Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment, if any, shall be as follows: (A) If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be required.

Post-Closing Adjustment. (a) The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (i) Not later than ninety (90A) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Working Capital Adjustment Amount set forth in the Final Closing Statement”), which statement shall be prepared minus (B) the Working Capital Adjustment Amount set forth in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: Statement, plus (ii) (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and Indebtedness Amount set forth in the Estimated Closing Statement, minus (B) a calculation of the Closing Working Capital as of Indebtedness Amount set forth in the close of business on the day immediately prior to Final Closing Statement, plus (iii) (A) the Closing Date. Cash Amount set forth in the Final Closing Statement, minus (iiB) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (iv) (A) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (B) the Closing Transaction Expense Amount set forth in the Final Closing Statement, plus (v) (A) the Closing LNG and Fuel Inventory Value set forth in the Final Closing Statement, minus (B) the Closing LNG and Fuel Inventory Value set forth in the Estimated Closing Statement. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, if any, shall be as follows:the “Final Purchase Price.” (Ab) If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not applypositive amount, then Buyer the Closing Purchase Price shall pay to Seller be adjusted upwards in an amount equal to the Positive Post-Closing Adjustment. In such event, (i) Purchaser and Seller shall deliver joint written notice to the Escrow Agent to release all funds then held in the Adjustment Amount, minus Escrow Fund to Seller and (ii) Purchaser shall pay the Excess Amount, if any, or plus amount of the Shortfall Amount, if any (as applicable)Post-Closing Adjustment to Seller. (Bc) If the amount of the Post-Closing Adjustment is a Negative Adjustment Amount: negative (1in which case the “Post-Closing Adjustment” for purposes of this clause (c) but shall be deemed to be equal to the Shortfall Amount is greater than absolute value of such amount), the Negative Adjustment Amount, then Buyer Closing Purchase Price shall pay to Seller be adjusted downwards in an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applyPost-Closing Adjustment. In such event, then Purchaser and Seller shall pay to Buyer an amount equal deliver joint written notice to the Negative Adjustment AmountEscrow Agent specifying the amount of the Post-Closing Adjustment, minus and shall jointly instruct the Shortfall Amount, if any, or plus Escrow Agent to release the Excess Amount, if any (as applicable). (C) If amount of the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment out of the Adjustment Escrow Fund to Purchaser in accordance with the terms of the Escrow Agreement. If the Adjustment Escrow Fund is insufficient to cover the entire amount payable to Purchaser pursuant to this clause (c), then the Escrow Agent shall be requireddistribute the entire Adjustment Escrow Fund to Purchaser upon receipt of the joint written instruction referenced above, and, at Purchaser’s election, either (x) Seller shall pay an amount to Purchaser equal to the Post-Closing Adjustment less the Adjustment Escrow Fund or (y) Seller and Purchaser shall jointly instruct the Escrow Agent to release such deficiency from the Indemnity Escrow Fund. In the event the amount of funds in the Adjustment Escrow Fund exceeds the amount of the Post-Closing Adjustment, then the Escrow Agent, after paying the amount of the Post-Closing Adjustment to Purchaser as provided herein, shall pay the remaining funds in the Adjustment Escrow Fund to Seller.

Post-Closing Adjustment. (i) Not later than ninety (90) days after If the Closing DatePurchase Price is greater than the Final Purchase Price (such difference, Buyer shall prepare and deliver to Seller a statement (the “Post-Closing Working Capital StatementAdjustment Shortfall Amount”), which statement shall be prepared then Buyer and the Stockholders’ Agent shall, within three (3) Business Days of the determination of the Final Purchase Price in accordance with Canadian GAAP applied on a basis consistent with this Section 2.16, jointly instruct the calculation Escrow Agent to pay the Post-Closing Adjustment Shortfall Amount to Buyer out of the Estimated Purchase Price Adjustment Escrow Fund by wire transfer in immediately available funds. If the amount of funds in the Purchase Price Adjustment Escrow Fund exceeds the Post-Closing Working Capital Adjustment Shortfall Amount, then Buyer and contain: (A) an unaudited balance sheet of Seller (without giving effect the Stockholders’ Agent shall also jointly instruct the Escrow Agent to, after paying the Post-Closing Adjustment Shortfall Amount to the transactions contemplated hereby) as Buyer, pay to each Company Stockholder its Pro Rata Portion of the close remaining amount of business on funds in the day immediately prior Purchase Price Adjustment Escrow Fund. If the Purchase Price Adjustment Escrow Fund is insufficient to cover the Post-Closing Date; and (B) a calculation of Adjustment Shortfall Amount, then Buyer and the Closing Working Capital Stockholders’ Agent shall jointly instruct the Escrow Agent to distribute the entire Purchase Price Adjustment Escrow Fund to Buyer as of the close of business on the day immediately prior to the Closing Dateprovided above. (ii) The If the Final Purchase Price is greater than the Closing Purchase Price (such excess amount, the “Post-Closing AdjustmentAdjustment Excess Amount”), if any, then the Company Stockholders shall be as follows: entitled to receive such excess amount, and Buyer shall, within five (A5) If Business Days of the determination of the Final Purchase Price in accordance with this Section 2.16, pay to the Paying Agent an amount equal to the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer which shall pay to Seller an amount equal be distributed to the Positive Company Stockholders as Merger Consideration in accordance with Section 2.8. Notwithstanding the foregoing, any Post-Closing Adjustment AmountExcess Amount shall be payable in cash and Buyer Common Shares in proportion to the total Cash Merger Consideration and the total Stock Merger Consideration; provided, minus that the Excess Amount, if any, or plus portion of the Shortfall Amount, if any (Additional Consideration payable in Buyer Common Shares shall be calculated based on the Buyer Average Stock Price as applicable). (B) If of the date of such payment. Concurrently with the payment of the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target Buyer and the Working Capital Lower Target, and: (1) Stockholders’ Agent shall also jointly instruct the Cash Consideration paid Escrow Agent to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an each Company Stockholder its Pro Rata Portion of the remaining amount equal to such Excess Amount; (2) of funds in the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Purchase Price Adjustment shall be requiredEscrow Fund.

