Retained Profits

Retained Profits. The Purchase Price shall be increased by the amount by which the retained profits (accumulated earnings less declared dividends) (Bilanzgewinn) of the Company for the fiscal year ended September 30, 2011 as determined by the Company's audited financial statements (Jahresabschluss) (the "2011 Financial Statements") prepared by accountants of Purchaser's choice, applying German GAAP (the "Retained Profits") exceed the amount of EUR 2,000,000.00 (in words: Euro two million).