Common use of Adjustments to the Purchase Price Clause in Contracts

Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts.

Adjustments to the Purchase Price. As soon as practicable (but not more than five business daysa) after To determine the date on which the Final Closing Balance Sheet shall have been determined Adjusted Purchase Price in accordance in accordance with this Section 2.5.3: 3.5, the Preliminary Purchase Price shall be reduced or increased (a) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal subject to the product of (1) limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Worth Working Capital (after as defined below) of the M Street Lease Adjustment) Companies as set forth in of the Final close of business on the Closing Balance Sheet Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the amount term "Adjusted Net Working Capital" means (i) the sum of Net Worth ---------------------------- (after the M Street Lease AdjustmentA) as set forth in the Estimated Closing Balance Sheet cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (2D) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentageother current assets, shall be released to the ESOP Stockholders’ Representative; and less (ii) release from the Non-ESOP Adjustments sum of (A) accounts payable, (B) accrued expenses, and Claims Escrow (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and pay to Federal an amount equal thereto shall be deducted in immediately available funds equal to calculating Adjusted Net Working Capital. Notwithstanding the product of (1) foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, by which the Net Worth equal to (after the M Street Lease Adjustmenti) as set forth in the Final Closing Balance Sheet is less than (A) the amount of Adjusted Net Worth Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the M Street Lease Adjustment) as set forth Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the Estimated Closing Balance Sheet and ordinary course of business or extraordinary in nature after Xxxxx 00, 0000, (2X) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder plus an amount in immediately available funds equal to the product principal portion of (1) the amountany payments of Indebtedness after March 31, if any1999, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the ESOP Percentage; and payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the Non-ESOP Stockholders’ Representativeamount of Adjusted Net Working Capital on March 31, as Paying Agent, an amount in immediately available funds equal 1999. The purpose of the foregoing sentence is to place the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth parties in the Final same economic position as if the Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representativehad occurred on March 31, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts1999.

Adjustments to the Purchase Price. As soon (a) Subject to Sections 3.3(b) and 3.3(c), as practicable of the Closing the Purchase Price shall be adjusted, on a dollar-for-dollar basis and without duplication, to account for the items set forth in this Section 3.3(a): (but not more 1) The Purchase Price shall be adjusted to account for the items prorated as of the Closing pursuant to Section 3.5. (2) The Purchase Price shall be (A) increased if and to the extent that the Book Value of the Nuclear Fuel owned by Seller as of the Closing is greater than five business daysthe applicable Nuclear Fuel Book Value Baseline Amount, and (B) decreased if and to the extent that Book Value of the Nuclear Fuel owned by Seller as of the Closing is less than the applicable Nuclear Fuel Book Value Baseline Amount. (3) The Purchase Price shall be (A) increased if and to the extent that the Book Value of the Facility Inventories as of the Closing is greater than Twenty Five Million Two Hundred Thousand Dollars ($25,200,000), and (B) decreased if and to the extent that the Book Value of the Facility Inventories as of the Closing is less than Twenty Five Million Two Hundred Thousand Dollars ($25,200,000). (4) The Purchase Price shall be (i) decreased by the Capital Expenditures Shortfall and (ii) increased by the amount of any and all expenditures (including an allocation for corporate overhead, warehousing and general and administrative expenses) for capital additions to or replacements of property, plant and equipment and other expenditures or repairs on property, plant and equipment relating to the Facilities or the Sites that are capitalized by Seller in accordance with its normal accounting policies ("Capital Expenditures") that are made in respect of work performed after the date on which the Final Closing Balance Sheet shall hereof and have been determined specifically requested or approved by Buyer in writing. For purposes of this Section 3.3(a)(4), any work described on the Capital Budget or set forth in Schedule 3.3(a)(5) shall not be deemed to have been requested or approved by Buyer unless otherwise set forth in writing and specifically requesting or authorizing the same. Nothing in this paragraph should be construed to limit Seller's rights and obligations to make all Capital Expenditures necessary to comply with the NRC License, the NRC Commitments and other Permits. (5) The Purchase Price shall be adjusted each day that the Closing Date occurs after March 1, 2007 by the cumulative applicable dollar amount for all such days as set forth in Schedule 3.3(a)(5). (6) If the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date is greater than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be adjusted downward to the extent that the cost of such Low Level Waste disposal is greater than Five Hundred Thousand Dollars ($500,000). Conversely, if the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date is less than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be adjusted upward to the extent that the cost of such Low Level Waste disposal is less than Five Hundred Thousand Dollars ($500,000). The calculation of the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date shall be made in accordance with this Section 2.5.3:the methodology set forth on Schedule 3.3(a)(5). (a7) the Escrow Agent shall:The Purchase Price shall be adjusted as provided in Section 6.10(g). (i8) The Purchase Price shall be adjusted as provided in Section 6.10(l). (9) release The Purchase Price shall be adjusted for the Big Rock Amount as provided in Section 6.25. (b) No less than ten (10) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer an estimated closing statement (the "Estimated Closing Statement") that shall set forth Seller's best estimate of all adjustments to the Purchase Price required by Section 3.3(a) (the "Estimated Adjustments"). Seller