Post-Closing Adjustment. (a) If the sum of (i) Not later than ninety (90) days after the difference between the Closing DateAdjusted Statutory Capital set forth in the Final Statement minus the amount of Estimated Adjusted Regulatory Capital, Buyer shall prepare and deliver to Seller a statement plus (ii) the “difference between the Closing Insolvency Protection Reserve Capital set forth in the Final Statement minus the amount of Estimated Insolvency Regulatory Reserve Requirement, plus (iii) the difference between the Closing Net Working Capital Statement”)set forth in the Final Statement minus the amount of Estimated Net Working Capital, which statement shall be prepared plus (iv) the difference between the Closing Net Asset Value set forth in accordance with Canadian GAAP applied on a basis consistent with the calculation Final Statement minus the amount of Estimated Net Asset Value, plus (v) the difference between the Closing Date Cash set forth in the Final Statement minus the amount of Estimated Closing Working Capital and contain: Date Cash, plus (vi) the difference between the amount of Estimated Closing Date Indebtedness minus the Closing Date Indebtedness set forth in the Final Statement, plus (vii) the difference between the amount of Estimated Seller Transaction Expenses minus the Seller Transaction Expenses set forth in the Final Statement equals (A) an unaudited balance sheet of Seller (without giving effect a positive amount, then the Purchaser shall pay such amount in cash to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and Seller, or (B) a calculation negative amount, then the Seller shall pay the absolute value of the Closing Working Capital as of the close of business on the day immediately prior such amount in cash to the Closing Date. Purchaser (ii) The such amount, if any, that either the Purchaser is obligated to pay to the Seller, or the Seller is obligated to pay to the Purchaser, being herein referred to as the “Post-Closing Adjustment”) or, if anyin the Purchaser’s sole discretion, shall be as follows: (A) If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but Purchaser may satisfy such amounts from the Positive Adjustment Amount is less than Escrow Funds. Payment of the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be requiredmade within five (5) Business Days after the Final Statement becomes such. (b) In the event that, following determination of the Post-Closing Adjustment, the Purchaser or any of its Affiliates (including the Transferred Entities) actually collect any portion of the Provider Advances Receivable that was not included in the calculation of Closing Net Asset Value, the Purchaser shall promptly remit such payment to the Seller.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment, if any, ” shall be as follows: equal to (Aa) (i) the amount of Working Capital set forth in the Final Closing Statement minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amountpositive amount, Seller then Purchaser shall pay to Buyer the such positive amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay in cash to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, (or plus the Shortfall Amount, if any (as applicableone or more Affiliates designated by Seller). (B) . If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applynegative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Buyer Purchaser the absolute value of such negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an amount equal account designated in writing by the party entitled to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or payment within three (3) there was no adjustment to Business Days after the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-determination of the Final Closing Adjustment shall be requiredStatement.

Post-Closing Adjustment. (i) Not later than Within ninety (90) days after the Closing Date, Buyer Buyer, with reasonable input and review by Holdings, shall prepare and deliver to Seller a statement Holdings an unaudited draft balance sheet of the Company as of the time of Closing (the “Closing Working Capital StatementBalance Sheet”), which statement shall be and a calculation of the Net Asset Value (the “Actual Net Asset Value”) prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of Company Accounting Policies and Estimated Calculations as set forth in Schedule 3, including the Estimated Closing Working Capital and contain: adjustments set forth thereon, (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date“Actual Net Asset Value Statement”). (ii) The post-closing adjustment shall be an amount equal to the Closing Net Asset Value minus the Estimated Net Asset Value, with a dollar for dollar adjustment (whether positive or negative) equal to the difference between the Closing Net Asset Value and the Estimated Net Asset Value (the “Post-Closing Adjustment, if any, shall be as follows: (A) ”). If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amountpositive number, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller Holdings an amount equal to the Positive Adjustment AmountPost-Closing Adjustment, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Closing Adjustment Holdback. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but negative number, the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to retain the amount by which of the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment from the Closing Adjustment Holdback, and, to the extent that the Closing Adjustment Holdback is insufficient to cover the entire Post-Closing Adjustment, from the Holdback to the extent of such insufficiency. (iii) From the Closing Date through the date of the determination of the final Purchase Price Adjustment provided for in this Section 1.8, Buyer shall give Holdings and its advisors reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the accountants for the Company and Buyer in order to review the Post-Closing Adjustment, Closing Balance Sheet and Closing Net Asset Value Statement; provided, that such access shall be requiredin a manner that does not interfere with the normal business operations of Buyer or the Company. (iv) For purposes of this subsection (b), the Parties agree to allocate expenses for utilities, water, internet, phone and sewer charges incurred in the operation of the business of the Company based on the number of days occurring period to the Closing Date and beginning on and following the Closing Date during the billing period.

