Common use of Closing Payment and Post-Closing Purchase Price Adjustments Clause in Contracts

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). (b) Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 days after the Closing Date. In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to the Denver, Colorado office of a mutually-agreed upon accounting firm for review and final determination by arbitration. The accounting firm shall conduct the arbitration proceedings in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.4. The accounting firm’s determination shall be made within 30 days after submission of the matters in dispute and shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. The Parties shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firm. Within ten days after the earlier of (i) the expiration of Purchaser’s 60-day review period without delivery of any written report or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (B) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (c) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Target Closing Date, Seller Sellers shall prepare and deliver to Purchaser, using and based upon the best information available to Sellerbooks and records of the Company and the Subsidiaries, a preliminary settlement statement estimating setting forth Sellers’ good faith estimate of the initial Adjusted Purchase Price for the Shares after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.42.2, including the calculation of Net Working Capital. Within two Purchaser shall have three (3) Business Days after its receipt to review such preliminary settlement statement. On the day following expiration of such statementthree (3) Business Day review period, Purchaser shall submit a written report containing any changes Purchaser proposes to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faithbe made to the settlement statement. Seller Sellers and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary agree on a final settlement statement before the no later than one (1) Business Day prior to Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller however, if Sellers and Purchaser prior are unable to the Closing Dateagree, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase pricethen, adjusted subject to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing Section 2.3(b), Sellers’ determination shall be taken into account as provided in Section 8.4(b). The estimate set forth in used to calculate the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid payable by Purchaser to Seller Sellers at the Closing (such amount, the “Closing Payment”). (b) Seller As soon as reasonably practicable after the Closing but not later than the seventy-fifth (75th) day following the Closing Date, Purchaser shall prepare and deliver to Purchaser Sellers a draft statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustmentadjustment under Section 2.2. Purchaser shall make such reasonable documentation as is in Purchaser’s possession available to support the final figures. As soon as reasonably practicable, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no but not later than the 90th thirtieth (30th) day following the Closing Date. Seller shallreceipt of such statement from Purchaser (together with all necessary supporting documentation), at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser Sellers shall deliver to Seller Purchaser a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to Sellers propose be made to such statement. If Sellers do not deliver such report to each Seller on or before the end of such thirty (30) day period, Sellers shall be deemed to have agreed with Purchaser’s statement, and such statement as a result of additional information received after shall become final and binding upon the statement was prepared. Parties. (c) The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 thirty (30) days after the Closing Datedelivery of Purchaser’s statement. In the event that the Parties cannot reach agreement within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to the DenverXxxxx Xxxxxxxx LLP, Colorado office of or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm mutually acceptable to both Purchaser and Sellers (the “Accounting Arbitrator”), for review and final determination by arbitration. The accounting firm shall conduct Each Party agrees to sign, if requested by the arbitration proceedings in DenverAccounting Arbitrator, Colorado in accordance with a reasonable engagement letter and to provide indemnity and other standard agreements that the Commercial Arbitration Rules of the American Arbitration Association, Accounting Arbitrator requires as a condition to the extent that such rules do not conflict with the terms of this Section 8.4. engagement. (d) The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of this Article 2 and may not increase the Unadjusted Purchase Price more than the increase greatest Purchase Price proposed by Seller a Party nor decrease the Unadjusted Purchase Price more than the decrease lowest Purchase Price proposed by Purchaser, as applicablea Party. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section 2.3(d)) or penalties to the Parties any Party with respect to any matter. The Parties Sellers and Purchaser shall each bear its their own legal fees and other costs of presenting its casetheir respective cases. Seller shall bear one-half Sellers (collectively) and Purchaser (individually) shall each bear one-half of the costs and expenses of the accounting firm. Accounting Arbitrator. (e) Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Adjusted Purchase Price or (the accounting firm finally determines the disputed matters, as applicable“Finalization Date”), (Ax) Purchaser shall pay to Seller if the amount by which the Adjusted Purchase Price exceeds the Closing Payment Payment, then the Parties shall cause the Escrow Agent to distribute to Sellers the Escrow Amount and Purchaser shall pay such excess in immediately available funds to Sellers or (By) Seller shall pay to Purchaser the amount by which if the Closing Payment exceeds the Adjusted Purchase Price, as applicablethen the Parties shall cause the Escrow Agent to distribute to Purchaser, such excess (up to the amount of the Escrow Amount), and if the Escrow Amount is insufficient, then Sellers shall wire transfer to Purchaser immediately available funds in the amount of such insufficiency, and Sellers shall be entitled to receive the remaining amount, if any, of the Escrow Amount. Any post-closing Closing payment pursuant to this Section 8.4(b2.3(d) shall bear interest from the Closing Date to the date of payment at the Prime Agreed Rate. (cf) Sellers shall use commercially reasonable efforts (but without the obligation to pay any amount to, or undertake any obligations for the benefit of, Purchaser, the Company, the Subsidiaries, or any other Person) to assist Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b2.3(c) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller Purchaser to facilitate such process post-Closingprocess. (dg) All payments made or to be made under this Agreement to Seller Sellers shall be made by electronic transfer of immediately available funds to a bank account as may be specified by Sellers in writing, in accordance with each Seller’s Pro Rata Percentage (other than payments made pursuant to Article 10 (excluding Section 10.1(b)(iii)), which shall not be reduced in any respect due to the accounts designated by SellerManagement Rollover). All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five Business Days prior to At Closing, the Closing Date, Seller Company shall prepare and deliver to Purchaser, using and based upon the best information available to Sellerthe Company, a preliminary settlement statement estimating setting forth the initial Company’ s good faith estimate of the Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price adjustments set forth in Section 3.42.2. Within two Business Days after its receipt of such statement, Purchaser shall submit have an opportunity to Seller in writing any objections or proposed changes thereto review and Seller shall consider all discuss such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before with the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b)Company. The estimate set forth delivered in the final preliminary settlement statement accordance with this Section 7.4(a) shall constitute the U.S. Dollar dollar amount to be paid by Purchaser to Seller at the Closing to Seller, subject to reduction for (i) the Escrow Amount and (ii) Tax withholding required by U.S. or Colombian Laws (the “Closing Payment”). (b) Seller As soon as reasonably practicable after the Closing but not later than the 120th day following the Closing Date, Purchaser shall prepare and deliver to Purchaser Seller a statement setting forth the its final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts receipts, and other items before and after the Effective Time no later than the 90th day following the Closing DateTime. Seller shall, Purchaser shall at PurchaserSeller’s request, supply reasonable documentation available to support any creditcredits, chargecharges, receipt receipts, or other item included items and permit Seller reasonable access to the Company’ s and its Affiliate’s books and records relevant to such credits, charges, receipts or other items. Purchaser shall, and shall cause its Affiliates to, reasonably cooperate with Seller and its representatives in such statement. Purchaser examination. (i) As soon as reasonably practicable but not later than the sixtieth (60th) day following receipt of Purchaser’s statement hereunder, Seller shall deliver to Seller Purchaser a written report containing any changes that Purchaser Seller proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. statement. (ii) The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 two hundred ten (210) days after the Closing Date. In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to the DenverKPMG LLP, Colorado office of a mutuallyor if KPMG LLP is unable or unwilling to perform its obligations under this Section, such other internationally-agreed upon recognized independent accounting firm as may be accepted by Purchaser and Seller, for review and final determination by arbitrationdetermination. The accounting firm Parties shall conduct the arbitration proceedings submit their calculation and supporting documents in Denver, Colorado in accordance with the Commercial Arbitration Rules respect of the American Arbitration Association, to Adjusted Purchase Price within thirty (30) days after the extent that such rules do not conflict with lapse of the terms of this Section 8.4aforesaid two hundred and ten (210) days. The accounting firm’s determination shall be made within 30 thirty (30) days after submission of the matters in dispute and shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm shall be bound by the terms of Section 2.2 and shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties either Party and may not award damages or penalties to the Parties either Party with respect to any matter. The Parties Seller and Purchaser shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser Each Party shall bear one-half of the costs and expenses of the accounting firm. . (iii) Within ten (10) days after the earlier of (iof(A) the expiration of PurchaserSeller’s sixty (60-) day review period without delivery of any written report report, or (iiB) the date on which the Parties or the accounting firm, as applicable, finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed matters, as applicablePrice, (Ax) Purchaser shall pay to Seller Seller, the amount by which the Adjusted Purchase Price exceeds the estimate of the Adjusted Purchase Price used in the determination of the Closing Payment or (By) Seller shall will pay to Purchaser the amount by which the estimate of the Adjusted Purchase Price used in the determination of the Closing Payment exceeds the Adjusted Purchase Price, as applicable, less in each case any Tax withholding required by US or Colombian Laws. Any post-post closing payment pursuant to this Section 8.4(b) 7.4 shall bear interest from the Closing Date to the date of payment at the Prime Applicable Rate. (c) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller Sellers Representative shall prepare and deliver to PurchaserBuyer, using and based upon the best information reasonably available to SellerSellers Representative, a preliminary settlement statement estimating the initial Adjusted Purchase Price amount due by Buyer at Closing after giving effect to all adjustments to the Unadjusted Purchase Price adjustments set forth in Section 3.4Article III. Within Buyer shall have two Business Days after its receipt of such statement, Purchaser shall submit (2) business days to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding review the preliminary settlement statement before statement. On the Closing; providedbusiness day following expiration of the two (2) business-day review period, Buyer shall submit a written report containing any changes Buyer proposes to be made to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b)preliminary settlement statement. The estimate set forth in parties shall attempt to agree on the final preliminary settlement statement no later than one (1) business day prior to the Closing. If the parties are unable to agree by that date, subject to any adjustment under Section 9.3(b) the estimate delivered by Sellers Representative in accordance with this Section 9.3 shall constitute the U.S. Dollar dollar amount to be paid by Purchaser Buyer to Seller Sellers at the Closing (the “Closing Payment”). (b) Seller As soon as reasonably practicable after the Closing but not later than the 90th day following the Closing Date, Sellers Representative shall prepare and deliver to Purchaser Buyer a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, possible on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, Sellers Representative shall supply reasonable documentation available to support any credit, charge, receipt or other item included in such statementitem. Purchaser As soon as reasonably practicable but not later than the 30th day following receipt of Sellers Representative’s statement hereunder, Buyer shall deliver to Seller Sellers Representative a written report containing any changes that Purchaser Buyer proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was preparedstatement. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 150 days after the Closing Date (the “Final Settlement Date”). In If Sellers Representative and Buyer have not so agreed on or before the event Final Settlement Date, the matters that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters remain in dispute shall be submitted to an arbitrator (the Denver, Colorado office of a mutually-agreed upon accounting firm “Accountant”) for review and final determination by arbitrationresolution. The Accountant shall be Xxxxx Xxxxxxxx LLP or another nationally recognized independent public accounting firm as shall conduct be agreed upon by Buyer and Sellers Representative in writing. The Accountant shall render a decision resolving the arbitration proceedings matters in Denverdispute, Colorado in accordance a manner consistent with the Commercial Arbitration Rules provisions of Section 3.4 and the American Arbitration Association, to the extent that such rules do not conflict with the terms other provisions of this Section 8.4. The accounting firm’s determination shall be made Agreement, within 30 days after following their submission to the Accountant. The determination of the matters in dispute and Accountant shall be final and binding on both Parties, without right of appealthe parties. In determining the proper amount The cost of any adjustment to arbitration (including the Unadjusted Purchase Price, the accounting firm shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. The Parties shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccountant) pursuant to this Section 9.3 shall be borne one-half by Buyer and one-half by Sellers. Within ten days after If the earlier of (i) the expiration of Purchaser’s 60-day review period without delivery of any written report or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or as adjusted in the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price final settlement statement exceeds the Closing Payment or (B) Seller i.e., the “Post Closing Adjustment”), Buyer shall pay to Purchaser Sellers and the amount by which Employee Option holders the difference within 10 days after the Final Settlement Date. If the Closing Payment exceeds the Adjusted Purchase Price, Price as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (c) Purchaser shall assist Seller adjusted in the preparation of final settlement statement, Sellers will pay to Buyer the final statement of Post Closing Adjustment within 10 days after the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-ClosingFinal Settlement Date. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall in good faith prepare and deliver to Purchaser, using and based upon the best information available to Seller, a draft preliminary settlement statement estimating (the initial Adjusted “Preliminary Settlement Statement”) setting forth Seller’s good faith estimate of the (i) adjusted Purchase Price for the Assets as of the Closing Date and the Cash Purchase Price, in each case, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt 2.3, and (ii) the amount of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding (A) the preliminary settlement statement before Cash Purchase Price less (B) (1) the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation amount of the other components of Deposit (together with all earnings, interest and income thereon), (2) the purchase priceDefect Escrow Amount (if applicable), adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to and (3) the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement Indemnity Holdback Amount, which shall constitute the U.S. Dollar dollar amount to be paid payable by Purchaser to Seller in cash at the Closing (the “Cash Closing Payment”) and (iii) the number of shares of Purchaser Common Stock constituting the Stock Purchase Price (the “Stock Closing Payment” and, together with the Cash Closing Payment, the “Closing Payment”). Seller shall supply to Purchaser reasonable documentation in the possession or control of Seller and its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller and a reasonably detailed explanation of any such adjustments and the reasons therefor. Within three (3) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser may deliver to Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Seller (with any amendments or modifications thereto that were so agreed between the Parties) will be used to adjust the Unadjusted Purchase Price at Closing. For purposes of clarity, Purchaser’s failure to propose any changes to the Preliminary Settlement Statement and/or Purchaser’s agreement to all or any portion of the Preliminary Settlement Statement proposed by Seller shall not, and shall not be deemed or construed to, prejudice any of Purchaser’s rights hereunder (including, for purposes of clarity, Purchaser’s right to dispute any adjustment or amount set forth in the Preliminary Settlement Statement in connection with the final calculation and determination of the Purchase Price pursuant to Section 8.4(b) and/or 8.4(c), as applicable). (b) As soon as reasonably practicable after the Closing but not later than the ninetieth (90th) day following the Closing Date, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted Purchase Price (the “Final Settlement Statement”) and showing the calculation of each adjustment under Section ‎2.3, based on the most recent actual figures available for each adjustment. Seller shall make such reasonable documentation as is in Seller’s or any of its Affiliates possession or control available to support the final figures set forth in the Final Settlement Statement. As soon as reasonably practicable, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no but not later than the 90th thirtieth (30th) day following receipt of such Final Settlement Statement from Seller (as such time period may be extended as described below, the Closing Date. Seller shall“Purchaser Comment Deadline”), at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall may deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereofsuch Final Settlement Statement. Seller may deliver a written report to Purchaser during this same period on or prior to the Purchaser Comment Deadline reflecting any changes that Seller proposes to be made to such statement the Final Settlement Statement as a result of additional information received after the statement Final Settlement Statement was preparedfirst prepared and delivered to Purchaser hereunder (and if any such written report is delivered by Seller to Purchaser on or after the date that is five (5) Business Days before the Purchaser Comment Deadline, then the Purchaser Comment Deadline will be automatically extended for five (5) Business Days). If Purchaser does not deliver such report to Seller on or before the Purchaser Comment Deadline, Purchaser shall be deemed to have agreed with Seller’s Final Settlement Statement, and such Final Settlement Statement shall become final and binding upon the Parties. (c) The Parties shall undertake to agree on the final statement Final Settlement Statement of the Adjusted Purchase Price no later than 195 ninety (90) days after the Closing Datedelivery to Purchaser of Seller’s initial Final Settlement Statement. In the event that the Parties cannot reach agreement on the final Purchase Price within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to to, the DenverHouston, Colorado Texas office of KPMG LLP, or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. If Purchaser and Seller have not agreed upon a mutually acceptable alternate Person to serve as Accounting Arbitrator within ten (10) Business Days of receiving notice of KPMG LLP’s unavailability, Seller shall, within ten (10) Business Days after the end of such initial ten (10) Business Day period, formally apply to the Houston, Texas office of the American Arbitration Association to choose the Accounting Arbitrator. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverHouston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.48.4‎(c). The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of ‎Article 2 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section ‎8.4(c)) or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its their own legal and accounting fees and other costs of presenting its casecase to the Accounting Arbitrator. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-day review period Purchaser Comment Deadline without delivery by Purchaser to Seller of any written report with respect to the Final Settlement Statement under Section 8.4(b) or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed mattersAccounting Arbitrator, as applicable, finally determine the Purchase Price, (Ax) Purchaser shall pay to Seller in cash the amount by which the Adjusted Purchase Price (less the Deposit (together with all earnings, interest and income thereon), the Defect Escrow Amount (if applicable) and the Indemnity Holdback Amount) exceeds the Closing Payment or (By) Seller shall pay to Purchaser in cash the amount by which the Closing Payment exceeds the Adjusted final Purchase PricePrice (less the Deposit (together with all earnings, interest and income thereon), the Defect Escrow Amount (if applicable) and the Indemnity Holdback Amount), as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (cd) Purchaser shall use commercially reasonable efforts to assist Seller in the preparation of the final statement of the Adjusted Purchase Price Final Settlement Statement under Section 8.4(b‎8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be reasonably requested by Seller to facilitate such process post-ClosingClosing (but in no event shall Purchaser be obligated to pay or incur any funds in connection with providing such assistance). (de) All cash payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated a bank account as may be specified by SellerSeller in writing. All cash payments made or to be made hereunder to Purchaser shall be by electronic transfer or of immediately available funds to a bank and account specified by Purchaser in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall in good faith prepare and deliver to Purchaser, using and based upon the best information available to Seller, a draft preliminary settlement statement estimating (the initial Adjusted “Preliminary Settlement Statement”) setting forth Seller’s good faith estimate of the (i) adjusted Purchase Price for the Assets as of the Closing Date and the Cash Purchase Price, in each case, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt 2.3, and (ii) amount of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding (A) the preliminary settlement statement before Cash Purchase Price less (B) (1) the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation amount of the other components of Deposit (together with all earnings, interest and income thereon), (2) the purchase priceDefect Escrow Amount (if applicable), adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to and (3) the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement Indemnity Holdback Amount, which shall constitute the U.S. Dollar dollar amount to be paid payable by Purchaser to Seller in cash at the Closing (the “Cash Closing Payment”) and (iii) the number of shares of Purchaser Common Stock constituting the Stock Purchase Price (the “Stock Closing Payment” and, together with the Cash Closing Payment, the “Closing Payment”). Seller shall supply to Purchaser reasonable documentation in the possession or control of Seller and its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller and a reasonably detailed explanation of any such adjustments and the reasons therefor. Within three (3) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser may deliver to Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Seller (with any amendments or modifications thereto that were so agreed between the Parties) will be used to adjust the Unadjusted Purchase Price at Closing. For purposes of clarity, Purchaser’s failure to propose any changes to the Preliminary Settlement Statement and/or Purchaser’s agreement to all or any portion of the Preliminary Settlement Statement proposed by Seller shall not, and shall not be deemed or construed to, prejudice any of Purchaser’s rights hereunder (including, for purposes of clarity, Purchaser’s right to dispute any adjustment or amount set forth in the Preliminary Settlement Statement in connection with the final calculation and determination of the Purchase Price pursuant to Section 8.4(b) and/or 8.4(c), as applicable). (b) As soon as reasonably practicable after the Closing but not later than the ninetieth (90th) day following the Closing Date, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted Purchase Price (the “Final Settlement Statement”) and showing the calculation of each adjustment under Section ‎2.3, based on the most recent actual figures available for each adjustment. Seller shall make such reasonable documentation as is in Seller’s or any of its Affiliates possession or control available to support the final figures set forth in the Final Settlement Statement. As soon as reasonably practicable, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no but not later than the 90th thirtieth (30th) day following receipt of such Final Settlement Statement from Seller (as such time period may be extended as described below, the Closing Date. Seller shall“Purchaser Comment Deadline”), at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall may deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereofsuch Final Settlement Statement. Seller may deliver a written report to Purchaser during this same period on or prior to the Purchaser Comment Deadline reflecting any changes that Seller proposes to be made to such statement the Final Settlement Statement as a result of additional information received after the statement Final Settlement Statement was preparedfirst prepared and delivered to Purchaser hereunder (and if any such written report is delivered by Seller to Purchaser on or after the date that is five (5) Business Days before the Purchaser Comment Deadline, then the Purchaser Comment Deadline will be automatically extended for five (5) Business Days). If Purchaser does not deliver such report to Seller on or before the Purchaser Comment Deadline, Purchaser shall be deemed to have agreed with Seller’s Final Settlement Statement, and such Final Settlement Statement shall become final and binding upon the Parties. (c) The Parties shall undertake to agree on the final statement Final Settlement Statement of the Adjusted Purchase Price no later than 195 ninety (90) days after the Closing Datedelivery to Purchaser of Seller’s initial Final Settlement Statement. In the event that the Parties cannot reach agreement on the final Purchase Price within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to to, the DenverHouston, Colorado Texas office of KPMG LLP, or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. If Purchaser and Seller have not agreed upon a mutually acceptable alternate Person to serve as Accounting Arbitrator within ten (10) Business Days of receiving notice of KPMG LLP’s unavailability, Seller shall, within ten (10) Business Days after the end of such initial ten (10) Business Day period, formally apply to the Houston, Texas office of the American Arbitration Association to choose the Accounting Arbitrator. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverHouston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.48.4‎(c). The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of ‎Article 2 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section ‎8.4(c)) or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its their own legal and accounting fees and other costs of presenting its casecase to the Accounting Arbitrator. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-day review period Purchaser Comment Deadline without delivery by Purchaser to Seller of any written report with respect to the Final Settlement Statement under Section 8.4(b) or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed mattersAccounting Arbitrator, as applicable, finally determine the Purchase Price, (Ax) Purchaser shall pay to Seller in cash the amount by which the Adjusted Purchase Price (less the Deposit (together with all earnings, interest and income thereon), the Defect Escrow Amount (if applicable) and the Indemnity Holdback Amount) exceeds the Closing Payment or (By) Seller shall pay to Purchaser in cash the amount by which the Closing Payment exceeds the Adjusted final Purchase PricePrice (less the Deposit (together with all earnings, interest and income thereon), the Defect Escrow Amount (if applicable) and the Indemnity Holdback Amount), as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (cd) Purchaser shall use commercially reasonable efforts to assist Seller in the preparation of the final statement of the Adjusted Purchase Price Final Settlement Statement under Section 8.4(b‎8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be reasonably requested by Seller to facilitate such process post-ClosingClosing (but in no event shall Purchaser be obligated to pay or incur any funds in connection with providing such assistance). (de) All cash payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated a bank account as may be specified by SellerSeller in writing. All cash payments made or to be made hereunder to Purchaser shall be by electronic transfer or of immediately available funds to a bank and account specified by Purchaser in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five Business Days prior Prior to the Closing Date, Seller shall prepare and deliver delivered to Purchaser, using and based upon actual amounts then available (or if actual amounts are not available, Seller’s reasonable best estimate of the best information available to Selleractual amounts), a preliminary settlement statement estimating the initial Adjusted Purchase Price for the Interests after giving effect to all adjustments setting forth each adjustment to the Unadjusted Purchase Price set forth in Section 3.42.2. