days after delivery of a Dispute Notice, the remaining disputed items and amounts will be submitted to a nationally recognized independent accounting firm in the U.S. mutually agreed to by the Buyer and the Sellers (the "INDEPENDENT ACCOUNTANTS") for resolution of such disputed items and amounts. The parties will have the opportunity to present their positions with respect to such disputed items and amounts to the Independent Accountants, and such disputed items and amounts shall be calculated, resolved by the Independent Accountants in accordance with the agreed procedures requirements of Section 1.4(a). The Independent Accountants shall prepare a written report setting forth the resolution of such disputed items and accounting practices set forth on Schedule 3.2(a) (amounts and calculating the “Agreed Procedures”) and the net book value revised amount of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing DateNet Working Capital, the results of which shall be adjusted from Buyer’s and Seller’s books and records delivered to reflect the Inventory and Iteris GmbH inventory as each of the Closing Date. Sellers and the Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposespromptly, a Net Assets Statement as of June 30, 2011 is included but in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no event later than thirty (30) days after such disputed items and amounts are submitted to the date Independent Accountants. Such revised amount of Closing Net Working Capital shall not reflect any difference from the amount of Closing Net Working Capital set forth on which Seller delivered the Statement other than differences required to reflect the resolution of such disputed items and amounts by the Independent Accountants. The revised amount of Closing Net Assets Statement to BuyerWorking Capital set forth on the Independent Accountants' written report shall be final, which notice shall specify conclusive and binding upon the nature of each dispute Sellers and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3. (c) As used hereinthis Agreement for resolution of disputes concerning the Closing Net Working Capital shall be final and binding on all of the parties, and shall not be subject to appeal of any kind. The fees and disbursements of the term “Final Net Assets Statement” means (i) Independent Accountants shall be allocated between the Net Assets Statement if Buyer does not deliver a Net Assets Objection Buyer, on the one hand, and the Sellers, on the other hand, such that the Buyer's share of such fees and disbursements shall be in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all the same proportion that the aggregate amount of the disputed items and amounts submitted by the Buyer to the Independent Accountants that are resolved unsuccessfully disputed by mutual agreement the Buyer (as finally determined by the Independent Accountants) bears to the total amount of such disputed items and amounts so submitted by the Buyer to the Independent Accountants. Each of the PartiesSellers and the Buyer shall execute a reasonably acceptable engagement letter, if requested to do so by the Independent Accountants, and shall provide reasonable access to their respective employees who are responsible for financial matters and in the case of the Buyer, to the books and records of the Transferred Companies. (d) If the Closing Net Working Capital, as finally determined in accordance with this Section 1.4, is less than $47,668,000 (the "TARGET NET WORKING CAPITAL"), the Sellers shall pay, within five (5) business days after the final determination of the Closing Net Assets StatementWorking Capital, an amount to the Buyer equal to such difference. If the Closing Net Working Capital, as amendedfinally determined in accordance with this Section 1.4, if necessaryis more than the Target Net Working Capital, the Buyer shall pay, within five (5) business days after the final determination of the Closing Net Working Capital, an amount to reflect WDS equal to such resolution difference. Any payment made pursuant to this Section 1.4 shall be made by wire transfer of all disputes; or (iii) if any disputed items are submitted immediately available funds to an account designated by the payee, and shall be deemed by the parties to be an adjustment to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution Purchase Price. The amount of any disputes by agreement such payment due under this Section 1.4(d) shall bear interest at the rate of 6% per annum from and including the Parties and Closing Date through the resolution date of all other disputes by the Arbitratorpayment.