Post-Closing Adjustment. Immediately following the completion and filing by the Company of its regular Annual Statement with the Tennessee Insurance Division as set forth below, there shall be a "Post- Closing Adjustment" whereby the amounts of the Reserves and Policy Assets that were estimated and used to effect the Closing will be replaced by the actual amounts of the Reserves and Policy Assets as of December 31, 1997, such that the Net Transfer Amount shall be recalculated, using the format of Schedule 4.3 attached hereto. The December 31, 1997, Reserves and Policy Assets shall be determined as set forth in Section 10.5. Using the format of Schedule 4.3, the parties shall calculate the amount that should have been transferred at Closing if the amount of the Reserves and Policy Assets as of December 31, 1997, had been known at Closing. If the Net Transfer Amount is more than the Closing Net Transfer Amount, the Company shall transfer additional assets to Reinsurer equal in amount to such differential ("Adjusting Transfer Amount"), together with interest on the Adjusting Transfer Amount (at the rate of the 6.2% per annum) from the Effective Date to the "Post-Closing Adjustment Date" (as hereinafter defined). If the Net Transfer Amount is less than the Closing Net Transfer Amount, Reinsurer shall transfer assets to the Company equal in amount to such differential ("Adjusting Transfer Amount"), together with interest on the Adjusting Transfer Amount (at the rate of the 6.2% per annum) from the Effective Date to the "Post-Closing Adjustment Date" (as hereinafter defined). The assets comprising such Adjusting Transfer Amount shall consist of (i) Not later than ninety bonds having an NAIC designation of 1, (90ii) days after the Closing Dateaccrued investment income attributable to said bonds, Buyer shall prepare and deliver to Seller a statement (the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (Aiii) an unaudited balance sheet of Seller (without giving effect Policy Assets attributable to the transactions contemplated hereby) as Policies (that is, an adjustment, up or down, of such Policy Assets to bring the close of business on the day immediately prior to the Closing Date; and (B) a calculation Policy Assets component of the Closing Working Capital as of Transfer Amount in line with the close of business on the day immediately prior actual Policy Assets attributable to the Closing Date. (iiPolicies at December 31, 1997,) and/or cash. The Post-Closing Adjustment, if any, shall be as follows: (A) If purpose of this Section 4.3 is that the Post-Closing Adjustment is a Positive shall put the parties in the respective positions they would have been in if the Closing had used the Reserves and Policy Assets determined as of December 31, 1997, instead of the amounts that were used to accommodate an earlier Closing. The Post-Closing Adjustment Amount: shall take place on the first business day falling next after the expiration of ten (110) but days following the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by date on which the Excess Company files its 1997 Annual Statement with the Tennessee Insurance Division, referred to herein as the "Post-Closing Adjustment Closing Date." The Adjusting Transfer Amount exceeds shall bear interest at the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not applyrate of 10% per annum, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amountcompounded annually, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) If beginning on the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable)Closing Date until paid. (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be required.

Post-Closing Adjustment. (i) Not later than ninety (90) days after To the extent that the Working Capital set forth on the Post-Closing Date, Buyer shall prepare and deliver to Seller a statement Balance Sheet (the “Closing Final Working Capital StatementAmount”) exceeds the Estimated Working Capital Amount (such excess, if any, the “Working Capital Increase Amount”), which statement Equity One shall cause EQY-CSC to issue additional LIH LLC Shares to LIH in an amount (rounded to the nearest whole number) equal to the quotient of the Working Capital Increase Amount divided by the Exchange Price (provided, that to the extent such Working Capital Increase Amount, when added to the amount of any Estimated Working Capital Surplus divided by the Exchange Price pursuant to Section 3.1(b)(i)(B), exceeds $2,500,000 in the aggregate, such excess amount shall be prepared in accordance with Canadian GAAP applied on a basis consistent with divided by the calculation EQY VWAP Price instead of the Estimated Closing Working Capital Exchange Price), and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing DateShare Allocation Schedule shall be amended accordingly. (ii) The Post-Closing Adjustment, if any, shall be as follows: (A) If To the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but extent that the Positive Adjustment Final Working Capital Amount is less than the Excess Estimated Working Capital Amount (such deficiency, if any, the “Working Capital Decrease Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply”), then Buyer Equity One shall pay cause EQY-CSC to Seller reduce and cancel that number of LIH LLC Shares previously issued to LIH pursuant to Sections 2.3 and 2.5(c)(ii) hereunder in an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any that number (as applicable). (B) If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal rounded to the amount by nearest whole number) which is the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between quotient of the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased Decrease Amount divided by the Excess Amount Exchange Price (provided, that to the extent the number of LIH LLC Shares have been previously increased pursuant to Section 2.06(a)(ii3.1(b)(i)(B), then Seller the value at which LIH LLC Shares to be reduced and canceled under this clause (ii) shall pay to Buyer an amount equal to be commensurate, pro rata, with the value at which such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount LIH LLC Shares were previously increased pursuant to Section 2.06(a)(ii3.1(b)(i)(B)), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to and the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment Share Allocation Schedule shall be requiredamended accordingly.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of Amount set forth in the close of business on the day immediately prior to the Final Closing Date. Statement, minus (ii) The Post-the Closing AdjustmentWorking Capital Amount set forth in the Estimated Closing Statement, if anyplus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, shall be as follows: minus (Aii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a Positive Adjustment Amount: positive amount, then Purchaser shall pay, or cause to be paid, in cash to Parent (1or one or more Affiliates designated by Parent) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which of the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountnegative amount, then Buyer Parent (or an Affiliate designated by Parent) shall pay in cash to Seller an amount equal to Purchaser the absolute value of the amount by which of the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applyPost-Closing Adjustment. The Closing Purchase Price, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased adjusted by the Excess Amount Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.06(a)(ii), then Seller 2.7 shall pay be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to Buyer an amount equal account designated in writing by the party entitled to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or payment within three (3) there was no adjustment to Business Days after the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-determination of the Final Closing Adjustment shall be requiredStatement.

Post-Closing Adjustment. Within five (5) Business Days after the earlier to occur of (x) the expiration of the Closing Statement Review Period, if no Closing Statement Objection Notice is delivered by Sellers to Buyer by such date, and (y) the final resolution of all disputes properly and timely asserted by Sellers regarding the Closing Statement pursuant to Section 2.2(c) above: (i) Not later than ninety if the Estimated Payment Adjustment is a positive number, then (901) days after the Closing Date, Buyer shall prepare and deliver pay to Seller a statement (Sellers the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation aggregate amount of the Estimated Closing Working Capital Payment Adjustment by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers and contain: (A2) Buyer and Sellers shall direct the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Sellers by wire transfer of immediately available funds to an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date.account or accounts designated in advance by Sellers; (ii) The Post-Closing Adjustment, if any, shall be as follows: (A) If the Post-Closing Estimated Payment Adjustment is a Positive Adjustment Amount: negative number, then Buyer and Sellers shall direct the Escrow Agent in writing to disburse (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Estimated Payment Adjustment Amount, minus from the Excess Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer and (2) the remainder of the Adjustment Escrow Amount, if any, to Sellers by wire transfer of immediately available funds to an account or plus accounts designated in advance by Sellers, provided, that if the Shortfall Amount, if any (as applicable). (B) If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Escrow Amount is greater than the Negative insufficient to satisfy any Estimated Payment Adjustment Amountdue and owing to Buyer (an “Adjustment Shortfall”), then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller Sellers shall pay to Buyer by wire transfer of immediately available funds to an amount account or accounts designated in advance by Buyer the Adjustment Shortfall; and (iii) if the Estimated Payment Adjustment is equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any Zero and 00/100 Dollars (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii$0.00), then no Post-Closing Adjustment payment shall be requireddue by either Buyer or Sellers under this Section 2.2(d) and Buyer and Sellers shall direct the Escrow Agent in writing to disburse the Adjustment Escrow Amount to Sellers by wire transfer of immediately available funds to an account or accounts designated in advance by Sellers.