shall cooperate with Buyer and provide Buyer and its representatives access to all information used to calculate the Estimated Adjustments. Within five (5) Business Days after the delivery of the Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to any Estimated Adjustment in writing. If Buyer objects to an Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If and to the extent the Parties are able to do so prior to the Closing Date (or if Buyer does not object to any of the Estimated Adjustments), the Purchase Price shall be adjusted (the "Closing Adjustment") for the Closing by the amount of the Estimated Adjustments not in dispute. The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, is referred to herein as the "Closing Payment." The Closing Payment shall be paid by Buyer to Seller at the Closing. The disputed Estimated Adjustments shall be resolved in accordance with the provisions of Section 3.3(c) and paid as part of any Post-Closing Adjustment to the extent required by Section 3.3(c). (c) Within sixty (60) Business Days after the Closing Date, Seller shall prepare and deliver to Buyer a final closing statement (the "Post-Closing Statement") that shall set forth all adjustments to the Purchase Price required by Section 3.3(a) and any disputed Estimated Adjustments pursuant to Section 3.3(b) (the "Proposed Post-Closing Adjustment") and all work papers detailing such adjustments. Within thirty (30) Business Days after the delivery of the Post-Closing Statement by Seller to Buyer, Buyer may object to the Proposed Post-Closing Adjustment in writing. Seller and Buyer agree to cooperate with one another to provide one another with the information used to prepare the Post-Closing Statement and information relating thereto. If Buyer objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days after any objection by Buyer, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller's and Buyer's joint expense, review the Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any, within thirty (30) days after such appointment. The Parties agree to cooperate with the Independent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall make findings only with respect to the remaining disputes so submitted to it (and not by independent review). The finding of such Independent Accounting Firm shall be binding on the Parties hereto. Upon determination of the appropriate adjustment (the "Post-Closing Adjustment") by agreement of the Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party (together with interest accrued thereon at the Interest Rate from and including the ESOP Adjustments and Claims Escrow and pay Closing Date to Federal an amount but excluding the date of payment) no later than two (2) Business Days after such determination, in immediately available funds equal to or in any other manner as reasonably requested by the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amountspayee.

Adjustments to the Purchase Price. As soon The Joint Purchase Price and the Samson Purchase Price to be paid by Buyer at Closing shall be adjusted, without duplication, as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shallfollows: (i) release adjusted downward by (A) the sum of all Defect Values attributable to any Outstanding Title Defects, in accordance with Sections 2.8(a) or Section 2.8(c), as applicable, and (B) the Allocated Value of any Lease affected by a Title Defect and excluded from the ESOP Adjustments and Claims Escrow and pay transaction pursuant to Federal Section 2.5(b), Section 2.5(d) or Section 2.8(c); (ii) adjusted downward by the Allocated Value of any Leases affected by an unresolved Title Disputed Matter pursuant to Section 2.9; (iii) adjusted upward, on a lease-by-lease basis by an amount in immediately available funds equal to the product $417 per Net Acre in excess of (1) the amount, if any, by which the Net Worth (after the M Street Acres for such Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) on Exhibit A-1 or Exhibit A-2, as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representativeapplicable; and (iiiv) release from adjusted upward or downward by any other amount mutually agreed upon by Sellers and Buyer. At Closing, the Non-ESOP Adjustments Joint Purchase Price and Claims Escrow the Samson Purchase Price shall be adjusted according to this Section 1.6(d). All such adjustments shall be set forth on a settlement statement (the “Settlement Statement Settlement Statement "”), which Samson shall prepare and pay provide to Federal an amount in immediately available funds equal to Buyer, along with supporting schedules and workpapers on which the product calculation is based, at least three (3) business days before Closing. If Buyer has disagreements regarding the calculation of the Settlement Statement, Buyer may contact Sellers at least one (1) business day prior to Closing, and in such case Sellers and Buyer shall in good faith attempt to resolve any disagreements related thereto. Adjustments to the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) Joint Purchase Price as set forth in on Settlement Statement shall be approved by Buyer and Sellers on or before Closing. Adjustments to the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) Samson Purchase Price as set forth on Settlement Statement shall be approved by Buyer and Samson on or before Closing. If the parties are unable to reach agreement regarding the calculation of the Settlement Statement, then Buyer shall pay the undisputed portion of the Joint Purchase Price and Samson Purchase Price at Closing, and the Sellers shall have the right within thirty (30) days after Closing to submit the dispute for resolution by arbitration pursuant to Section 9.9. If the Sellers fail to submit the matter to arbitration within such thirty (30) day period, Sellers shall be deemed to have accepted Buyer’s payments of the Joint Purchase Price and Samson Purchase Price as payments in the Estimated Closing Balance Sheet full, and (2) the Non-ESOP PercentageBuyer shall have no further liability with respect to such payment obligations. The difference between any payment portion of the Joint Purchase Price payable to Federal pursuant Samson and the Samson Purchase Price, as so adjusted, shall be paid at Closing by Buyer to this Samson in accordance with Section 2.5.3(a)(ii5.3(a) and is referred to herein as the product “Samson Closing Amount.” The portion of $2,000,000 (Two Million Dollarsthe Joint Purchase Price payable to FPEC, as so adjusted, shall be paid at Closing by Buyer to FPEC in accordance with Section 5.3(a) and is referred to herein as the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final “FPEC Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amountsAmount.”