Purchase Price Adjustment. (a) Within thirty (30) days after the Closing Date, Seller the Vendor shall prepare (with the full co-operation and assistance of any employees of the Business as reasonably required and whose services shall be made available to the Vendor (at no cost to the Vendor) on reasonable notice to the Purchaser and with full access to the books and records of the Business) and deliver to Buyer the Purchaser a statement (the “Net Assets Statement”) setting forth (i) the sum listing of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, (the "CLOSING DATE NET ASSET LISTING"). The Vendor will prepare the Closing Date Net Asset Listing in accordance with with, and on a consistent basis with, the agreed procedures accounting policies used in the preparation of the Financial Statements using the same line items as shown on the May Net Asset Listing, including for greater certainty, Employee Receivables, Accrued Vacation Pay and accounting practices set forth Accrued Commissions and Bonus. For the purposes of determining the fixed assets of the business to be included in the Closing Date Net Asset Listing, the parties shall, prior to closing identify those assets that are to be included in the Purchased Assets as described in Section 3.1(a) based on Schedule 3.2(a) (3, as updated by the “Agreed Procedures”) parties to closing. The parties acknowledge that Schedule 3 is a list of all of the fixed assets owned by Axidata, the majority of which are not to be included in the Purchased Assets and are used by Axidata in the Compu-Redi/Tenex business or are to be used by Axidata for the purposes of providing the services under Logistics Agreement. Axidata has estimated that the fixed assets of the Business to be acquired by the Purchaser on closing have a net book value of approximately $400,000. For the purpose of preparing the Closing Date Net Asset Listing, the net book value of the Inventory and Iteris GmbH inventory particular asset forming part of the fixed assets to be acquired by the Purchaser shall be computed based upon the quantities of Inventory and Iteris GmbH inventory as shown on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)3. (b) If Buyer reasonably believes that the The Closing Date Net Assets Statement contains errors or has not been prepared in accordance with the Agreed ProceduresAsset Listing shall, Buyer may deliver to Seller a written notice of objection no later than within thirty (30) days after of receipt thereof by the date on which Seller delivered Purchaser, be binding and conclusive upon, and deemed accepted by, the Net Assets Statement to Buyer, which notice Purchaser unless the Purchaser shall specify have notified the Vendor in writing within such thirty (30) days of any objection thereto (the "PURCHASER OBJECTION"). The Purchaser Objection shall set forth a specific description of the basis of the Purchaser Objection and the nature of each dispute and adjustments to the basis therefor Closing Date Net Asset Listing that the Purchaser believes should be made. Any items not specifically disputed during the said thirty (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-30) day period will shall be deemed to be Buyer’s acceptance of have been accepted by the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3Purchaser. (c) As used hereinIf the parties hereto are unable to resolve any dispute within fifteen (15) days following the Vendor's receipt of the Purchaser Objection, they shall refer the term “Final Net Assets Statement” means remaining differences to Deloitte & Touche (the "ACCOUNTING FIRM") for decision, which decision shall be final and binding on the parties. The procedure and schedule under which any dispute shall be submitted to the Accounting Firm shall be as follows: (i) within fifteen (15) days following the Net Assets Statement if Buyer does not deliver Purchaser Objection under paragraph (b) of Section 4.4 above, the Purchaser shall submit any unresolved elements of its objection to the Accounting Firm in writing (with a Net Assets copy to the Vendor), supported by any documents and/or affidavits upon which it relies. Failure to do so without reasonable cause shall constitute a withdrawal by the Purchaser of the Purchaser Objection in accordance with Section 3.2(b); respect to any unresolved element to which such failure relates; (ii) if Buyer timely gives a Net Assets Objection and all within fifteen (15) days following the Purchaser's submission of the disputed items are resolved by mutual agreement unresolved elements of