Post-Closing Adjustment. (i1) Not later than ninety (90) days after If the Purchase Price set forth in the Closing DateStatements is equal to the Estimated Purchase Price set forth in the Estimated Statements, Buyer then no further adjustment will be made to the Purchase Price and, with respect to the Adjustment Escrow Fund, the Purchaser and the Vendors shall prepare and deliver provide joint written instructions to Seller a statement (the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation Escrow Agent to release to each of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet Vendors their Pro Rata Portion of Seller (without giving effect the Adjustment Escrow Fund, by wire transfer of immediately available funds to the transactions contemplated hereby) as of accounts designated by the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing DateVendors. (ii2) The Post-If the Purchase Price set forth in the Closing AdjustmentStatements is greater than the Estimated Purchase Price set forth in the Estimated Statements, if any, then the Purchaser shall be pay to the Vendors the amount of such difference as follows: (Aa) the Purchaser and the Vendors shall provide joint written instructions to the Escrow Agent to release to each of the Vendors their Pro Rata Portion of the Adjustment Escrow Fund, by wire transfer of immediately available funds to the accounts designated by the Vendors; and (b) to the extent that the difference owed by the Purchaser to the Vendors exceeds the amount of the Adjustment Escrow Fund, the Purchaser shall pay to each of the Vendors their Pro Rata Portion of the remaining balance by wire transfer of immediately available funds to the accounts designated by the Vendors within two Business Days after the Draft Closing Statements become the Closing Statements in accordance with Section 2.6(4) or Section 2.6(5) (the “Adjustment Date”), as the case may be. (3) If the Post-Purchase Price set forth in the Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount Statements is less than the Excess AmountEstimated Purchase Price set forth in the Estimated Statements, Seller then the Vendors shall pay to Buyer the Purchaser the amount of such difference as follows: (a) if the difference owed by which the Excess Amount Vendors to the Purchaser exceeds the Positive amount of the Adjustment Amount; orEscrow Fund, then on the Adjustment Date, (2i) Section 2.06(b)(i)(A)(1the Purchaser and the Vendors shall provide joint written instructions to the Escrow Agent to release to the Purchaser the Adjustment Escrow Fund, by wire transfer of immediately available funds to an account designated by the Purchaser; and (ii) does not apply, then Buyer each of the Vendors shall pay to Seller an amount equal the Purchaser their Pro Rata Portion of the remaining balance owed to the Positive Adjustment Amount, minus Purchaser by wire transfer of immediately available funds to the Excess Amount, if any, or plus account designated by the Shortfall Amount, if any (as applicable)Purchaser. (Bb) If the Post-Closing difference owed by the Vendors to the Purchaser is less than the amount of the Adjustment is a Negative Escrow Fund, then on the Adjustment AmountDate, the Purchaser and the Vendors shall provide joint written instructions to the Escrow Agent to release: (1i) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which Purchaser from the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer Escrow Fund an amount equal to such Excess Amount;difference, by wire transfer of immediately available funds to an account designated by the Purchaser; and (2ii) to each of the Cash Consideration paid Vendors their Pro Rata Portion of the remaining balance of the Adjustment Escrow Fund (after the payment to Seller was reduced the Purchaser in Section 2.7(3)(b)(i)), by wire transfer of immediately available funds to accounts designated by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be requiredVendors.

Post-Closing Adjustment. (iA) Not later than ninety (90) Within 90 days after following the Closing Date, Buyer Purchaser shall prepare and deliver to Seller the Representative a statement (the “Post-Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the ) setting forth Purchaser’s good faith calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing actual Net Working Capital as of the close of business on Effective Time (the “Actual Net Working Capital”). During the 90 day immediately prior to period following the Closing Date. , the Sellers shall (iii) The Post-Closing Adjustment, if any, shall be as follows: (A) If provide Purchaser and its representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Sellers to the extent reasonably requested by Purchaser or any of its representatives in connection with its preparation of the Post-Closing Adjustment is a Positive Adjustment Amount: Statement, and (1ii) but cooperate with Purchaser and its representatives in connection with its preparation of the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable)Post-Closing Statement. (B) If Following the Post-determination of Final Net Working Capital in accordance with Section 1(g)(iv)(D), the Closing Adjustment is a Negative Adjustment Amount: Purchase Price shall be adjusted (1) but downwards by the Shortfall Amount amount (if any) by which Final Net Working Capital is less than Estimated Net Working Capital, and (2) upwards by the amount (if any) by which Final Net Working Capital is greater than the Negative Adjustment AmountEstimated Net Working Capital. The Closing Purchase Price, then Buyer shall pay to Seller an amount equal as adjusted pursuant to the amount by which immediately preceding sentence, is referred to herein as the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable)“Adjusted Purchase Price.” (C) If the Closing Working Capital Purchase Price is an greater than the Adjusted Purchase Price (the amount which falls on or between of such excess, the Working Capital Upper Target and the Working Capital Lower Target“Downward Adjustment Amount”), and: (1) Purchaser and the Cash Consideration paid Representative shall jointly instruct the Escrow Agent to Seller was increased by (x) release to Purchaser from the Excess Amount pursuant to Section 2.06(a)(ii)Escrow Account, then Seller shall pay to Buyer an amount equal to such Excess the lesser of the Downward Adjustment Amount and all amounts remaining in the Escrow Account, and (y) if the Downward Adjustment Amount is less than the Escrow Amount; , release to the Representative (for the benefit of the Sellers) any amounts remaining in the Escrow Account after giving effect to the release to Purchaser described in the preceding clause (x), and (2) if the Cash Consideration Downward Adjustment Amount exceeds the Adjustment Escrow Amount, then the Sellers, jointly and severally, shall pay or cause to be paid to Seller was reduced by Purchaser the Shortfall Amount pursuant to Section 2.06(a)(iiamount of such excess.. If the Adjusted Purchase Price is greater than the Closing Purchase Price (the amount of such excess, the “Upward Adjustment Amount”), then Buyer (1) Purchaser shall pay or cause to Seller be paid to the Representative (for the benefit of the Sellers) an amount equal to such Shortfall the Upward Adjustment Amount; or , and (32) there was no adjustment Purchaser and the Representative shall jointly instruct the Escrow Agent to release to the Cash Consideration Representative (for the benefit of the Sellers) any amounts then remaining in the Escrow Account. Any amounts required to be paid to Seller pursuant to this Section 2.06(a)(ii), then no Post-Closing Adjustment 1(g)(iv)(C) shall be requiredpaid, by wire transfer of immediately available funds, within ten (10) days after the determination of such amount becomes final in accordance with Section 1(g)(iv)(D).

