Purchase Price Adjustment.The Purchase Price is based on the build-out of the Improvements yielding 68,250 NRSF of storage space (not including the manager’s on-site office and residence), plus or minus one percent (1%). Thus, the Purchase Price will not change if the actual yield varies from the anticipated yield by less than one percent (1%). Seller’s permit application, however, seeks authorization to build up to an additional 3,128 NRSF of storage space outside the perimeter of building shell located upon the Property, the location and unit mix of such additional storage space to be subject to Purchaser’s prior written approval, not to be unreasonably withheld. In the event that some or all of the additional storage space is permitted and built-out, or the interior build-out yields more than 68,933 NRSF (68,250 NRSF plus 1%), then the Purchase Price shall be increased by One Hundred Ninety Four Dollars ($194) per NRSF of additional storage space (above 68,250 NRSF) constructed by Seller. In the event that the build-out of the Improvements yields less than 67,567 NRSF (68,250 NRSF less 1%), then the Purchase Price shall be decreased by One Hundred Ninety Four Dollars ($194) per NRSF of storage space actually constructed by Seller below the anticipated yield of 68,250 NRSF. The actual NRSF of the storage space portion of the Improvements, once completed, shall be certified to Seller and Purchaser in writing by the “Architect” (as defined below).

Purchase Price Adjustment Amount. Once the Final True-Up Certificate is final, as determined in accordance with [Section 2.6(a)], the Estimated Net Purchase Price shall be, as applicable, either: # increased by an amount, if any, by which: # the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate; exceeds # the Estimated Net Working Capital Adjustment Amount set forth in the Estimated Balance Sheet Certificate; plus # the 2018 EBITDA True-Up Amount, if any (such amount, the “Purchase Price Deficiency”); or # decreased by the amount, if any, by which: # the Estimated Net Working Capital Adjustment Amount set forth in the Estimated Balance Sheet Certificate; exceeds # the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate (such amount, the “Purchase Price Excess”).

Purchase Price Adjustment Payment. Promptly, and in any event within five Business Days following the final determination of the Final Balance Sheet Certificate, as determined in accordance with [Section 2.6(a)], as applicable, either: # if there is a Purchase Price Deficiency, Buyer shall deliver to Seller by wire transfer to the account(s) designated by Seller in the Funds Flow Memo, cash in an amount equal to each Seller Entity its Pro Rata Share of the Purchase Price Deficiency; or # if there is a Purchase Price Excess, Seller shall pay to Buyer, by wire transfer to the account(s) designated by Buyer in the Final Balance Sheet Certificate, cash in an amount equal to the Purchase Price Excess. Notwithstanding the foregoing, Buyer may, in its sole discretion, claim any payment due to it by Seller under this [Section 2.6(d)] from the Escrow Amount, in which case Buyer and Seller will execute joint written instructions to be delivered to the Escrow Agent instructing the Escrow Agent to disburse to Buyer an amount equal to the Purchase Price Excess.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement pursuant to [Section 2.3.4], a dollar-one adjustment to the Purchase Price shall be made and paid by the applicable Party to the other Party pursuant to the terms hereof with regard to the Closing Working Capital only if the Closing Working Capital exceeds the Working Capital Top Collar or the Closing Working Capital is less than the Working Capital Lower Collar, as applicable.

Purchase Price Adjustment. If on the Closing Date the value of the Inventory, as determined by Buyer based on a physical inventory count conducted by Buyer and observed by Seller at least one Business Day prior to the Closing Date, is greater than $165,000, the Purchase Price shall be adjusted upwards on a dollar-for-dollar basis by the amount by which the Inventory value on the Closing Date exceeds $165,000. If such Inventory value is less than $135,000 (so that the condition to closing in [Section 2.4.3(i)] is not met), the Parties agree that Buyer may waive such condition and in such case the Purchase Price shall be adjusted downwards on a dollar-for-dollar basis by the amount by which the Inventory value on the Closing Date is less than $135,000.

Purchase Price Adjustment Amount. Once the Final Balance Sheet Certificate is final, as determined in accordance with [Section 2.3(a)], the Estimated Net Purchase Price shall be, as applicable: # increased by the amount, if any, by which # the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate exceeds # the Estimated Net Working Capital Adjustment Amount set forth in the Estimated Balance Sheet Certificate; # decreased by the amount, if any, by which # the Estimated Net Working Capital Adjustment Amount set forth in the Estimated Balance Sheet Certificate exceeds # the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate; and # decreased by the Unidentified Liabilities, if any. If the foregoing amounts sum to an upward adjustment to the Estimated Net Purchase Price, such amount is referred to herein as the “Purchase Price Deficiency”. Alternatively, if the foregoing amounts sum to a downward adjustment to the Estimated Net Purchase Price, such amount is referred to herein as the “Purchase Price Excess”.

Adjustment to Purchase Price. Any indemnification payments made pursuant to this Article 11 will be treated as adjustments to the Purchase Price or Earn-Out Payments, as applicable, unless otherwise required by Law.

Adjustment to Purchase Price. Any indemnification payments made pursuant to this Article 9 will be treated as adjustments to the Purchase Price to the extent permitted by Law.

Purchase Price Adjustment. Seller and Buyer have agreed to increase the Purchase Price to $5,350,000, subject to the adjustments set forth in the Agreement..

Not later than 120 days after the Closing Date, Purchaser shall deliver to the Representative a statement (the “Closing Statement”) setting forth the Working Capital as of the Closing, the Company Debt as of the Closing, the Severance Obligations as of the Closing, and the Purchase Price as adjusted by the foregoing in accordance with Section 1.2, together with a consolidated balance sheet of the Company as of the Closing and all relevant backup materials, in detail reasonably acceptable to Representative. The Pre-Closing Statement and such consolidated balance sheet shall be prepared in accordance with IFRS and Spanish GAAP. From the delivery of the Closing Statement until such time as the Closing Statement and final Purchase Price, as adjusted, shall have been finally determined pursuant to this Section 1.3, the 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 be provided complete and accurate copies of, and have reasonable access (including electronic access, to the extent 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.