Adjustments to the Purchase Price. As soon as practicable (but not more than five The parties hereto acknowledge and agree that the following items shall be either a credit to the applicable Party, prorated at Closing or dealt with between the Parties outside of Closing: · The Lease being assumed by the Purchaser has a $7,000.00 deposit which shall be credited to the Seller; · There are two Duke Energy accounts with deposits of$1,195.00 each which shall be credited to the Seller; · The amount of inventory located in the business days) after shall be calculated, and the total agreed upon between the Parties the day before Closing, and that amount shall be credited to the Seller; · The annual General Liability and property insurance policies amount of $25,563.25 has been paid in full, to expire on January 21st, 2024. At Closing the General Liability and property insurance shall be prorated and a credit given to the Seller up te for the time beyond the date on which of Closing; · Tangible Tax for the Final Closing Balance Sheet business is paid annually in November and Purchaser shall have been determined in accordance with this Section 2.5.3: (a) get a credit for the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an estimated amount in immediately available funds equal owed up to the product date of (1) Closing; · The Parties agree that ownership of the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth Bank of America operating checking account ending in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, 5783 shall be released transferred to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal Purchaser. Due to the product timing of (1) certain EFT expenditures, the amount, if any, by which Parties agree to settle this account outside of Closing; · The Parties agree that the Net Worth (after the M Street Lease Adjustment) as set forth Bank of America Mastercard account ending in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage 2079 shall be released transferred to and assumed by the Purchaser. Due to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product timing of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheetcertain credit card expenditures, the Escrow Agent shall: Parties agree to settle this account outside of Closing; · The Parties acknowledge and agree that Xxxxxxxx has an Investment Account which has a value of approximately $8,325.00 (ibased on 3/22/2023 share price) release from the ESOP Adjustments and Claims Escrow and pay which shall be transferred to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative Purchaser as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments part of the Purchase Price transaction contemplated herein. Purchaser agrees to honor any gift cards in such amountsexchange for Seller transferring its Investmen{ Account balance to Purchaser.

Adjustments to the Purchase Price. As soon 3.5.1 The Purchase Price shall be subject to adjustment as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3follows: (a) if the Escrow Agent shall: (i) release from Closing Net Invested Capital will be less than the ESOP Adjustments and Claims Escrow and pay to Federal Minimum Net Invested Capital, the Purchase Price shall be reduced by an amount in immediately available funds equal to the product of (1) the amount, if any, amount by which the Closing Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet Invested Capital is less than the amount of Minimum Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP PercentageInvested Capital, shall be released to the ESOP Stockholders’ Representative; andor (iib) release from if the Non-ESOP Adjustments and Claims Escrow and pay to Federal Closing Net Invested Capital will be more than the Minimum Net Invested Capital, the Purchase Price will be increased by an amount in immediately available funds equal to the product of (1) the amount, if any, amount by which the Closing Net Worth Invested Capital exceeds the Minimum Net Invested Capital. (after the M Street Lease Adjustmentc) as set forth in addition, in the Final event that the Parties at the Closing Balance Sheet have not agreed on the amount of the Closing Net Debt: (i) if the Closing Net Debt will be less than the Minimum Net Debt, the Purchase Price will be increased by an amount equal to the amount by which the Closing Net Debt is less than the amount of Minimum Net Worth Debt, or (after ii) if the M Street Lease Adjustment) as set forth in Closing Net Debt will be more than the Estimated Closing Balance Sheet and (2) Minimum Net Debt, the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall Purchase Price will be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder decreased by an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Closing Net Worth as set forth in the Final Closing Balance Sheet Debt is greater more than the Minimum Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall:Debt. (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an 3.5.2 The aggregate amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of which the Purchase Price in such amountsshall be reduced or increased pursuant to paragraphs (a) or (b) or (c) of Section 3.5.1 shall be referred to herein as the "Adjustment Amount". 3.5.3 The adjustment contemplated by this Section shall apply for the 75% of the Adjustment Amount to the Majority Price and for the 25% of the Adjustment Amount to the Minority Price.

Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shallThe Purchase Price shall be subject to adjustment as follows: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) The Purchase Price shall be decreased by the amount, if any, by which the Net Worth (after Working Capital Deficit exceeds $2,347,165 as of the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet Date and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) increased by the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet Working Capital Deficit is less than $2,347,165 as of the amount of Net Worth Closing Date (after the M Street Lease "Working Capital Adjustment"). (ii) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage Purchase Price shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder decreased by an amount in immediately available funds equal to the product of (A) the shortfall (if any) between (1) Pro Forma Service Revenue for the amount, if any, by which month immediately prior to the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet Date and (2) the ESOP PercentagePro Forma Service Revenue Threshold for the month immediately prior to the Closing Date, and (B) 35.16 (the "Operating Adjustment"). (b) Not less than five (5) days prior to the Closing Date, the Sellers shall prepare and deliver to the Buyer the following documents, certified by Parent's chief financial officer: (i) an unaudited consolidated balance sheet of the Sellers (the "Preliminary Closing Balance Sheet") as of the last day of the calendar month ended not more than thirty-one (31) days prior to the Closing Date (the "Preliminary Adjustment Date"); and (ii) a calculation of the Non-ESOP Stockholders’ RepresentativeWorking Capital Adjustment as of such date (the "Preliminary Working Capital Adjustment"); (iii) unaudited consolidated statements of operations for the month ended on the Preliminary Adjustment Date (the "Preliminary Closing Operating Statements"), which shall include statements of the Pro Forma Service Revenue as Paying Agent, an amount in immediately available funds equal to of such date (the product "Preliminary Pro Forma Service Revenue"); and (iv) a calculation of (1) the amountOperating Adjustment, if any, by which that would be required under Section 4.3(a)(ii) if the Net Worth Preliminary Pro Forma Service Revenue were the Pro Forma Service Revenue for the month ended immediately prior to the Closing Date (after the M Street Lease "Preliminary Operating Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and"). (c) Pursuant to Section 2.5.3(bWithin sixty (60) following payment by Federal days after the Closing Date, the Sellers shall prepare and deliver to the ESOP Shareholder’s Representative and Buyer the Non-ESOP Stockholder’s Representativefollowing documents, respectively, certified by Parent's chief financial officer: (i) an unaudited consolidated balance sheet of any amount by which the Net Worth Sellers (the "Closing Balance Sheet") as set forth in of the last day of the calendar month ended immediately prior to the Closing Date (the "Final Adjustment Date"); (ii) a calculation of the Working Capital Adjustment as of such date (the "Final Working Capital Adjustment"); (iii) unaudited consolidated statements of operations for the month ended on the Final Adjustment Date (the "Closing Operating Statements"), which shall include statements of the Pro Forma Service Revenue as of such date (the "Final Pro Forma Service Revenue") and (iv) a calculation of the Operating Adjustment under Section 4.3(a)(ii) based on the Closing Operating Statements (the "Final Operating Adjustment"). (d) The Preliminary Balance Sheet is greater than Sheet, the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: Preliminary Operating Statements, and the Closing Operating Statements shall be prepared in accordance with the books and records of the Sellers, and shall be prepared on a basis consistent with the Audited Financial Statements, including GAAP, consistently applied, except for variations identified in Schedule 5.1.10. (ie)(i) release from The Closing Operating Statements shall be final and binding on the ESOP Adjustments parties unless the Buyer objects, by giving written notice within 45 days after the Buyer's receipt of the Closing Operating Statements, to any items in the Closing Operating Statements or the computation of the Final Pro Forma Service Revenue or the calculation of the Final Operating Adjustment. The Closing Balance Sheet shall be final and Claims Escrow and pay binding on the parties unless Buyer objects, by giving written notice within 45 days after the Buyer's receipt of the Closing Balance Sheet, to any items in the Closing Balance Sheet or the calculation of the Final Working Capital Adjustment. Prior to the ESOP Stockholder’s Representative an amount in immediately available funds equal expiration of such 45 day period, the Buyer shall have the right to cause its accountants to conduct procedures specified by the Buyer with respect to the product of (1) $2,000,000 (Two Million Dollars) accounts and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments records of the Purchase Price Sellers in such amountsorder to verify the Sellers' calculations.