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment” may be either a positive or negative amount, if any, and shall be as follows: equal to (Aa) (i) the Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amountpositive amount, Seller then Purchaser shall pay in cash to Buyer Seller (or to one or more Affiliates designated by Seller) the amount by which of the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applynegative amount, then Seller (or one or more Affiliates designated by Seller) shall pay in cash to Buyer an Purchaser the absolute value of the amount equal to of the Negative Adjustment AmountPost-Closing Adjustment. The Closing Purchase Price, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased adjusted by the Excess Amount Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.06(a)(ii), then Seller 2.7 shall pay be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to Buyer an amount equal account or accounts designated in writing by the party entitled to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or payment within three (3) there was no adjustment to Business Days after the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-determination of the Final Closing Adjustment shall be requiredStatement.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment” may be either a positive or negative amount, if any, and shall be as follows: equal to (Aa) (i) the Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a Positive Adjustment Amount: positive amount, then Purchaser (1or an Affiliate designated by Purchaser) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay in cash to Buyer Parent (or to the Sellers or one or more Affiliates, in each case as designated by Parent) the amount by which of the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountnegative amount, then Buyer Parent (or an Affiliate designated by Parent) shall pay in cash to Seller Purchaser (or an amount equal to Affiliate designated by Purchaser and on behalf of the Sellers as designated by Parent) the absolute value of the amount by which of the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applyPost-Closing Adjustment. The Closing Purchase Price, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased adjusted by the Excess Amount Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.06(a)(ii), then Seller 2.7 shall pay be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to Buyer an amount equal account designated in writing by the party entitled to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or payment within three (3) there was no adjustment to Business Days after the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-determination of the Final Closing Adjustment shall be requiredStatement.

Post-Closing Adjustment. (i) Not later than ninety (90) On or before October 30, 2023 if the Closing occurs on or prior to September 30, 2023, or within 60 days after the Closing DateDate if the Closing occurs after September, Buyer 30, 2023, the Purchaser shall prepare and deliver to the Seller a statement setting forth the Purchaser’s calculation of the Closing TBV (the “Closing Working Capital TBV Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) contain an unaudited balance sheet of Seller the Company, including any unpaid Transaction Expenses of the Group Companies, and including a calculation of the Unrestricted Cash (the “Closing Unrestricted Cash Statement”, and together with the Closing TBV Statement, the “Closing Statements”), as of the Effective Time (without giving effect to the transactions contemplated herebyTransactions herein) as prepared in accordance with the Accounting Principles, and calculations of the close Closing TBV, Closing Unrestricted Cash and the Purchase Price, with the amount thereof (A) increased on a dollar-for-dollar basis, without duplication, if the result of business on the day immediately prior to the Closing Date; and TBV minus the Target TBV is a positive number and decreased by the TBV Shortfall Factor if the result of the Closing TBV minus the Target TBV is a negative number, and (B) increased on a calculation dollar-for-dollar basis, without duplication, if the result of the Closing Working Capital as Unrestricted Cash minus the Minimum Unrestricted Cash is a positive number and decreased on a dollar-for-dollar basis, without duplication, if the result of the close of business on Closing Unrestricted Cash minus the day immediately prior Minimum Unrestricted Cash is a negative number. The Purchase Price as finally determined pursuant to Section 2.4(b) is referred to as the Closing Date“Final Purchase Price”. (ii) The post-closing adjustment shall be an amount equal to the Final Purchase Price minus the Estimated Purchase Price (the “Post-Closing Adjustment, if any, shall be as follows:”). (Aiii) If the Post-Closing Adjustment is a Positive positive number, (i) the Purchase Price Adjustment Amount: Holdback shall be released to the Seller pursuant to the terms of the Purchase Price Escrow Agreement; and (1ii) but the Positive Adjustment Amount is less than the Excess Amount, Seller Purchaser shall promptly pay to Buyer the amount Seller, in cash by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not applywire transfer, then Buyer shall pay to Seller bank draft or other immediately available funds, an amount equal to the Positive Adjustment Amount, minus the Excess Amountamount, if any, or plus by which the Shortfall Amount, if any (as applicable)absolute value of the Post-Closing Adjustment exceeds the Purchase Price Adjustment Holdback. (Biv) If the Post-Closing Adjustment is a Negative negative number, (i) the Purchase Price Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment AmountHoldback, then Buyer shall pay to Seller in an amount equal to the amount by which absolute value of the Shortfall Amount exceeds Post-Closing Adjustment, shall be released to the Negative Adjustment AmountPurchaser pursuant to the terms of the Purchase Price Escrow Agreement; or and (2ii) Section 2.06(b)(ii)(B)(1) does not apply, then the Seller shall promptly pay to Buyer an amount equal to the Negative Adjustment Amount, minus Purchaser the Shortfall Amountamount, if any, or plus by which the Excess Amount, if any (as applicable). (C) If absolute value of the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be requiredexceeds the Purchase Price Adjustment Holdback.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment” may be either a positive or negative amount, if any, and shall be as follows: equal to (Aa) (i) the Combined Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Combined Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a Positive Adjustment Amount: positive amount, then Purchaser (1or its permitted assignees) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay in cash to Buyer Parent (or to one or more Affiliates, in each case as designated by Parent) the amount by which of the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountnegative amount, then Buyer Parent (or an Affiliate designated by Parent) shall pay in cash to Seller an amount equal to Purchaser (or its permitted assignees designated by Purchaser and on behalf of the Sellers as designated by Parent) the absolute value of the amount by which of the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applyPost-Closing Adjustment. The Closing Purchase Price, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased adjusted by the Excess Amount Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.06(a)(ii), then Seller 2.7 shall pay be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to Buyer an amount equal account designated in writing by the party entitled to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or payment within three (3) there was no adjustment to Business Days after the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-determination of the Final Closing Adjustment shall be requiredStatement.