the PartiesPurchaser Objection as specified in clause (i) above, the Net Assets StatementVendor shall submit its response to the Accounting Firm in writing (with a copy to the Purchaser), as amended, if necessary, to reflect such resolution of all disputes; or supported by any documents and/or affidavits upon which it relies; (iii) if any disputed items are submitted the Accounting Firm shall deliver its written determination within twenty (20) days following its receipt of the information provided for in clauses (i) and (ii) above, whichever shall be later, or such longer period of time as the Accounting Firm reasonably determines is necessary but not to exceed an additional twenty (20) days without the prior consent of the Vendor and the Purchaser. The Purchaser and the Vendor shall make readily available to the Arbitrator for resolutionAccounting Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the respective submissions and all other items reasonably requested by the Accounting Firm; and (iv) the expenses relating to the engagement of the Accounting Firm shall be borne by the Vendor and the Purchaser in inverse proportion to their respective successes in the determination of the Accounting Firm. (d) The Closing Date Net Asset Listing shall become final and binding on the parties upon the earliest of: (i) if no Purchaser Objection has been given, the expiration of the period within which the Purchaser must make its objection pursuant to paragraph (b) of Section 4.4 hereof; (ii) agreement in writing by the Vendor and the Purchaser that the Closing Date Net Asset Listing, together with any modifications thereto agreed by the Vendor and the Purchaser, shall be final and binding; and (iii) the date on which the Accounting Firm shall issue its written determination with respect to any dispute relating to the Closing Date Net Asset Listing. The Closing Date Net Asset Listing, as submitted by the Vendor if no Purchaser Objection has been given, or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the Accounting Firm, when final and binding on all parties shall be used to determine the Closing Net Assets Statementof the Business. (e) Within five (5) Business Days following the determination of Closing Net Assets, an adjustment payment payable pursuant to this paragraph (e) of this Section 4.4 (the "ADJUSTMENT PAYMENT") shall be paid by wire transfer, in immediately available funds, to a bank account designated by the Vendor or the Purchaser, as amendedthe case may be. The Adjustment Payment shall be the difference between the Closing Net Assets and the May Net Assets. The Adjustment Payment shall be payable by the Purchaser to the Vendor, if necessarypositive, and by the Vendor to reflect the Purchaser, if negative. The Adjustment Payment shall be further adjusted to include any resolution of any disputes by agreement of adjustments that have not been previously made between the Parties Vendor and the resolution of all other disputes by the ArbitratorPurchaser as required under Section 4.7 or Section 12.1(b).

Purchase Price Adjustment. (a) Within Schedule 1.7(a) (the “Sample NWC Statement”) sets forth, as of December 31, 2024, the amount of (i) Inventory, (ii) trade receivables, (iii) other current assets, (iv) trade and other payables and (v) contract liabilities, in each case of Sigma and the Sigma Entities to the extent related to the Business, calculated in accordance with the policies, procedures, principles and methods, historically and consistently applied by Sigma. (b) No fewer than three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser (i) a statement that sets forth Seller’s good faith estimate of the Closing Working Capital, including all components thereof (the “Estimated Closing Working Capital”), (ii) a statement that sets forth Seller’s good faith estimate of the Closing Inventory (the “Estimated Closing Inventory”) and (iii) the calculation of the Estimated Base Purchase Price based on such estimates, in each case calculated in accordance with the policies, procedures, principles and methods historically and consistently applied by Sigma, in each case unless otherwise agreed by Seller and Purchaser (items (i), (ii) and (iii) above, collectively the “Pre-Closing Statement”). During such period after Seller delivers the estimates set forth above and prior to the Closing, Seller shall use reasonable best efforts to cause Sigma and the Sigma Entities to (i) provide Purchaser and its Representatives with reasonable access to the books and records of Sigma and the Sigma Entities