Adjustments to the Purchase Price. As soon Nabors and Getty agree that the Net Liabilities (as practicable defined below) of Delta as of the Closing Date shall equal $1,265,000 and that in the event the Net Liabilities of Delta are greater or lesser than $1,265,000, the Purchase Price shall be increased or decreased, as the case may be, by an amount equal to the difference between the actual Net Liabilities and $1,265,000, as set forth below. (1) On or before a date that is 125 days following the Closing (or the next Business Day if such day is not a Business Day), Nabors will prepare and deliver to Getty a statement (the "Closing Balance Sheet") showing the actual amount of Delta's assets and liabilities as of the Closing Date, calculated in a manner consistent with Delta's historical accounting policies and practices and generally accepted accounting principles ("GAAP"). For purposes of this Agreement, "Net Liabilities" shall mean the difference between Delta's current assets and total liabilities, each calculated in a manner consistent with Delta's historical accounting policies and practices and GAAP; provided, however, that the following adjustments shall be made in the calculation of Net Liabilities on the Closing Balance Sheet: (i) Delta's liabilities shall be increased by an amount equal to (x) the best estimate of the severance expenses for Delta employees that arise as a result of the transactions contemplated hereby pursuant to severance policies or employment agreements of Delta in effect as of the Closing Date, as amended pursuant to Section 5(g)(4), including the cost to Delta of any continuation of health insurance or other employee benefits pursuant to such policies or agreements, minus (y) $1,000,000 (but not more in no event less than five business dayszero); provided, that if such expenses are less than $1,000,000 then Getty shall receive a credit in the amount by which such expenses are less than $1,000,000 (the "Severance Credit") after to be applied against Getty's obligations to Nabors with respect to Former Employee Liabilities for Terminated Employees pursuant to Section 5(g); (ii) Delta's current assets shall be increased by the date amount of capital expenditures from October 1, 1994 through the Closing Date as permitted pursuant to the terms of this Agreement (excluding amounts of capital expenditures for which Delta is reimbursed by a third party); (iii) Delta's current assets shall be decreased by the amount of proceeds from the sale or other disposition of any property, plant or equipment from October 1, 1994 through the Closing Date; (iv) all insurance claims, accounts receivables or other receivables included on which the Final Closing Balance Sheet that are not collected on or before the date that is 120 days following the Closing Date (or the next Business Day if such day is not a Business Day) will be fully reserved for on the Closing Balance Sheet; (v) Delta's liabilities shall have been determined be increased by the cost to Nabors of any insurance premiums incurred by Nabors at Getty's request pursuant to Section 5(g)(4); and (vi) Delta's current assets shall be increased for profits and decreased for losses resulting from accounting for turnkey and footage drilling contracts not completed by the Closing Date on a percentage-of-completion basis in accordance with this Section 2.5.3: GAAP, based upon the actual cost of the well and Delta's results pursuant to such contract or, if a well remains uncompleted as of the date of delivery of the Closing Balance Sheet, the drilling budget and status of such contracts as of the date of delivery of the Closing Balance Sheet and the percentage-of-completion adjustments shall fully reflect any applicable insurance payments or claims of Delta related to such turnkey or footage wellx. Xith respect to the adjustment referred to in (avi) the Escrow Agent shall: (i) release from the ESOP Adjustments above, Delta's current assets shall be increased for positive contract margins and Claims Escrow and pay to Federal decreased for negative contract margins by an amount in immediately available funds equal to the product of (1i) the amountpositive or negative contract margins on the contract multiplied by (ii) a fraction the numerator of which shall be equal to the number of revenue days under such contract occurring prior to and including the Closing Date and the denominator of which shall be equal to the total number of revenue days during the term of such contract. To the extent any insurance claims, if any, by which account receivables or other receivables that are reserved on the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i(iv) and above are collected, in whole or in part, or sold, transferred or otherwise disposed of by or on behalf of Delta, Nabors or any of their affiliates on or before the product first anniversary of $2,000,000 (Two Million Dollars) and the ESOP PercentageClosing Date, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal Nabors shall pay to: (i) the ESOP Stockholder an full amount collected or received in immediately available funds equal respect thereof to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth Getty in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments cash within five Business Days of the Purchase Price in receipt thereof by Nabors, Delta or such amountsaffiliate. Any such insurance claims, account receivables or other receivables that remain uncollected at the end of the first anniversary of the Closing Date shall, upon the request of Getty, be assigned to Getty or his designee for no further consideration.

Adjustments to the Purchase Price. As soon (a) Subject to Sections 3.3(b) and 3.3(c), as practicable of the Closing the Purchase Price shall be adjusted, on a dollar-for-dollar basis and without duplication, to account for the items set forth in this Section 3.3(a): (but not more 1) The Purchase Price shall be adjusted to account for the items prorated as of the Closing pursuant to Section 3.5. (2) The Purchase Price shall be (A) increased if and to the extent that the Book Value of the Nuclear Fuel owned by Seller as of the Closing is greater than five business daysthe applicable Nuclear Fuel Book Value Baseline Amount, and (B) decreased if and to the extent that Book Value of the Nuclear Fuel owned by Seller as of the Closing is less than the applicable Nuclear Fuel Book Value Baseline Amount. (3) The Purchase Price shall be (A) increased if and to the extent that the Book Value of the Facility Inventories as of the Closing is greater than Twenty Five Million Two Hundred Thousand Dollars ($25,200,000), and (B) decreased if and to the extent that the Book Value of the Facility Inventories as of the Closing is less than Twenty Five Million Two Hundred Thousand Dollars ($25,200,000). (4) The Purchase Price shall be (i) decreased by the Capital Expenditures Shortfall and (ii) increased by the amount of any and all expenditures (including an allocation for corporate overhead, warehousing and general and administrative expenses) for capital additions to or replacements of property, plant and equipment and other expenditures or repairs on property, plant and equipment relating to the Facilities or the Sites that are capitalized by Seller in accordance with its normal accounting policies (“Capital Expenditures”) that are made in respect of work performed after the date on which the Final Closing Balance Sheet