Post-Closing Adjustment. The Purchase Price set forth in Section 1.2 shall be subject to adjustment after the Closing Date as follows: (ia) Not later than ninety Within sixty (9060) calendar days after the Closing Date, Buyer the Purchaser shall prepare and deliver to the Seller a statement schedule substantially in the form of Schedule 1C hereto (the “Post-Closing Working Capital Statement”) setting forth the final calculation of (i) the Consolidated Net Cash/Debt Amount (the “Actual Consolidated Net Cash/Debt Amount”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with (ii) the calculation of Stand-Alone Net Cash/Debt Amount for each Target Company, (iii) the Estimated Closing Working Capital Inventory Adjustment Amount (the “Actual Inventory Adjustment Amount”) and contain: (Aiv) an unaudited balance sheet of Seller the GRP Adjustment Amount (without giving effect to the transactions contemplated hereby) “Actual GRP Adjustment Amount”), each as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) . The Post-Closing AdjustmentStatement shall also set out the Purchase Price, if anyas adjusted for the Adjustment Amount (as defined below), in aggregate and as allocated among the Sale Shares on the basis of Schedule 1A hereto. An amount equal to the sum of (i) Actual Consolidated Net Cash/Debt Amount less Estimated Consolidated Net Cash/Debt Amount, (ii) Actual Inventory Adjustment Amount less the Estimated Inventory Adjustment Amount, and (iii) Estimated GRP Adjustment Amount less Actual GRP Adjustment Amount, shall be referred to as follows:the “Adjustment Amount”. (Ab) If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than a negative number, then the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus Amount (by wire transfer) to the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Purchaser. If the Post-Closing Adjustment Amount is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountpositive number, then Buyer the Purchaser shall pay to Seller an amount equal to the amount Adjustment Amount (by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2wire transfer) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Seller. Any payment of the Adjustment AmountAmount to be made in accordance with this paragraph (b) shall be made within ten (10) calendar days after (x) the delivery of the Post-Closing Statement or (y) if there is an objection under paragraph (c) below, minus the Shortfall Amountfinal resolution of the payments due under this Section 1.3, if any, or plus the Excess Amount, if any in accordance with paragraph (as applicablec). (Cc) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment objects to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment Statement, it shall provide notice of such objection to the Purchaser within twenty (20) calendar days of delivery of such Post-Closing Statement. The Seller and the Purchaser shall use good faith efforts to agree any adjustments to the Post-Closing Statement. If the Seller and the Purchaser are unable to reach such agreement within twenty (20) calendar days of delivery of the Seller’s objection to the Post-Closing Statement, the Seller and the Purchaser shall forward the Post-Closing Statement and the Closing Statement to an independent auditor approved by the Seller and the Purchaser to calculate the payment due under this Section 1.3, if any, which determination shall be requiredbinding upon the Parties. Once the Post-Closing Statement is determined, it shall be signed by both the Purchaser and the Seller.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment, if any, ” shall be as follows: equal to (Aa)(i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement plus (c)(i) the Final CapEx Adjustment Amount minus (ii) the Estimated CapEx Adjustment Amount plus (d)(i) the Recoverable Costs Amount set forth in the Final Closing Statement minus (ii) the Estimated Recoverable Costs Amount. If the Post-Closing Adjustment is a Positive Adjustment Amount: positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (1or one or more Affiliates designated by Seller) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which of the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applynegative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Buyer an Purchaser the absolute value of the amount equal of the Post-Closing Adjustment. Any such payment pursuant to this Section 2.7 shall be made within ten Business Days after the Negative Adjustment Amount, minus determination of the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If Final Closing Statement by wire transfer of immediately available funds. The Parties acknowledge and agree that the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount Payment Adjustments pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) 2.2 and the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall pursuant to this Section 2.7 (and other applicable provisions of this Agreement) will be requiredread to ensure that (i) there is no benefit to Seller as a result of Hurricane ▇▇▇▇▇▇▇ and (ii) there is no duplication of the amounts set forth above in this Agreement with respect to Hurricane ▇▇▇▇▇▇▇.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment” may be either a positive or negative amount, if any, and shall be as follows: equal to (AI) the Purchaser Ownership Percentage multiplied by (II) (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement. Any component of clause (II) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a Positive Adjustment Amount: positive amount, then Purchaser (1and in no event the Company) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay in cash to Seller (or one or more Approved Recipients) an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountnegative amount, then Buyer Parent (or an Affiliate designated by Parent) shall pay in cash to Seller Purchaser (and in no event the Company) an amount equal to the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by which the Shortfall Amount exceeds Post-Closing Adjustment, shall be the Negative “Final Purchase Price.” The “STT Adjustment” may be either a positive or negative amount, and shall be equal to (x) the Estimated STT minus (y) the Final STT. If the STT Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applyis a positive amount, then Seller Purchaser (but in no event the Company) shall pay in cash to Buyer Seller (or one or more Approved Recipients) an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) STT Adjustment. If the Closing Working Capital STT Adjustment is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii)a negative amount, then Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Buyer Purchaser (but in no event the Company) an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by absolute value of the Shortfall Amount amount of the STT Adjustment. Any payment pursuant to this Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment 2.7 with respect to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be requiredoffset against any payment pursuant to this Section 2.7 with respect to the STT Adjustment, such that a single payment is made in respect of all amounts payable pursuant to this Section 2.7, which single payment shall be made by wire transfer of immediately available funds within ten (10) Business Days after the determination of the Final Closing Statement to an account designated in writing by the Party entitled to the payment within five (5) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing as follows: (i) Not later than ninety Within thirty (9030) days after the Closing Date, the Buyer shall prepare and deliver to the Seller a statement (the “Closing "Working Capital Statement”), which statement shall be ") prepared in accordance with Canadian GAAP applied on a basis consistent with by the calculation Buyer's independent auditors showing the amount of the Estimated Closing Seller's Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby"Working Capital Amount") as of the close of business on the day immediately prior Closing Date. If the Working Capital Amount is less than the Working Capital Requirement, the Purchase Price shall be decreased through a reduction in the portion of the Purchase Price payable at the Closing pursuant to 2(b)(i) above to the Closing Date; and (B) a calculation extent that the Working Capital Amount is less than the Working Capital Requirement. Conversely, if the Working Capital Amount is greater than the Working Capital Requirement, the Purchase Price shall be increased by an increase in the portion of the Purchase Price payable at the Closing pursuant to 2(b)(i) above to the extent that the Working Capital as Amount is greater than the Working Capital Requirement. The Working Capital Amount shall be subject to verification of the close value of business on assets included in the day immediately prior Working Capital Statement (e.g., inventory, equipment and spare parts shall be reduced for damage or obsolescence, and accounts receivable shall be reduced for bad debts). The Buyer shall pay to the Closing DateSeller any such increase in the Purchase Price, and the Seller shall repay to the Buyer any such decrease in the Purchase Price, within five business days following the determination of the amount of such adjustment pursuant to this 2(g). (ii) The Post-Closing Adjustment, if any, shall be as follows: (A) If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to assist the Buyer and its independent auditors in the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between preparation of the Working Capital Upper Target Statement, and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to provide the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall be required.Seller