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes agree that the estimates delivered in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in accordance with this Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall 7.4(a) constitute the U.S. Dollar collective dollar amount to be paid payable by Purchaser to Seller at the Closing (the “Closing Payment”). (b) As soon as reasonably practicable after the Closing but not later than one-hundred and twenty (120) days following the Closing Date, Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, possible on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Dateand taking into account all adjustments provided for in this Agreement. Seller shall, at Purchaser’s request, shall supply reasonable documentation available to support any credit, charge, receipt or other item included in such statementitem. As soon as reasonably practicable but not later than the 30th day following receipt of Seller’s statement hereunder, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to such statement. Purchaser may not later contest or submit to the Independent Expert any amounts or adjustments that were not contested in Purchaser’s written report, which amounts or adjustments Purchaser will be deemed to have accepted. If Purchaser does not timely deliver such written report within such 30-day period, Purchaser shall be deemed to agree with the adjustments set forth in Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was preparedstatement. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 one hundred and fifty (150) days after the Closing DateDate (such final statement, the “Final Settlement Statement”). In the event that the Parties cannot reach agreement agree on the final Purchase Price within one hundred and fifty (150) days after the Closing Date, the specific disputed items will be automatically referred to an independent expert of the Parties’ choosing with at least ten (10) years of oil and gas accounting experience for arbitration (the “Independent Expert”). If the Parties are unable to agree upon an Independent Expert, then such period of timeIndependent Expert shall be selected by any Federal District Court or State District Court Judge in Houston, either Party may refer the remaining matters in dispute to the Denver, Colorado office of a mutually-agreed upon accounting firm for review and final determination by arbitrationTexas. The accounting firm Independent Expert shall conduct the arbitration proceedings in DenverEnglish in Houston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, including procedures to expedite such arbitration proceedings, to the extent that such rules do not conflict with the terms of this Section 8.4Section. The accounting firmIndependent Expert’s determination shall be made within 30 thirty (30) days after submission of the matters in dispute (or as soon as possible thereafter) and shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Independent Expert shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Independent Expert shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties either Party and may not award damages or penalties to the Parties either Party with respect to any matter. The Parties Each Party shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half of the costs and expenses of the Independent Expert and the Purchaser shall bear one-half of the such costs and expenses of the accounting firmexpenses. Within ten days five (5) Business Days after the earlier of (i) the expiration of Purchaser’s 60-day review period without delivery of any written report or (ii) the date on which the Parties finally determine agree (or are deemed to agree) on the Adjusted Purchase Price Final Settlement Statement or the accounting firm Independent Expert finally determines the disputed matters, as applicable, (Ai) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment Payment, or (Bii) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (c) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to Seller to such bank and account as may be specified by Seller in writing, for the accounts designated by credit of Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller, for the credit of Purchaser.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to PurchaserBuyer, using and based upon the best information reasonably available to SellerSellers, a preliminary settlement statement estimating the initial Adjusted Purchase Price amount due by Buyer at Closing after giving effect to all adjustments to the Unadjusted Purchase Price adjustments set forth in Sections 3.4 and 4.1, and if applicable, the Incremental Purchase Price as set forth in Section 3.4. Within 3.5, Buyer shall have two Business Days after its receipt of such statement, Purchaser shall submit (2) business days to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding review the preliminary settlement statement before statement. On the Closing; providedbusiness day following expiration of the two (2)-business-day review period, Buyer shall submit a written report containing any changes Buyer proposes to be made to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b)preliminary settlement statement. The estimate set forth in parties shall attempt to agree on the final preliminary settlement statement no later than one (1) business day prior to the Closing. If the parties are unable to agree by that date, subject to any adjustment under Section 9.3(b) the estimate delivered by Sellers in accordance with this Section 9.3 shall constitute the U.S. Dollar dollar amount to be paid by Purchaser Buyer to Seller Sellers at the Closing (the “Closing Payment”). (b) Seller As soon as reasonably practicable after the Closing but not later than the 90th day following the Closing Date, Sellers shall prepare and deliver to Purchaser Buyer a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, possible on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, Sellers shall at PurchaserBuyer’s request, request supply reasonable documentation available to support any credit, charge, receipt or other item included in such statementitem. Purchaser As soon as reasonably practicable but not later than the 30th day following receipt of Sellers’ statement hereunder, Buyer shall deliver to Seller Sellers a written report containing any changes that Purchaser Buyer proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was preparedstatement. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 120 days after the Closing Date (the “Final Settlement Date”). In If Sellers and Buyer have not so agreed on or before the event Final Settlement Date, the matters that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters remain in dispute shall be submitted to an arbitrator (the Denver, Colorado office of a mutually-agreed upon accounting firm “Accountant”) for review and final determination by arbitrationresolution. The Accountant shall be Xxxxx Xxxxxxxx, LLP, or if they are unable or refuse to serve, a nationally recognized independent public accounting firm as shall conduct be agreed upon by Buyer and Sellers in writing. The Accountant shall render a decision resolving the arbitration proceedings matters in Denverdispute, Colorado in accordance a manner consistent with the Commercial Arbitration Rules provisions of Section 3.4 and the American Arbitration Association, to the extent that such rules do not conflict with the terms other provisions of this Section 8.4. The accounting firm’s determination shall be made Agreement, within 30 days after following their submission to the Accountant. The determination of the matters in dispute and Accountant shall be final and binding on both Parties, without right of appealthe parties. In determining the proper amount The cost of any adjustment to arbitration (including the Unadjusted Purchase Price, the accounting firm shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. The Parties shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccountant) pursuant to this Section 9.3 shall be borne one-half by Buyer and one-half by Sellers. Within ten days after If the earlier of (i) the expiration of Purchaser’s 60-day review period without delivery of any written report or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or as adjusted in the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price final settlement statement exceeds the Closing Payment or (B) Seller i.e., the “Post Closing Adjustment”), Buyer shall pay to Purchaser Sellers the amount by which difference within 10 days after the Final Settlement Date. If the Closing Payment exceeds the Adjusted Purchase Price, Price as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (c) Purchaser shall assist Seller adjusted in the preparation of final settlement statement, Sellers will pay to Buyer the final statement of Post Closing Adjustment within 10 days after the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-ClosingFinal Settlement Date. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Target Closing Date, Seller shall in good faith prepare and deliver to Purchaser, using and based upon the best information available to Seller, a draft preliminary settlement statement estimating (the initial Adjusted “Preliminary Settlement Statement”) setting forth Seller’s good faith estimate of the (i) adjusted Purchase Price for the Assets as of the Closing Date and the Cash Purchase Price, in each case, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt 2.3, and (ii) the amount of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding (A) the preliminary settlement statement before Cash Purchase Price less (B) (1) the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation amount of the other components of Deposit (together with all earnings, interest and income thereon), and (2) the purchase priceDefect Escrow Amount (if applicable), adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement which shall constitute the U.S. Dollar dollar amount to be paid payable by Purchaser to Seller in cash at the Closing (the “Cash Closing Payment”) and (iii) the number of shares of Purchaser Common Stock constituting the Stock Purchase Price (the “Stock Closing Payment” and, together with the Cash Closing Payment, the “Closing Payment”). Seller shall supply to Purchaser reasonable documentation in the possession or control of Seller and its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller and a reasonably detailed explanation of any such adjustments and the reasons therefor. Within three (3) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser may deliver to Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Seller (with any amendments or modifications thereto that were so agreed between the Parties) will be used to adjust the Unadjusted Purchase Price at Closing. For purposes of clarity, Purchaser’s failure to propose any changes to the Preliminary Settlement Statement and/or Purchaser’s agreement to all or any portion of the Preliminary