and relevant personnel of Seller, Sigma and the Sigma Entities during its review of such estimates and (ii) consider in good faith the reasonable comments of Purchaser with respect to the estimates and revise the amounts of the Estimated Closing Working Capital, Estimated Closing Inventory and the Estimated Base Purchase Price to reflect any such comments with which it reasonably agrees. (c) As promptly as practicable (and in any event, within ninety (90) days after the Closing Date, subject to reasonable extension to the extent that Seller, Sigma or the Sigma Entities fail to substantially comply promptly with the Post-Closing Seller Access and Cooperation Covenants), Purchaser shall prepare and deliver to Seller a post-closing statement (the “Post-Closing Statement”), setting forth the Closing Working Capital, the Closing Inventory, the Base Purchase Price and the calculation of each such item. The Post-Closing Statement shall be prepared in good faith and calculated in accordance with the policies, procedures, principles and methods historically and consistently applied by Sigma, in each case unless otherwise agreed by Seller and Purchaser. In connection with its preparation of the Post-Closing Statement, Seller shall permit, and shall cause Sigma and the Sigma Entities to permit, Purchaser and its Representatives to make inquiries of, and to have reasonable access (including the right to make copies) during normal business hours to the books and records and Representatives of Seller, Sigma and the Sigma Entities pertaining to the preparation of the Post-Closing Statement, and reasonably cooperate, and shall cause Sigma and the Sigma Entities to cooperate, with Purchaser in connection with Purchaser’s preparation of the Post-Closing Statement (the foregoing, the “Post-Closing Seller Access and Cooperation Covenants”). (d) After the delivery to Seller of the Post-Closing Statement, until the earlier of (i) the date Seller delivers an Adjustment Objection or (ii) forty-five (45) days after delivery of the Post-Closing Statement to Seller (subject to reasonable extension to the extent that Purchaser fails to substantially comply promptly with the Post-Closing Purchaser Access and Cooperation Covenants), Seller and its Representatives shall be permitted to make inquiries of, and shall have reasonable access (including the right to make copies) during normal business hours to the books and records and Representatives of Purchaser pertaining to, or involved in the preparation of, the Post-Closing Statement and otherwise to the extent reasonably related to Seller’s review of the Post-Closing Statement, and Purchaser shall reasonably cooperate with Seller in connection with Seller’s review of the Post-Closing Statement (the foregoing, the “Post-Closing Purchaser Access and Cooperation Covenants”). (e) If Seller has any objections to any amounts reflected in the Post-Closing Statement, Seller shall deliver to Purchaser a written statement setting forth its objections thereto (an “Adjustment Objection”), which statement will identify in reasonable detail those items and amounts to which Seller objects and set forth, in reasonable detail, the basis for such objection (the “Disputed Items”). If Seller fails to deliver an Adjustment Objection to Purchaser by the end of the forty-five (45) day-period (subject to reasonable extension to the extent that Purchaser fails to substantially comply promptly with the Post-Closing Purchaser Access and Cooperation Covenants), Seller shall be deemed to have accepted the Post-Closing Statement delivered by Purchaser. Any items set forth on the Post-Closing Statement which are not Disputed Items shall be deemed accepted by Seller and shall not be subject to further dispute or review. Seller and Purchaser shall negotiate in good faith to resolve the Disputed Items, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon the Parties. (f) If Purchaser and Seller are unable to resolve any disagreement as contemplated by Section 1.7(e) within thirty (30) days after the Closing Datedelivery by Seller of the Adjustment Objection to Purchaser (or any such longer period as Purchaser and Seller may agree to in writing), Seller and Purchaser shall prepare jointly engage the Neutral Accountant and deliver instruct the Neutral Accountant to Buyer a statement (consider those items and amounts set forth in the “Net Assets Statement”) setting forth (i) the sum Post-Closing Statement as to which ▇▇▇▇▇▇ has disagreed pursuant to an Adjustment Objection and Purchaser and Seller have not