Closing Purchase Price. Each Purchaser shall have delivered such Purchaser’s Closing Purchase Price to the Company by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in [Exhibit C].

Payment of Purchase Price at Closing. Subject to the satisfaction of all of the conditions set forth in this Agreement, at the Closing, Purchaser shall deliver to the Stockholders the Estimated Purchase Price, minus the Escrow Amount, by wire transfer of immediately available funds. Such amount shall be paid to each Stockholder in the proportions provided in Exhibit G. At the Closing Date, Purchaser shall leave the Escrow Amount in the Bank Account and maintain the Escrow Amount in the Bank Account until the adjustment of the Purchase Price has been finalized pursuant to Section 1.3(c). The payment of the Purchase Price and the completion of transactions contemplated hereby shall be subject to the terms of the Deed of Sale and Purchase and receipt by the Stockholders of the Purchase Price as contemplated herein and therein.

Section # Adjustments to Purchase Price at Closing. At the Closing, the Purchase Price shall be adjusted as follows:

The Purchase Price shall be increased based on the following calculations determined by Purchaser and the Sellers:

Closing Purchase Price. The Closing Purchase Price for all the Preferred Stock purchased by other Purchasers who are not affiliates of such Purchaser shall have been, or concurrently with the Closing will be, delivered to the Company by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in [Exhibit C].

At Closing, without limiting Section 2.5, the Cash portion of the Purchase Price will be adjusted in accordance with this Section 2.4. No later than three (3) Business Days prior to the Closing Date, Sellers will in good faith prepare (as a reasonable and prudent Person) and provide to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”) identifying all adjustments to the Purchase Price, without duplication, known by Sellers to be made at Closing, in accordance with this Agreement and as of the time of the preparation of the Preliminary Settlement Statement (including reasonable estimates of any such amounts where actual amounts are not available). After the delivery of the Preliminary Settlement Statement to Buyer and prior to the Closing, Sellers shall consult in good faith with Buyer regarding any reasonable changes to the Preliminary Settlement Statement proposed by Buyer prior to the Closing. Without limiting Section 2.5, the Preliminary Settlement Statement, as agreed upon in writing by Sellers and Buyer, will be used to adjust the Purchase Price at Closing; provided, however, that if Sellers and Buyer cannot agree in writing on the Preliminary Settlement Statement prior to Closing, then the Preliminary Settlement Statement proposed by Sellers, taking into account any adjustments thereto agreed to by the Parties, will be used to adjust the Purchase Price at Closing. Sellers and Buyer acknowledge that some items in the Preliminary Settlement Statement may be estimates or otherwise subject to change in the Final Settlement Statement.

At Closing, without limiting Section 2.4, the Purchase Price will be adjusted in accordance with this Section 2.3. No later than three (3) Business Days prior to the Closing Date, Sellers will in good faith prepare (as a reasonable and prudent Person) and provide to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”) identifying all adjustments to the Purchase Price, without duplication, known by Sellers to be made at Closing, in accordance with this Agreement and as of the time of the preparation of the Preliminary Settlement Statement (including reasonable estimates of any such amounts where actual amounts are not available). After the delivery of the Preliminary Settlement Statement to Buyer and prior to the Closing, Sellers shall consult in good faith with Buyer regarding any reasonable changes to the Preliminary Settlement Statement proposed by Buyer prior to the Closing. Without limiting Section 2.4, the Preliminary Settlement Statement, as agreed upon in writing by Sellers and Buyer, will be used to adjust the Purchase Price at Closing; provided, however, that if Sellers and Buyer cannot agree in writing on the Preliminary Settlement Statement prior to Closing, then the Preliminary Settlement Statement proposed by Sellers, taking into account any adjustments thereto agreed to by the Parties, will be used to adjust the Purchase Price at Closing. Sellers and Buyer acknowledge that some items in the Preliminary Settlement Statement may be estimates or otherwise subject to change in the Final Settlement Statement.

No later than three (3) Business Days prior to the Closing Date, Seller will in good faith prepare (as a reasonable and prudent Person) and provide to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”) identifying all adjustments to the Purchase Price, without duplication, known by Seller to be made at Closing, in accordance with this Agreement and as of the time of the preparation of the Preliminary Settlement Statement (including reasonable estimates of any such amounts where actual amounts are not available). After the delivery of the Preliminary Settlement Statement to Buyer and prior to the Closing, Seller shall consult in good faith with Buyer regarding any reasonable changes to the Preliminary Settlement Statement proposed by Buyer prior to the Closing. Without limiting Section 2.5, the Preliminary Settlement Statement, as agreed upon in writing by Seller and Buyer, will be used to adjust the Purchase Price at Closing; provided, however, that if Seller and Buyer cannot agree in writing on the Preliminary Settlement Statement prior to Closing, then the Preliminary Settlement Statement proposed by Seller, taking into account any adjustments thereto agreed to by the Parties, will be used to adjust the Purchase Price at Closing. Seller and Buyer acknowledge that some items in the Preliminary Settlement Statement may be estimates or otherwise subject to change in the Final Settlement Statement. The adjusted Purchase Price, as reflected in the Preliminary Settlement Statement in accordance with this Section 2.4(a), is referred to as the “Closing Adjusted Purchase Price”.

At Closing, without limiting Section 2.4, the Purchase Price will be adjusted in accordance with this Section 2.3. No later than three (3) Business Days prior to the Closing Date, Seller will in good faith prepare (as a reasonable and prudent Person) and provide to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”) identifying all adjustments to the Purchase Price, without duplication, known by Seller to be made at Closing, in accordance with this Agreement and as of the time of the preparation of the Preliminary Settlement Statement (including reasonable estimates of any such amounts where actual amounts are not available). After the delivery of the Preliminary Settlement Statement to Buyer and prior to the Closing, Seller shall consult in good faith with Buyer regarding any reasonable changes to the Preliminary Settlement Statement proposed by Buyer prior to the Closing. Without limiting Section 2.4, the Preliminary Settlement Statement, as agreed upon in writing by Seller and Buyer, will be used to adjust the Purchase Price at Closing; provided, however, that if Seller and Buyer cannot agree in writing on the Preliminary Settlement Statement prior to Closing, then the Preliminary Settlement Statement proposed by Seller, taking into account any adjustments thereto agreed to by the Parties, will be used to adjust the Purchase Price at Closing. Seller and Buyer acknowledge that some items in the Preliminary Settlement Statement may be estimates or otherwise subject to change in the Final Settlement Statement.

Prior to the date hereof, Seller has delivered to Buyer a report (the “Estimated Closing Report”) setting forth its good faith calculation of # the estimated Acquired Companies Indebtedness (“Estimated Acquired Companies Indebtedness”); # the estimated Transaction Expenses (“Estimated Transaction Expenses”), # the Estimated Cash Amount and # the Closing Purchase Price. The Estimated Closing Report shall be binding on the Parties hereto for purposes of determining the Estimated Acquired Companies Indebtedness, Estimated Transaction Expenses, the Estimated Cash Amount and the Closing Purchase Price.