shall hereof and have been determined specifically requested or approved by Buyer in writing. For purposes of this Section 3.3(a)(4), any work described on the Capital Budget or set forth in Schedule 3.3(a)(5) shall not be deemed to have been requested or approved by Buyer unless otherwise set forth in writing and specifically requesting or authorizing the same. Nothing in this paragraph should be construed to limit Seller’s rights and obligations to make all Capital Expenditures necessary to comply with the NRC License, the NRC Commitments and other Permits. (5) The Purchase Price shall be adjusted each day that the Closing Date occurs after March 1, 2007 by the cumulative applicable dollar amount for all such days as set forth in Schedule 3.3(a)(5). (6) If the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date is greater than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be adjusted downward to the extent that the cost of such Low Level Waste disposal is greater than Five Hundred Thousand Dollars ($500,000). Conversely, if the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date is less than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be adjusted upward to the extent that the cost of such Low Level Waste disposal is less than Five Hundred Thousand Dollars ($500,000). The calculation of the projected cost to dispose of the Low Level Waste at the Palisades Facilities as of the Closing Date shall be made in accordance with this Section 2.5.3:the methodology set forth on Schedule 3.3(a)(5). (a7) the Escrow Agent shall:The Purchase Price shall be adjusted as provided in Section 6.10(g). (i8) The Purchase Price shall be adjusted as provided in Section 6.10(l). (9) release The Purchase Price shall be adjusted for the Big Rock Amount as provided in Section 6.25. (b) No less than ten (10) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer an estimated closing statement (the “Estimated Closing Statement”) that shall set forth Seller’s best estimate of all adjustments to the Purchase Price required by Section 3.3(a) (the “Estimated Adjustments”). Seller shall cooperate with Buyer and provide Buyer and its representatives access to all information used to calculate the Estimated Adjustments. Within five (5) Business Days after the delivery of the Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to any Estimated Adjustment in writing. If Buyer objects to an Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If and to the extent the Parties are able to do so prior to the Closing Date (or if Buyer does not object to any of the Estimated Adjustments), the Purchase Price shall be adjusted (the “Closing Adjustment”) for the Closing by the amount of the Estimated Adjustments not in dispute. The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, is referred to herein as the “Closing Payment.” The Closing Payment shall be paid by Buyer to Seller at the Closing. The disputed Estimated Adjustments shall be resolved in accordance with the provisions of Section 3.3(c) and paid as part of any Post- Closing Adjustment to the extent required by Section 3.3(c). (c) Within sixty (60) Business Days after the Closing Date, Seller shall prepare and deliver to Buyer a final closing statement (the “Post-Closing Statement”) that shall set forth all adjustments to the Purchase Price required by Section 3.3(a) and any disputed Estimated Adjustments pursuant to Section 3.3(b) (the “Proposed Post-Closing Adjustment”) and all work papers detailing such adjustments. Within thirty (30) Business Days after the delivery of the Post-Closing Statement by Seller to Buyer, Buyer may object to the Proposed Post- Closing Adjustment in writing. Seller and Buyer agree to cooperate with one another to provide one another with the information used to prepare the Post-Closing Statement and information relating thereto. If Buyer objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days after any objection by Buyer, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller’s and Buyer’s joint expense, review the Proposed Post- Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any, within thirty (30) days after such appointment. The Parties agree to cooperate with the Independent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall make findings only with respect to the remaining disputes so submitted to it (and not by independent review). The finding of such Independent Accounting Firm shall be binding on the Parties hereto. Upon determination of the appropriate adjustment (the “Post-Closing Adjustment”) by agreement of the Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party (together with interest accrued thereon at the Interest Rate from and including the ESOP Adjustments and Claims Escrow and pay Closing Date to Federal an amount but excluding the date of payment) no later than two (2) Business Days after such determination, in immediately available funds equal to or in any other manner as reasonably requested by the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amountspayee.

Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3: (a) the Escrow Agent shallThe Unadjusted Purchase Price shall be adjusted as follows: (i) release from the ESOP Adjustments and Claims Escrow and pay to Federal increased by an amount in immediately available funds equal to the product NGL Inventory Value for the volume of each of propane, isobutane, normal butane and natural gasoline included in the aggregate NGL volume, as of the Effective Time, in the Ranger NGL Pipeline, the stock tanks at the Ranger Truck Terminal and loaded in trucks for transport to the Ranger Truck Terminal or the Siloam Fractionation Plant; (1ii) increased by the amountnet amount of all prepaid expenses (including prepaid Taxes) to the extent applying to the ownership and operation of the Assets following the Effective Time; and (iii) decreased for costs or expenses, if anyincluding Taxes (other than income, franchise and similar taxes), incurred with respect to the operation of the Assets prior to the Effective Time but paid by which the Net Worth (Buyer after the M Street Lease Effective Time. Should Buyer or its Affiliates pay after the Effective Time any expenses for which Seller is responsible under this Section 1.3(a) and which have not been accounted for in the final Closing Adjustment in accordance with Section 1.3(d), Seller shall reimburse Buyer (or its Affiliates, as applicable) promptly after receipt of such Person’s invoice, accompanied by copies of the relevant vendor or other invoice and proof of payment. (b) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Buyer to Seller at the Closing pursuant to Section 1.5(a), Seller shall prepare and deliver, not less than two Business Days before the Closing Date, a good faith estimate of each adjustment to be made pursuant to Section 1.3(a) (the “Closing Adjustment”) determined in accordance with the US GAAP (except as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease AdjustmentSection 1.3(c)) as set forth of the Closing Date (such estimated adjustments, the “Estimated Closing Adjustment”), which shall be reasonably acceptable to Buyer. As used in this Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus an amount equal to the Estimated Closing Balance Sheet and Adjustment (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall which may be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amountspositive or negative).

Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet Statement of Assets and Liabilities shall have been determined in accordance with this Section 2.5.3: 1.3, (aA) the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and Buyer shall pay to Federal an amount Seller in immediately available funds equal to the product of (1) in U.S. dollars the amount, if any, by which the sum of (i) Net Worth Book Value (after the M Street Lease Adjustmentas determined without giving effect to receivables) as set forth at the Closing Date as reflected in the Final Closing Balance Sheet is less than the amount Statement of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet Assets and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) Liabilities and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and Net Subsidiary Receivables Amount is greater than $51,775,194, which shall constitute an immediate upward adjustment of the Purchase Price in such amount or (B) Seller shall pay to Federal an amount Buyer in immediately available funds equal to the product of (1) in U.S. dollars the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and (b) Federal shall pay to: (i) the ESOP Stockholder an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet 51,775,194 is greater than the sum of the Net Worth Subsidiary Receivables Amount and Net Book Value (after the M Street Lease Adjustmentas determined without giving effect to receivables) as set forth in at the Estimated Closing Balance Sheet and (2) the ESOP Percentage; and (ii) the Non-ESOP Stockholders’ Representative, Date as Paying Agent, an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth reflected in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet Statement of Assets and (2) the Non-ESOP Percentage; and (c) Pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s RepresentativeLiabilities, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute an immediate adjustments downward adjustment of the Purchase Price in such amountsamount. "Net Subsidiary Receivables Amount" shall be equal to 95% of the net book value ("net" meaning after deduction of the amount of the reserves for doubtful accounts) of the trade accounts receivable of the Subsidiaries as reflected on the Final Statement of Assets and Liabilities. If either party is required to make a payment pursuant to this Section 1.3(e), such party shall also be required to pay interest on the amount of such payment (for the period commencing as of the Closing Date and ending on the date on which the payment is made by such party) at a floating rate of interest equal to the ninety (90) day commercial paper rate for high grade unsecured notes as published from time to time in The Wall Street Journal, Eastern Edition. Notwithstanding the foregoing provisions of this Section 1.3(e), no payment pursuant to this Section 1.3(e) shall be made unless the payment would exceed $100,000, and if the payment would exceed $100,000 then the full amount of the payment contemplated by this Section 1.3(e) shall be made.

Adjustments to the Purchase Price. As soon The Purchase Price shall be adjusted as practicable follows (but not more than five business days) after as so adjusted, the date on which “Adjusted Purchase Price”): 1.03.01 The Purchase Price shall be increased by the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.5.3following: (aA) expenses actually paid by any Seller or Will-Drill Production Co., Inc. (“WDP”) with respect to the ownership or operation of the Subject Properties, or any of them, which are for or relate to any period of time on or after the Effective Date and which were incurred in the ordinary course of business, consistent with past practice, including, without limitation, any such expenses relating to Xxxxx Xxxxxx 20 – Xx. 0, Xxxxxxx 00 - No. 1 and Xxxxx 30 – No. 2 attributable to or arising from or in connection with the operations described in the daily drilling reports attached hereto as Schedule 1.03.01(A); provided that for the purposes of this Section 1.03.01(A) expenses for drilling, completion or rework operations attributable to Xxxxx FUMC 33 – No. 1, Thrash 16 – No.1 and Xxx-Xxxxxxx 22 – No. 1 and incurred between the Effective Date and the date of this Agreement shall be limited to Four Hundred Forty Thousand Dollars ($440,000). (B) the Escrow Agent shall: total of all costs and expenses actually paid and incurred by Sellers for drilling, completion, equipping, operating and other costs and expenses actually paid and incurred by Sellers with respect to any producing Well in a unit on account of unleased mineral interests (i“UMIs”) release from the ESOP Adjustments and Claims Escrow and pay to Federal an amount (such UMIs being set forth on Schedule 1.03.01(B)) in immediately available funds equal such unit to the product extent that such costs and expenses have not been recouped by Sellers as of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ RepresentativeEffective Date; and (iiC) release from the Non-ESOP Adjustments value (calculated in the same manner as specified in Section 6.03.04(A) and Claims Escrow Section 6.03.04(B)) of an increase in Sellers' NRI over that set forth on Exhibit "A" due to a clerical, typographical or mathematical error (including, without limitation, the erroneous failure to list a Subject Property on Exhibit “A” in which Sellers have an interest or to reflect a greater interest) or a decrease in Sellers' WI over that set forth on Exhibit "A" due to a clerical, typographical or mathematical error (including, without limitation, the erroneous listing of a Subject Property on Exhibit “A” in which Sellers do not have an interest or have a lesser interest). 1.03.02 The Purchase Price shall be decreased by the following: (A) all revenues received by Sellers and pay to Federal an amount in immediately available funds equal attributable to the product Subject Properties for or relating to any period of (1) the amount, if any, by which the Net Worth (time on and after the M Street Lease AdjustmentEffective Date; (B) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying AgentDeposit; and (bC) Federal the amount of any decreases due to Title Defects pursuant to ARTICLE VI, Environmental Conditions pursuant to ARTICLE X, Casualty Losses pursuant to Section 11.16 and the provisions of Section 3.02. 1.03.03 The Purchase Price shall pay tobe increased or decreased, as the case may be, by the following: (iA) the ESOP Stockholder an amount in immediately available funds equal Suspense Funds as of Closing pursuant to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the ESOP PercentageSection 3.08; and (iiB) the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount hydrocarbons in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet storage and (2) the Non-ESOP Percentage; and (c) Pursuant pipelines pursuant to Section 2.5.3(b) following payment by Federal to the ESOP Shareholder’s Representative and the Non-ESOP Stockholder’s Representative, respectively, of any amount by which the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amounts3.07.