resolved such disagreement. The scope of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and disputes to be resolved by the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement Neutral Accountant shall be prepared, and the Closing Net Assets shall be calculated, limited to whether such calculations were done in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) terms hereof and the net book value policies, procedures, principles and methods historically and consistently applied by Sigma, and the Neutral Accountant shall not make any other determinations. The Neutral Accountant shall act as an expert and not as an arbitrator, and shall make its determination based solely on written submissions, presentations and supporting material provided by Purchaser and Seller within ten (10) Business Days following the formal engagement of the Inventory Neutral Accountant for the purposes of this Section 1.7. The Neutral Accountant shall not make any determinations pursuant to any independent review. Seller and Iteris GmbH inventory Purchaser shall be computed based upon use their respective reasonable best efforts to cause the quantities of Inventory Neutral Accountant to resolve such dispute and Iteris GmbH inventory on hand as of the Closing Date as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Date, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller issue a written notice of objection no later than determination as soon as practicable, but in any event within thirty (30) days after the date on which the Neutral Accountant receives the Post-Closing Statements prepared by Seller delivered and Purchaser; provided, that any delay by the Net Assets Neutral Accountant in issuing a written determination shall not impair its validity. The written determination of the Neutral Accountant shall be final and binding on the Parties (absent fraud, intentional misconduct, or manifest error) and upon which a judgment may be entered by a court having jurisdiction thereover. In resolving any Disputed Items, the Neutral Accountant may not assign a value to such item greater than the greatest value for such item claimed by Purchaser in the Post-Closing Statement or by Seller in the Adjustment Objection or less than the lowest value for such item claimed by Purchaser in the Post-Closing Statement or Seller in the Adjustment Objection. The fees, costs and expenses of the Neutral Accountant arising in connection with this Section 1.7 shall be borne by the Parties in such proportion to Buyer, which notice shall specify reflect the nature relative amount of each dispute and Party’s determination that has been modified pursuant to the basis therefor (Neutral Accountant’s report. For example, if Purchaser claims in the Adjustment Objection that it is entitled to an adjustment payment of $100,000, but the Neutral Accountant determines that Purchaser has a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance valid claim for only $30,000, then Seller shall bear 30% of the Net Assets Statement fees, costs and expenses of the Neutral Accountant and Purchaser shall bear the other 70% of such fees, costs and expenses; provided, that Seller and Purchaser shall each be responsible for one half of any retainers or other upfront fees or expenses, subject to re-allocation as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3above. (cg) As used herein, the term “Final Net Assets Statement” means (i) If the Net Assets Base Purchase Price based on the Post-Closing Statement if Buyer does not deliver a Net Assets Objection in accordance with as finally determined pursuant to this Section 3.2(b); 1.7 is greater than the Estimated Base Purchase Price, then the amount of such difference shall be paid by Purchaser to Seller and (ii) if Buyer timely gives the Estimated Base Purchase Price is greater than the Base Purchase Price based on the Post-Closing Statement as finally determined pursuant to this Section 1.7, then the amount of such difference shall be paid by Seller to Purchaser, in each case of (i) and (ii), in cash by wire transfer of immediately available funds to a Net Assets Objection bank account previously designated in writing by the relevant Party and all within two (2) Business Days of the disputed items are resolved by mutual agreement of date on which the Parties, the Net Assets Statement, as amended, if necessary, Post-Closing Statement is finally determined pursuant to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties and the resolution of all other disputes by the Arbitratorthis Section 1.7.