Post-Closing Adjustment. (ia) Not later than ninety (90) days after The Purchase Price will be further adjusted as follows: The amount that the Closing DateWorking Capital is greater than the Upper Expected Working Capital or less than the Lower Expected Working Capital (such excess or shortfall, Buyer shall prepare and deliver to Seller a statement (the “Closing Working Capital StatementAdjustment”)) will be determined based on the Closing Working Capital, which statement shall be prepared as finally determined in accordance with Canadian GAAP applied on a basis consistent with Section 2.5. For the calculation avoidance of doubt, if the Estimated Closing Working Capital is between the Upper Expected Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect the Lower Expected Working Capital, then the Closing Working Capital Adjustment shall be zero. If the Closing Working Capital Adjustment is different from the Estimated Working Capital Adjustment, there shall be a positive or negative adjustment to the transactions contemplated hereby) Purchase Price, as of the close of business on the day immediately prior case may be, equal to the Closing Date; and (B) a calculation difference of the Closing Working Capital as of Adjustment minus the close of business on Estimated Working Capital Adjustment (the day immediately prior to the “Post-Closing DateAdjustment Amount”). (ii) The Post-Closing Adjustment, if any, shall be as follows: (Ab) If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but , as determined pursuant to Section 2.6(a), results in an increase in the Positive Purchase Price, the Purchaser shall pay the Post-Closing Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the together with interest on that amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2as provided in Section 2.6(c) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment AmountVendors as an increase to the Purchase Price and in accordance with each Vendor’s Pro Rata Share, minus within 10 days of the Excess Amount, if any, or plus date that the Shortfall Amount, if any (as applicable). (B) Closing Working Capital is finally determined. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer as determined pursuant to Section 2.6(a), results in a decrease in the Purchase Price, the Vendors shall each pay to Seller an their Pro- Rata Share of the Post-Closing Adjustment Amount together with interest on that amount equal as provided in Section 2.6(c) to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal Purchaser as a decrease to the Negative Adjustment AmountPurchase Price, minus within 10 days of the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If date that the Closing Working Capital is an amount which falls on finally determined. The Purchaser or between a Vendor, as the Working Capital Upper Target and the Working Capital Lower Targetcase may be, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall Amount together with interest on that amount as provided in Section 2.6(c) on the Adjustment Date by certified cheque, bank draft or wire transfer of immediately available funds to or to the order of the payee. (c) The Post-Closing Adjustment Amount will be requiredpaid together with interest on that amount calculated from the Closing Date to the date of payment at the Prime Rate plus 1.0%.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment” may be either a positive or negative amount, if any, and shall be as follows: equal to (Aa) (i) the Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amountpositive amount, Seller then Purchaser shall pay in cash to Buyer Parent (or one or more Affiliates designated by Parent) the amount by which of the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) Post-Closing Adjustment. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountnegative amount, then Buyer Parent (or an Affiliate designated by Parent) shall pay in cash to Seller an amount equal to Purchaser the absolute value of the amount by which of the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not applyPost-Closing Adjustment. The Closing Purchase Price, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased adjusted by the Excess Amount Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.06(a)(ii), then Seller 2.7 shall pay be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to Buyer an amount equal account designated in writing by the party entitled to such Excess Amount; (2) the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or payment within three (3) there was no adjustment to Business Days after the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-determination of the Final Closing Adjustment shall be requiredStatement.