Adjustments to the Purchase Price. As soon as practicable (but not more than five business daysa) after If the date on which amount of the Final Closing Balance Sheet shall have been Net Book Value of the Business (determined in accordance with this Section 2.5.3: 3.2(b) as of the Closing Statement Date (aas hereinafter defined) the Escrow Agent shall: is: (i) release from less than $62,343,000, the ESOP Adjustments and Claims Escrow and pay to Federal Unadjusted Purchase Price shall be decreased by an amount in immediately available funds equal to the product of (1) the amount, if any, amount by which the such Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet Book Value is less than $62,343,000, (the "Downward Book Value Adjustment"); or (ii) is greater than $62,343,000, the Unadjusted Purchase Price shall be increased by an amount equal to the amount by which such Net Book Value is greater than $62,343,000, but such increased amount shall not in any event exceed the amount of Net Worth (after the M Street Lease Adjustment) as set forth cash and cash equivalents included in the Estimated Closing Balance Sheet and Statement plus $5,000,000 (2) the ESOP Percentage"Upward Book Value Adjustment" and, together with the Downward Book Value Adjustment, the "Book Value Adjustment"). The difference between Payment of any payment to Federal Book Value Adjustment shall be made pursuant to this Section 2.5.3(a)(i) and the product of $2,000,000 (Two Million Dollars) and the ESOP Percentage, shall be released to the ESOP Stockholders’ Representative; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to Federal an amount in immediately available funds equal to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is less than the amount of Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage. The difference between any payment to Federal pursuant to this Section 2.5.3(a)(ii) and the product of $2,000,000 (Two Million Dollars) and the Non-ESOP Percentage shall be released to the Non-ESOP Stockholders’ Representative as Paying Agent; and3.2(f). (b) Federal As used herein, the term "Net Book Value" shall pay to: mean the sum of the consolidated assets of the Business minus the sum of the amount of the consolidated liabilities of the Business as reflected on the Closing Statement, (i) provided there shall be excluded from the ESOP Stockholder an amount in immediately available funds equal consolidated assets: (A) any Excluded Assets; and, (B) any assets of the Acquired Subsidiaries relating to Income Taxes and deferred Income Taxes with respect to the product Business attributable to periods ending on or prior to the Closing Date or to the pre-Closing portion of (1) any taxable period that includes but does not end on the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet Date; and (2) the ESOP Percentage; and (ii) provided there shall be excluded from the Non-ESOP Stockholders’ Representative, as Paying Agent, an amount in immediately available funds equal consolidated liabilities: (A) any Retained Liabilities and (B) any liabilities of the Acquired Subsidiaries relating to Income Taxes and deferred Income Taxes with respect to the product of (1) the amount, if any, by which the Net Worth (after the M Street Lease Adjustment) as set forth in the Final Closing Balance Sheet is greater than the Net Worth (after the M Street Lease Adjustment) as set forth in the Estimated Closing Balance Sheet and (2) the Non-ESOP Percentage; and (c) Pursuant business attributable to Section 2.5.3(b) following payment by Federal periods ending on or prior to the ESOP Shareholder’s Representative and Closing Date or to the Nonpre-ESOP Stockholder’s Representative, respectively, Closing portion of any amount by which taxable period that includes but does not end on the Net Worth as set forth in the Final Closing Balance Sheet is greater than the Net Worth as set forth in the Estimated Closing Balance Sheet, the Escrow Agent shall: (i) release from the ESOP Adjustments and Claims Escrow and pay to the ESOP Stockholder’s Representative an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the ESOP Percentage; and (ii) release from the Non-ESOP Adjustments and Claims Escrow and pay to the Non-ESOP Stockholders’ Representative as paying agent an amount in immediately available funds equal to the product of (1) $2,000,000 (Two Million Dollars) and (2) the Non-ESOP Percentage. All payments made pursuant to this Section 2.5.3 shall constitute immediate adjustments of the Purchase Price in such amountsDate.