Purchase Price Adjustment. (a) Within thirty ninety (3090) days after the Closing Date, Seller Pfizer shall prepare and deliver to Buyer Purchaser a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum Working Capital of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on hand Business as of the Closing Date as determined through a physical inventory conducted by Seller on or before (the fifth day following the Closing Date, the results of which "Working Capital Statement"). The Working Capital Statement shall be adjusted from Buyer’s unaudited and Seller’s books and records to reflect shall state the Inventory and Iteris GmbH inventory Working Capital of the Business as of the Closing Date, calculated using the spot exchange rates for the appropriate currencies as published in the Wall Street Journal, Eastern Edition, on the Closing Date taking into account any transfers made pursuant to Section 2.3(c) and the settlement of any Liabilities referred to in Section 2.6(e) after the Closing Date, which for the purposes of the Working Capital Statement shall be deemed to have been settled on the Closing Date at the amount settled. Buyer or its representatives Purchaser shall have the right to observe the physical inventory and shall have full provide Pfizer with access to all books the books, records, and records with respect personnel of the Business necessary for Pfizer to prepare the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a)Working Capital Statement. (b) If Buyer reasonably believes Purchaser may dispute the amounts reflected on the line items of the Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an entry contained on such Working Capital Statement is based on facts or occurrences arising solely between the Net Assets Statement contains errors date of the Financial Statements and the date of the Working Capital Statement, (ii) a Disputed Item does not reflect, or has not been prepared made in accordance a manner consistent with, the provisions of this Agreement, and (iii) to the extent the amount disputed with respect to all Disputed Items exceeds $2,750,000 in the Agreed Proceduresaggregate; provided, Buyer may deliver to Seller a written notice however, the Purchaser shall notify Pfizer in writing of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyereach Disputed Item, which notice shall and specify the nature of each amount thereof in dispute and the basis therefor therefor, within ninety (90) days after receipt of the Working Capital Statement. The failure by Purchaser to provide a “Net Assets Objection”). Failure by Buyer notice of Disputed Items to deliver a Net Assets Objection Pfizer within the thirty-such ninety (90) day period will be deemed to be Buyer’s constitute Purchaser's acceptance of all the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth items in the Net Assets Objection within sixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the parties shall follow the arbitration procedures set forth in Section 3.3Working Capital Statement. (c) As used hereinIf a notice of Disputed Items shall be timely delivered pursuant to subclause (b) above, the term “Final Net Assets Statement” means (i) the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement of the Parties Pfizer and the resolution Purchaser shall, during the ten (10) Business Days following the date of such delivery (the "Resolution Period"), negotiate in good faith to resolve the Disputed Items. If during such Resolution Period the parties are unable to reach agreement, Pfizer and the Purchaser shall refer all other disputes by the Arbitrator.unresolved Disputed

Purchase Price Adjustment. (a) For the purposes of clarification only, Seller is retaining all accounts payable and accounts receivable with respect to each Country Unit arising out of the operation and conduct of the Business before the Applicable Closing Date for such Country Unit and the only purchase price adjustment with respect to changes in the working capital of the Business after any Closing will be the adjustments pursuant to this Section 2.04. (b) Within thirty (30) 120 days after the Applicable Closing Date, Seller shall prepare and deliver to Buyer a statement in the form of Schedule 2.04(b) (in its draft form, the “Price Adjustment Statement”), setting forth its calculation as of the Applicable Closing Date of the actual (i) Closing Inventory for such applicable Country Units and (ii) only in the case of the Principal Closing Date, the Prepaid Tax Amount (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net AssetsFinal Prepaid Tax Amount”). The Net Assets Statement To the extent that the Closing Inventory, with respect to the applicable Country Unit (once final and binding pursuant to the provisions of Section 2.04(f)) is greater than the applicable Inventory Target, with respect to such applicable Country Units, or less than the applicable Inventory Target, with respect to such applicable Country Units, the Purchase Price shall be preparedadjusted as described in Section 2.04(f) below. To the extent that the Final Prepaid Tax Amount (once final and binding pursuant to the provisions of this Section 2.04) is greater than the Estimated Prepaid Tax Amount or less than the Estimated Prepaid Tax Amount, the Purchase Price shall be adjusted as described in Section 2.04(g) below. (c) In connection with the preparation of each Price Adjustment Statement, Buyer shall (A) assist, and shall cause its Affiliates to assist, Seller, its accountants, advisors and other representatives in its preparation of each Price Adjustment Statement and (B) afford to Seller, its accountants, advisors and other representatives, reasonable access during normal business hours to the Closing Net Assets shall be calculatedpersonnel, properties, books and records of the Business in accordance with the