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the The “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain: (A) an unaudited balance sheet of Seller (without giving effect to the transactions contemplated hereby) as of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment” may be either a positive or negative amount, if any, and shall be as follows: equal to (Aa) (i) the Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a Positive Adjustment Amount: (1) but the Positive Adjustment Amount is less than the Excess Amountpositive amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or then Purchaser shall, within two (2) Section 2.06(b)(i)(A)(1) does not applyBusiness Days after the determination of the Post-Closing Amount, then Buyer shall pay issue, and cause the Purchaser Subsidiary to deliver to Seller (or to an amount Affiliate designated by Seller), an aggregate number of Purchaser Common Shares equal to (A) the Positive amount of the Post-Closing Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). divided by (B) the Purchaser Reference Share Price. If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amountnegative amount, then Buyer shall pay to Seller (or an amount equal to the amount Affiliate designated by which the Shortfall Amount exceeds the Negative Adjustment Amount; or Seller) shall, within two (2) Section 2.06(b)(ii)(B)(1) does not applyBusiness Days after the determination of the Post-Closing Amount, then Seller shall pay surrender to Buyer the Purchaser Subsidiary an amount aggregate number of Purchaser Common Shares equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1A) the Cash Consideration paid to Seller was increased by absolute value of the Excess Amount pursuant to Section 2.06(a)(ii), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) of the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment divided by (B) the Purchaser Reference Share Price. The Purchase Price, as adjusted by the Post-Closing Adjustment, shall be requiredthe “Final Purchase Price.” Except to the extent otherwise required by applicable Law, Seller, Purchaser, the Transferred Entities and their respective Affiliates shall treat any and all payments under this Section 2.7 as an adjustment to the purchase price for all Tax purposes, and the parties shall, and shall cause their respective Affiliates to, file their respective Tax Returns accordingly.

Post-Closing Adjustment. The Parties acknowledge that the Initial Amount will be calculated and paid based on an assessment of Company that took into consideration the Estimated Working Capital and Estimated Net Debt, and which, therefore, is subject to post-closing adjustment as explained below (i"Initial Amount Adjustment") Not later than , only in the event that the Initial Amount Adjustment amount exceeds the Minimum Adjustment Value of Initial Amount. 4.5.1. Within ninety (90) days after from the Closing Date, the Company shall hand to the Parties a notice containing (i) Audited Balance Sheet Q1 2021, as provided below (if this sheet has not been delivered prior to Closing) and Company and its Subsidiaries consolidated financial statements for the base Closing Date Date, subject to the limited review by an independent auditor ("Closing Financial Statements"); (ii) the Initial Amount calculated on the basis of the formula in Exhibit 2.2.1(i); (iii) the amount of the Company's Net Debt and Working Capital on the Closing Date, based on Closing Financial Statements ("Effective Net Debt" and "Effective Working Capital", respectively); (iv) calculation of the Adjustment of Initial Amount in the terms detailed below ("Notice of Adjustment of the Initial Amount"): (i) The Initial Amount will be calculated based on the formula set out in Exhibit 2.2.1(i) and will be subject to the Net Debt and Working Capital adjustments described in items (ii) to (vi) below; (ii) If the Effective Working Capital exceeds the Estimated Working Capital, the Initial Amount will be increased by the amount which the Effective Working Capital exceeds the Estimated Working Capital; (iii) If the Effective Working Capital is lower than the Estimated Working Capital, the Initial Amount will be reduced by the amount which the Estimated Working Capital exceeds Working Capital Effective; (iv) If Effective Net Debt exceeds Estimated Net Debt, Initial Amount will be reduced by the amount which Effective Net Debt exceeds Estimated Net Debt; (v) If the Effective Net Debt is lower than the estimated net debt amount, the Initial Amount will be increased by the amount at which the Effective Net Debt is less than the Estimated Net Debt; and (vi) If the Initial Amount Adjustment results in a positive number lower, or a negative number higher than [*****] on behalf of Buyer or Sellers ("Minimum Adjustment Value of Initial Amount Adjustment"), no amount shall be due by either Party. 4.5.2. Within fifteen (15) days after receiving the Notice of Adjustment of Initial Amount, Buyer shall prepare send to the Seller in Charge , and deliver Seller in Charge shall send Buyer a notice expressing their (i) consent to Seller a statement the calculation of the Initial Amount Adjustment ("Notice of Acceptance of the “Closing Working Capital Statement”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent Initial Amount") or (ii) disagreement with the calculation of the Estimated Closing Working Capital and contain: Initial Amount Adjustment (A) an unaudited balance sheet "Notice of Seller (without giving effect to the transactions contemplated hereby) as Disagreement of the close of business on the day immediately prior to the Closing Date; and (B) a calculation of the Closing Working Capital as of the close of business on the day immediately prior to the Closing Date. (ii) The Post-Closing Adjustment, if any, shall be as follows: (A) If the Post-Closing Adjustment is a Positive Adjustment Initial Amount: (1) but the Positive Adjustment Amount is less than the Excess Amount, Seller shall pay to Buyer the amount by which the Excess Amount exceeds the Positive Adjustment Amount; or (2) Section 2.06(b)(i)(A)(1) does not apply, then Buyer shall pay to Seller an amount equal to the Positive Adjustment Amount, minus the Excess Amount, if any, or plus the Shortfall Amount, if any (as applicable). (B) If the Post-Closing Adjustment is a Negative Adjustment Amount: (1) but the Shortfall Amount is greater than the Negative Adjustment Amount, then Buyer shall pay to Seller an amount equal to the amount by which the Shortfall Amount exceeds the Negative Adjustment Amount; or (2) Section 2.06(b)(ii)(B)(1) does not apply, then Seller shall pay to Buyer an amount equal to the Negative Adjustment Amount, minus the Shortfall Amount, if any, or plus the Excess Amount, if any (as applicable). (C) If the Closing Working Capital is an amount which falls on or between the Working Capital Upper Target and the Working Capital Lower Target, and: (1) the Cash Consideration paid to Seller was increased by the Excess Amount pursuant to Section 2.06(a)(ii"), then Seller shall pay to Buyer an amount equal to such Excess Amount; (2) in which case the Cash Consideration paid to Seller was reduced by the Shortfall Amount pursuant to Section 2.06(a)(ii), then Buyer shall pay to Seller an amount equal to such Shortfall Amount; or (3) there was no adjustment to the Cash Consideration paid to Seller pursuant to Section 2.06(a)(ii), then no Post-Closing Adjustment shall provisions of Clauses 6.1 and following will be requiredobserved.