agreed procedures possession of Buyer or its Affiliates (and accounting practices set forth on Schedule 3.2(aits and their accountants, subject to executing customary access letters) to the extent relevant to the preparation of any Price Adjustment Statement (including any taking and preparing of physical counts of Inventory). For purposes of this Section 2.04, the “Agreed Procedures”) and the net calculation of book value of the Inventory will be determined in a manner consistent with Seller’s inventory and Iteris GmbH inventory shall be computed based upon other relevant accounting policies used in the quantities of Inventory and Iteris GmbH inventory on hand as preparation of the Closing Date 2015/2016/2017 Draft Financial Statements, as determined through a physical inventory conducted by Seller on or before the fifth day following the Closing Dateset forth in Schedule 2.04(c) (collectively, the results of which shall be adjusted from Buyer’s and Seller’s books and records to reflect the Inventory and Iteris GmbH inventory as of the Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a“Accounting Policies”). (bd) Each Price Adjustment Statement shall become final and binding upon the parties on the 30th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller on or prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller, then the relevant Price Adjustment Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters in dispute are resolved in writing by an accounting firm (in accordance with the procedure set forth in this Section 2.04) selected by Seller and Buyer reasonably believes or, if the parties are unable to agree, an independent accounting firm selected by Seller’s and Buyer’s independent accounting firms (such firm, the “Accounting Firm”). (e) Buyer and Seller acknowledge and agree that the Net Assets dispute resolution provisions set forth in Section 11.12 shall not apply to any dispute described in this Section 2.04. During the 30-day period immediately following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit for review and resolution by the Accounting Firm any and all matters which remain in dispute and which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination in writing of the values set forth on the relevant Price Adjustment Statement contains errors or has not been (and shall use such determination to prepare the relevant final Price Adjustment Statement), which determination shall be binding on the parties; provided, however, that the scope of such determination by the Accounting Firm shall be limited to: (i) those matters that remain in dispute and that were included in the Notice of Disagreement, (ii) whether, for each calculation of Inventory and the Prepaid Tax Amount, such calculation was prepared in accordance with this Section 2.04, and specifically, whether, in the Agreed Procedurescase of Inventory, Buyer may deliver the Accounting Policies were used, and (iii) whether there were mathematical errors in the relevant Price Adjustment Statement, and the Accounting Firm is not authorized or permitted to Seller make any other determination. The parties shall jointly request that the Accounting Firm render a written notice of objection no later than thirty (30) days after decision resolving the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the basis therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes matters set forth in the Net Assets Objection this Section 2.04(e) within sixty (60) 30 days after its deliverysuch submission. In Without limiting the event that generality of the Parties are unable to resolve an Objection within the sixty-day periodforegoing, the parties Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 3.06 or any other representation or warranty in this Agreement or as to compliance by Seller or any of its Affiliates with any of the covenants in this Agreement (other than this Section 2.04). The relevant Price Adjustment Statement shall follow become final and binding on Buyer and Seller on the arbitration procedures set forth date the Accounting Firm delivers in writing the relevant final Price Adjustment Statement to the parties. The fees and expenses of the Accounting Firm pursuant to this Section 3.32.04 shall be borne one-half each by Buyer and Seller. (cf) As used herein, If the term “Final Net Assets Statement” means (i) Price Adjustment Statement discloses that the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all book value of the disputed items are resolved by mutual agreement applicable Closing Inventory exceeds the applicable Inventory Target, then the amount of such excess shall be added on a dollar-for-dollar basis to the Purchase Price. If the Price Adjustment Statement discloses that the book value of the Partiesapplicable Closing Inventory is less than the applicable Inventory Target, then the Net Assets Statement, as amended, if necessary, to reflect Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such resolution deficit. If the Price Adjustment Statement discloses that the book value of all disputes; or (iii) if any disputed items are submitted the applicable Closing Inventory is equal to the Arbitrator for resolutionapplicable Inventory Target, then there shall be no adjustment to the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by agreement Purchase Price in respect of the Parties and Applicable Closing. (g) If the resolution Price Adjustment Statement discloses that the Final Prepaid Tax Amount exceeds the Estimated Prepaid Tax Amount, then the amount of all other disputes such excess shall be added on a dollar-for-dollar basis to the Purchase Price. If the Price Adjustment Statement discloses that the Final Prepaid Tax Amount is less than the Estimated Prepaid Tax Amount, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the Arbitrator.amount of such