Settlement Statement proposed by Seller shall not, and shall not be deemed or construed to, prejudice any of Purchaser’s rights hereunder (including, for purposes of clarity, Purchaser’s right to dispute any adjustment or amount set forth in the Preliminary Settlement Statement in connection with the final calculation and determination of the Purchase Price pursuant to Section 8.4(b) and/or 8.4(c), as applicable). (b) As soon as reasonably practicable after the Closing but not later than the ninetieth (90th) day following the Closing Date, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted Purchase Price (the “Final Settlement Statement”) and showing the calculation of each adjustment under Section 2.3, based on the most recent actual figures available for each adjustment. Seller shall make such reasonable documentation as is in Seller’s or any of its Affiliates possession or control available to support the final figures set forth in the Final Settlement Statement. As soon as reasonably practicable, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no but not later than the 90th thirtieth (30th) day following receipt of such Final Settlement Statement from Seller (as such time period may be extended as described below, the Closing Date. Seller shall“Purchaser Comment Deadline”), at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall may deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereofsuch Final Settlement Statement. Seller may deliver a written report to Purchaser during this same period on or prior to the Purchaser Comment Deadline reflecting any changes that Seller proposes to be made to such statement the Final Settlement Statement as a result of additional information received after the statement Final Settlement Statement was preparedfirst prepared and delivered to Purchaser hereunder (and if any such written report is delivered by Seller to Purchaser on or after the date that is five (5) Business Days before the Purchaser Comment Deadline, then the Purchaser Comment Deadline will be automatically extended for five (5) Business Days). If Purchaser does not deliver such report to Seller on or before the Purchaser Comment Deadline, Purchaser shall be deemed to have agreed with Seller’s Final Settlement Statement, and such Final Settlement Statement shall become final and binding upon the Parties. (c) The Parties shall undertake to agree on the final statement Final Settlement Statement of the Adjusted Purchase Price no later than 195 ninety (90) days after the Closing Datedelivery to Purchaser of Seller’s initial Final Settlement Statement. In the event that the Parties cannot reach agreement on the final Purchase Price within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to to, the DenverHouston, Colorado Texas office of KPMG LLP, or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. If Xxxxxxxxx and Seller have not agreed upon a mutually acceptable alternate Person to serve as Accounting Arbitrator within ten (10) Business Days of receiving notice of KPMG LLP’s unavailability, Seller shall, within ten (10) Business Days after the end of such initial ten (10) Business Day period, formally apply to the Houston, Texas office of the American Arbitration Association to choose the Accounting Arbitrator. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverHouston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.48.4(c). The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of Article 2 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section 8.4(c)) or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its their own legal and accounting fees and other costs of presenting its casecase to the Accounting Arbitrator. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-day review period Purchaser Comment Deadline without delivery by Purchaser to Seller of any written report with respect to the Final Settlement Statement under Section 8.4(b) or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed mattersAccounting Arbitrator, as applicable, finally determine the Purchase Price, (Ax) Purchaser shall pay to Seller in cash the amount by which the Adjusted Purchase Price (less the Deposit (together with all earnings, interest and income thereon), and the Defect Escrow Amount (if applicable)) exceeds the Closing Payment or (By) Seller shall pay to Purchaser in cash the amount by which the Closing Payment exceeds the Adjusted final Purchase PricePrice (less the Deposit (together with all earnings, interest and income thereon), and the Defect Escrow Amount (if applicable)), as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (cd) Purchaser shall use commercially reasonable efforts to assist Seller in the preparation of the final statement of the Adjusted Purchase Price Final Settlement Statement under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be reasonably requested by Seller to facilitate such process post-ClosingClosing (but in no event shall Purchaser be obligated to pay or incur any funds in connection with providing such assistance). (de) All cash payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated a bank account as may be specified by SellerSeller in writing. All cash payments made or to be made hereunder to Purchaser shall be by electronic transfer or of immediately available funds to a bank and account specified by Purchaser in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller Parent shall prepare and deliver to Purchaser, using and based upon Buyer: Parent’s estimate of the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect as adjusted pursuant to all adjustments to Section 2.4 substantially in the Unadjusted Purchase Price form of the Illustrative Closing Statement set forth in Section 3.4on Exhibit D (together with supporting documentation reasonably necessary for Buyer to verify such estimate, the “Closing Notice”). Within Buyer shall have two (2) Business Days after its from receipt thereof to review the Closing Notice. On the day following expiration of such statementtwo (2) Business Day review period, Purchaser Buyer shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). (b) Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall deliver to Seller Parent a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller Buyer proposes to be made to the Closing Notice which Parent shall consider in good faith. Parent and Buyer shall agree with respect to any such statement changes to the Closing Notice no later than two (2) Business Days prior to the Closing; provided, however, if Parent and Buyer are unable to agree, then, subject to Section 2.5(b), Parent’s determination shall be used for purposes of the payment to be made at the Closing (the Closing Notice as a result of additional information received so updated, the “Closing Statement”). The estimated Purchase Price as set forth in the Closing Statement shall constitute the “Closing Payment”. (b) As soon as reasonably practicable after the statement was preparedClosing but not later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Parent the following (the “Post-Closing Statement”): (i) the Closing Date Financial Statements (together with supporting documentation reasonably necessary for Parent to verify such financial statements) and (ii) Buyer’s calculation of the Purchase Price as adjusted pursuant to Section 2.4 substantially in the form of the Illustrative Closing Statement set forth on Exhibit D (the “Final Purchase Price”). As soon as reasonably practicable but not later than sixty (60) days following receipt of the Post-Closing Statement, Parent shall deliver to Buyer a written report (an “Adjustment Notice”) containing any changes Parent proposes be made in such statement. Parent shall be deemed to have accepted and agreed to all items in the Post-Closing Statement other than such matters that are proposed to be changed in the Adjustment Notice. The Parties shall undertake to agree on the final statement of the Adjusted Final Purchase Price no later than 195 thirty (30) days after delivery of any Adjustment Notice. (i) If the Final Purchase Price is: (1) mutually agreed upon in writing by Parent and Buyer during such thirty (30) day period (or such longer period as mutually agreed by Parent and Buyer), the Final Purchase Price as so agreed shall be conclusive and binding on the Parties; or (2) not mutually agreed upon by Parent and Buyer during such thirty (30) day period (or such longer period as mutually agreed by Parent and Buyer), then Deloitte & Touche LLP (the “Dispute Auditor”) shall resolve such objections contained in the Adjustment Notice that remain in dispute (the “Dispute Items”). Should Deloitte & Touche LLP fail or refuse to agree to serve as Dispute Auditor within ten (10) days after written request from any Party to serve, and the Parties fail to agree in writing on a replacement Dispute Auditor within five (5) days after the Closing Date. In end of that ten (10) day period, or should no replacement Dispute Auditor agree to serve within fifteen (15) days after the event that original written request pursuant to this sentence, the Parties cannot reach agreement within such period of time, either Party may refer Dispute Auditor shall be appointed by the remaining matters in dispute to the Denver, Colorado New York office of a mutually-agreed upon accounting firm for review and final determination by arbitration. The accounting firm shall conduct the arbitration proceedings in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In connection with the engagement of the Dispute Auditor, Parent and Buyer shall execute such engagement, indemnity and other agreements as the Dispute Auditor shall require as a condition to such engagement. The Dispute Auditor shall determine the Dispute Items and the resulting Final Purchase Price as promptly as reasonably practicable after the Dispute Items are submitted to it, but in any event within thirty (30) days after the Dispute Items are submitted to it. If any Dispute Items are submitted to the extent Dispute Auditor for resolution, (A) Buyer and Parent shall furnish to the Dispute Auditor such workpapers and other documents and information relating to such objections as the Dispute Auditor may request and are reasonably available to that such rules do not conflict with Party (or its independent public accountants or other representatives) and will be afforded the terms of this Section 8.4. The accounting firm’s opportunity to present to the Dispute Auditor any material relating to the determination shall be made within 30 days after submission of the matters in dispute and to discuss such determination with the Dispute Auditor, (B) the Dispute Auditor shall be final not assign a value to any item in dispute that is greater than the greatest value for such item claimed by Parent (in the Adjustment Notice) or Buyer (in the Post-Closing Statement) or less than the smallest value for such item claimed by Parent (in the Adjustment Notice) or Buyer (in the Post-Closing Statement), (C) the determination by the Dispute Auditor of the Dispute Items and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted resulting Final Purchase Price, as set forth in a written notice delivered to Buyer and Parent by the accounting firm Dispute Auditor, shall not increase be made in accordance with this Agreement and, absent manifest error, shall be binding and conclusive on the Unadjusted Purchase Price more than Parties and (D) the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Dispute Auditor shall act as an expert for and not an arbitrator, and shall resolve only the limited purpose of determining the specific disputed matters submitted by the Parties Dispute Items. Buyer and may not award damages or penalties to the Parties with respect to any matter. The Parties Parent shall each bear its their own legal fees and other costs of presenting its case. Seller shall bear one-half in connection with any such objection and Purchaser shall bear one-half of the costs fees and expenses of the accounting firmDispute Auditor shall be paid by the Parties in inverse proportion to the relative success of their claims. Within ten days after Notwithstanding anything in this Agreement to the earlier contrary, the Dispute Auditor and procedures set forth herein shall be the sole method for resolving any disputes regarding the calculation of (i) the expiration Final Purchase Price and the provisions of Purchaser’s 60-day review period without delivery of any written report or this Section 2.5. (ii) Following the date on which final determination of the Parties finally determine the Adjusted Final Purchase Price or pursuant to Section 2.5(b): A. if the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser shall pay to Seller the amount by which the Adjusted Final Purchase Price exceeds is less than the Closing Payment Payment, then an amount equal to such difference shall be paid by, or (B) Seller shall pay caused to Purchaser be paid by, Parent to Buyer; or B. if the amount by which Final Purchase Price is greater than the Closing Payment exceeds the Adjusted Purchase PricePayment, as applicablethen an amount equal to such difference shall be paid by Buyer to Parent. Any post-closing payment amounts payable pursuant to this Section 8.4(b2.5(b) shall bear interest from the Closing Date to be paid within five (5) Business Days of the date of payment at the Prime Rate. (c) Purchaser shall assist Seller such amounts are finally determined in the preparation of the final statement of the Adjusted Purchase Price under accordance with this Section 8.4(b2.5(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic wire transfer of immediately available funds to the accounts account designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser the receiving party in writing at least two (2) Business Days before such payment is due. (c) Parent and Seller shall assist Buyer in preparation of the Post-Closing Statement (including with respect to the components of the Final Purchase Price) and the Closing Date Financial Statements under Section 2.5(b) by providing reasonable access to Buyer and its representatives to the Seller’s and its Affiliates’ work papers relating thereto and relating to Parent’s preparation and calculation of the Closing Statement and the estimated Purchase Price. In addition, Parent and the Seller Parties shall promptly, and in any event within such time frame as reasonably required by Buyer, make available during normal business hours the individuals in its and its Subsidiaries’ employ responsible for and knowledgeable about the information referred to in the preceding sentence to respond to the reasonable inquiries of, or reasonable requests for information by, Buyer or its representatives.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five ten (10) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price adjustments set forth in Section 3.4. Within two Business Days after its receipt of such statement2.2, as well as the bank name, account number and routing information for the account into which Seller desires Purchaser shall submit deposit the payment to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and be made by Purchaser shall use commercially reasonable efforts at Closing pursuant to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b7.3(a). The estimate set forth delivered in the final preliminary settlement statement accordance with this Section 7.4(a) shall constitute the U.S. Dollar dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). (b) Seller As soon as reasonably practicable after Closing but not later than the sixtieth (60th) day following the Closing Date, Purchaser shall prepare and deliver to Purchaser Seller a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller Purchaser shall, at PurchaserSeller’s request, supply reasonable documentation available to support evidence any creditIntragroup Advances and Intragroup Receipts. Seller agrees to permit Purchaser and its representatives, chargeduring normal business hours, to have reasonable access to, and to examine and make copies of all books and records necessary to prepare the Adjusted Purchase Price. As soon as reasonably practicable, but not later than the thirtieth (30th) day following receipt or other item included in such statement. Purchaser of Purchaser’s statement hereunder, Seller shall deliver to Seller Purchaser a written report containing any changes that Purchaser Seller proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was preparedstatement. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 one hundred twenty (120) days after the Closing Date. In the event that the Parties cannot reach agreement within such period of time, either any Party may refer the remaining matters in dispute for resolution to the Denver, Colorado office of a mutually-agreed upon an independent accounting firm for review and final determination mutually agreed to by arbitrationthe Parties (the “Independent Auditors”). The accounting firm shall conduct the arbitration proceedings in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.4. The accounting firm’s Independent Auditors’ determination shall be made within 30 thirty (30) days after submission of the matters in dispute dispute, shall be set forth in a written report delivered to the Parties and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Independent Auditors shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Independent Auditors shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties any Party with respect to any matter. The Parties Each Party shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half (½) of the costs and expenses of the Independent Auditors, and Purchaser shall bear one-half (½) of the costs and expenses of the accounting firmIndependent Auditors. Within ten days (10) Business Days after the earlier of (i) the expiration of PurchaserSeller’s 60-thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed mattersIndependent Auditors, as applicable, finally determines the Adjusted Purchase Price, (Ax) Purchaser shall pay to Seller (to Seller’s account as delivered to Purchaser pursuant to Section 7.4(a)) the amount by which the Adjusted Purchase Price exceeds the Closing Payment Payment, or (By) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-closing payment pursuant to this Section 8.4(b) 7.4 shall bear interest from the Closing Date to the date of payment at the Prime Agreed Interest Rate. (c) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information reasonably available to Seller, a preliminary settlement statement estimating setting forth (i) Seller’s good faith estimate of the initial Adjusted Purchase Price for the Assets after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.42.3 and (ii) wiring instructions for the Closing Payment. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and supply to Purchaser reasonable documentation in the possession of Seller or its Affiliates reasonably necessary to support the items for which adjustments are proposed changes or made in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before delivered by Seller, and a brief explanation of any such adjustments and the reasons therefor. For a period of two (2) Business Days after receipt from Seller of its preliminary settlement statement, Purchaser will have the right, but not the obligation to review and discuss the preliminary settlement statement and deliver to Seller a written report containing any proposed changes to the preliminary settlement statement, if any, together with a brief explanation of such changes. The preliminary settlement statement, as agreed by the Parties, will be used to adjust the Purchase Price at Closing; , provided, to however, that if the extent such objections are Parties cannot so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other agree on all adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement prior to the Closing, then any such unagreed adjustments as set forth in the preliminary settlement statement presented by Seller will be used to adjust the Purchase Price at Closing provided, further, that amounts in the preliminary settlement statement with respect to Title Defect Amounts, Environmental Defect Amounts and Title Benefit Amounts shall be determined in accordance with Article 3. The estimate determined in accordance with this Section 8.4(a), less the Deposit and the Defect Escrow Amount as determined pursuant to Section 3.8(e) (if any), shall constitute the U.S. Dollar dollar amount to be paid payable by Purchaser to Seller at the Closing (the “Closing Payment”). (b) As soon as reasonably practicable after the Closing but not later than the ninetieth (90th) day following the Closing Date, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment under Section 2.3, based on the most recent actual figures available for each adjustment. Seller shall supply to Purchaser reasonable documentation in the possession of Seller or its Affiliates reasonably necessary to support the items for which adjustments are proposed or made in the settlement statement delivered by Seller, basedand a brief explanation of any such adjustments and the reasons therefor. As soon as reasonably practicable, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no but not later than the 90th thirtieth (30th) day following the Closing Date. Seller shallreceipt of such statement from Seller, at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall may deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than such statement, which shall include reasonable documentation in the 60th day following Purchaser’s receipt thereofpossession of Purchaser or its Affiliates reasonably necessary to support the proposed changes. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. If Purchaser does not deliver such report to Seller on or before the end of such thirty (30) day period, Purchaser shall be deemed to have agreed with Seller’s statement, and such statement shall become final and binding upon the Parties, without limiting payments made pursuant to Sections 9.1(c) or Purchaser’s right to indemnity under Section 11.2(b)(i) with respect to clause (c) of the definition of Retained Obligations. (c) The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 forty-five (45) days after the Closing Datedelivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, either Party may propose to the other Party that the Parties refer the remaining matters items of adjustment which are in dispute to the DenverHouston, Colorado Texas office of a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitrationarbitration and thereafter the Parties shall promptly submit such items of adjustment which are in dispute to the Accounting Arbitrator. If Purchaser and Seller have not agreed upon a mutually acceptable Person to serve as the Accounting Arbitrator within ten (10) Business Days of a Party proposing that the disputed items of adjustment be referred to the Accounting Arbitrator, the Parties shall, within ten (10) Business Days after the end of such initial ten (10) Business Day period, formally apply to the Houston, Texas office of the American Arbitration Association (or in the event that there is no such office in Houston, Texas at such time, to any other office of the American Arbitration Association) to choose the Accounting Arbitrator. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverHouston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.48.4(c). The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal, without limiting payments made pursuant to Sections 9.1(c) or Purchaser’s right to indemnity under Section 11.2(b)(i) with respect to clause (c) of the definition of Retained Obligations. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of Article 2 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section 8.4(c)) or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its their own legal and accounting fees and other costs of presenting its casecase to the Accounting Arbitrator. Seller shall bear one-half one‑half and Purchaser shall bear one-half one‑half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed matters, as applicablePrice, (Ax) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price (less the Deposit and the Defect Escrow Amount) exceeds the Closing Payment or (By) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase PricePrice (less the Deposit and the Defect Escrow Amount), as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (cd) Purchaser shall use reasonable efforts to assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be reasonably requested by Seller to facilitate such process post-Closing. (de) All payments made or to be made under this Agreement to Seller a Party shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account as may be specified by Purchaser such Party in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not As soon as reasonably practicable after the Closing but not later than five Business Days prior to the Closing Date, Seller shall prepare later of (i) the one hundred and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using eightieth (180th) day following the Closing Date and (ii) the date on which the Parties or the Title Arbitrator or Environmental Arbitrator, as applicable, finally determines all Title Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase priceAmounts and Environmental Defect Amounts under Sections 3.3 and 4.5 respectively, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). (b) Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted adjustments to the Purchase Price and showing the calculation of each adjustment under Section 2.3, based on the most recent actual figures for each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, supply make reasonable documentation available to support any creditthe final figures. As soon as reasonably practicable, chargebut not later than the thirtieth (30th) day following receipt of Seller’s statement hereunder, receipt or other item included in such statement. Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereofsuch statement. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the final statement of adjustments to the Adjusted Purchase Price no later than 195 ninety (90) days after the Closing Datedelivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to the Denver, Colorado Dallas office of Gxxxx Xxxxxxxx, or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverDallas, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.4Section. The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of Section 2.3 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section), or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-thirty (30) day review period without delivery of any written report report, or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Adjusted Purchase Price or Price, the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser Parties shall pay to Seller adjust the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (B) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Priceof Haynesville Carry and/or Marcellus Carry, as applicable. Any post-closing Closing payment pursuant to this Section 8.4(b) 8.4 shall bear interest from the Closing Date to the date of payment at the Prime Agreed Rate. (ci) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted adjustment to the Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (dj) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to Seller, at the accounts designated bank account heretofore specified in writing, for the credit of Seller, or to such other bank and account as may be specified by SellerSeller in writing. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller, for the credit of Purchaser.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price for the Assets after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.42.3. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the Such preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved shall be accompanied by mutual agreement of Seller and Purchaser supporting documentation. Until one (1) Business Day prior to the Closing Date, Purchaser shall have the Closing opportunity to review and discuss the preliminary settlement statement with Seller, provided, however, Seller shall proceed using not be required to make any changes thereto to which Seller does not agree (provided, that the Closing Date Defect Adjustment but otherwise using Sellerforegoing shall not limit Purchaser’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in rights under Section 8.4(b) and (c)). The estimate set forth delivered in accordance with this Section 8.4(a), less the final preliminary settlement statement Deposit and the Defect Escrow Amount as determined pursuant to Section 3.8(e), shall constitute the U.S. Dollar dollar amount to be paid payable by Purchaser to Seller at the Closing (the “Closing Payment”). (b) As soon as reasonably practicable after the Closing but not later than the ninetieth (90th) day following the Closing Date, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment under Section 2.3, based on the most recent actual figures available for each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, supply make such reasonable documentation as is in Seller’s possession available to support any creditthe final figures. As soon as reasonably practicable, chargebut not later than the thirtieth (30th) day following receipt of such statement from Seller, receipt or other item included in such statement. Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereofsuch statement. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. If Purchaser does not deliver such report to Seller on or before the end of such thirty (30) day period, Purchaser shall be deemed to have agreed with Seller’s statement, and such statement shall become final and binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 forty-five (45) days after the Closing Datedelivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to to, the DenverHouston, Colorado Texas office of BDO USA, LLP, or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. If Purchaser and Seller have not agreed upon a mutually acceptable alternate Person to serve as Accounting Arbitrator within ten (10) Business Days of receiving notice of BDO USA, LLP’s unavailability, Seller shall, within ten (10) Business Days after the end of such initial ten (10) Business Day period, formally apply to the Houston, Texas office of the American Arbitration Association to choose the Accounting Arbitrator. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverHouston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.48.4(c). The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of Article 2 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section 8.4(c)) or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its their own legal and accounting fees and other costs of presenting its casecase to the Accounting Arbitrator. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed matters, as applicablePrice, (Ax) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price (less the Deposit) exceeds the Closing Payment or (By) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase PricePrice (less the Deposit), as applicable. Any post-closing Closing payment pursuant to this Section 8.4(b) 8.4 shall bear interest from the Closing Date to the date of payment at the Prime RateAgreed Rate (without duplication of interest at the Agreed Rate paid under any other provision of this Agreement). (cd) Purchaser shall use reasonable efforts to assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be reasonably requested by Seller to facilitate such process post-Closing. (de) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated a bank account as may be specified by SellerSeller in writing. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five four (4) Business Days prior to the Target Closing Date, Seller shall in good faith prepare and deliver to Purchaser, using and based upon the best information available to Seller, a draft preliminary settlement statement estimating (the initial Adjusted “Preliminary Settlement Statement”) setting forth Seller’s good faith estimate of the (i) adjusted Purchase Price for the Assets as of the Closing Date, in each case, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt 2.3, and (ii) the amount of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding (A) the preliminary settlement statement before Purchase Price less (B) (1) the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation amount of the other components of Deposit (together with all earnings, interest and income thereon), and (2) the purchase priceDefect Escrow Amount (if applicable), adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement which shall constitute the U.S. Dollar dollar amount to be paid payable by Purchaser to Seller at the Closing (the “Closing Payment”). Seller shall supply to Purchaser reasonable documentation in the possession or control of Seller and its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Seller and a reasonably detailed explanation of any such adjustments and the reasons therefor. Within three (3) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser may deliver to Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Seller (with any amendments or modifications thereto that were so agreed between the Parties) will be used to adjust the Unadjusted Purchase Price at Closing. For purposes of clarity, Purchaser’s failure to propose any changes to the Preliminary Settlement Statement and/or Purchaser’s agreement to all or any portion of the Preliminary Settlement Statement proposed by Seller shall not, and shall not be deemed or construed to, prejudice any of Purchaser’s rights hereunder (including, for purposes of clarity, Purchaser’s right to dispute any adjustment or amount set forth in the Preliminary Settlement Statement in connection with the final calculation and determination of the Purchase Price pursuant to Section 8.4(b) and/or Section 8.4(c), as applicable). (b) As soon as reasonably practicable after the Closing but not later than the ninetieth (90th) day following the Closing Date, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the Adjusted Purchase Price (the “Final Settlement Statement”) and showing the calculation of each adjustment under Section 2.3, based on the most recent actual figures available for each adjustment. Seller shall make such reasonable documentation as is in Seller’s or any of its Affiliates’ possession or control available to support the final figures set forth in the Final Settlement Statement. As soon as reasonably practicable, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no but not later than the 90th thirtieth (30th) day following receipt of such Final Settlement Statement from Seller (as such time period may be extended as described below, the Closing Date. Seller shall“Purchaser Comment Deadline”), at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall may deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereofsuch Final Settlement Statement. Seller may deliver a written report to Purchaser during this same period on or prior to the Purchaser Comment Deadline reflecting any changes that Seller proposes to be made to such statement the Final Settlement Statement as a result of additional information received after the statement Final Settlement Statement was preparedfirst prepared and delivered to Purchaser hereunder (and if any such written report is delivered by Seller to Purchaser on or after the date that is five (5) Business Days before the Purchaser Comment Deadline, then the Purchaser Comment Deadline will be automatically extended for five (5) Business Days). If Purchaser does not deliver such report to Seller on or before the Purchaser Comment Deadline, Purchaser shall be deemed to have agreed with Seller’s Final Settlement Statement, and such Final Settlement Statement shall become final and binding upon the Parties. (c) The Parties shall undertake to agree on the final statement Final Settlement Statement of the Adjusted Purchase Price no later than 195 ninety (90) days after the Closing Datedelivery to Purchaser of Seller’s initial Final Settlement Statement. In the event that the Parties cannot reach agreement on the final Purchase Price within such period of time, either any Party may refer the remaining matters items of adjustment which are in dispute to to, the DenverHouston, Colorado Texas office of KPMG, or, if such firm is not able or willing to serve, a mutuallynationally-agreed upon recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. If Purchaser and Seller have not agreed upon a mutually acceptable alternate Person to serve as Accounting Arbitrator within ten (10) Business Days of receiving notice of KPMG’s unavailability, Seller shall, within ten (10) Business Days after the end of such initial ten (10) Business Day period, formally apply to the Houston, Texas office of the American Arbitration Association to choose the Accounting Arbitrator. The accounting firm Accounting Arbitrator shall conduct the arbitration proceedings in DenverHouston, Colorado Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.48.4(c). The accounting firmAccounting Arbitrator’s determination shall be made within 30 forty-five (45) days after submission of the matters in dispute and shall be final and binding on both all Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm Accounting Arbitrator shall be bound by the terms of Article 2 and may not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters aspects of Purchase Price adjustments submitted by the Parties any Party and may not award damages damages, interest (except as expressly provided for in this Section 8.4(c)) or penalties to the Parties any Party with respect to any matter. The Parties Seller and Purchaser shall each bear its their own legal and accounting fees and other costs of presenting its casecase to the Accounting Arbitrator. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firmAccounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Purchaser’s 60-day review period Purchaser Comment Deadline without delivery by Purchaser to Seller of any written report with respect to the Final Settlement Statement under Section 8.4(b) or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed mattersAccounting Arbitrator, as applicable, finally determine the Purchase Price, (Ax) Purchaser shall pay to Seller in cash the amount by which the Adjusted Purchase Price (less the Deposit (together with all earnings, interest and income thereon), and the Defect Escrow Amount (if applicable)) exceeds the Closing Payment or (By) Seller shall pay to Purchaser in cash the amount by which the Closing Payment exceeds the Adjusted final Purchase PricePrice (less the Deposit (together with all earnings, interest and income thereon), and the Defect Escrow Amount (if applicable)), as applicable. Any post-closing payment amounts paid by or to Purchaser pursuant to this Section 8.4(b8.4(c) shall bear interest from the Closing Date be paid to the date of payment at the Prime Rateor by VTLE and NOG in accordance with their respective Purchaser Pro Rata Shares. (cd) Purchaser shall use commercially reasonable efforts to assist Seller in the preparation of the final statement of the Adjusted Purchase Price Final Settlement Statement under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be reasonably requested by Seller to facilitate such process post-ClosingClosing (but in no event shall Purchaser be obligated to pay or incur any funds in connection with providing such assistance). (de) All cash payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated a bank account as may be specified by SellerSeller in writing. All cash payments made or to be made hereunder to Purchaser shall be by electronic transfer or of immediately available funds to a bank and account specified by Purchaser in writing to Sellerwriting.

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). (b) Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 180 days after the Closing Date. In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to the Denver, Colorado office of a mutually-agreed upon accounting firm for review and final determination by arbitration. The accounting firm shall conduct the arbitration proceedings in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.4. The accounting firm’s determination shall be made within 30 days after submission of the matters in dispute and shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. The Parties shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firm. Within ten days after the earlier of (i) the expiration of Purchaser’s 60-day review period without delivery of any written report or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (B) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (c) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.or

Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”). (b) Seller shall prepare and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items before and after the Effective Time no later than the 90th day following the Closing Date. Seller shall, at Purchaser’s request, supply reasonable documentation available to support any credit, charge, receipt or other item included in such statement. Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to Seller’s statement no later than the 60th day following Purchaser’s receipt thereof. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than 195 180 days after the Closing Date. In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to the Denver, Colorado office of a mutually-agreed upon accounting firm for review and final determination by arbitration. The accounting firm shall conduct the arbitration proceedings in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 8.4. The accounting firm’s determination shall be made within 30 days after submission of the matters in dispute and shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Unadjusted Purchase Price, the accounting firm shall not increase the Unadjusted Purchase Price more than the increase proposed by Seller nor decrease the Unadjusted Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. The Parties shall each bear its own legal fees and other costs of presenting its case. Seller shall bear one-half and Purchaser shall bear one-half of the costs and expenses of the accounting firm. Within ten days after the earlier of (i) the expiration of Purchaser’s 60-day review period without delivery of any written report or (ii) the date on which the Parties finally determine the Adjusted Purchase Price or the accounting firm finally determines the disputed matters, as applicable, (A) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (B) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-closing payment pursuant to this Section 8.4(b) shall bear interest from the Closing Date to the date of payment at the Prime Rate. (c) Purchaser shall assist Seller in the preparation of the final statement of the Adjusted Purchase Price under Section 8.4(b) by furnishing invoices, receipts, reasonable access to personnel, and such other assistance as may be requested by Seller to facilitate such process post-Closing. (d) All payments made or to be made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to the accounts designated by Seller. All payments made or to be made hereunder to Purchaser shall be by electronic transfer or immediately available funds to a bank and account specified by Purchaser in writing to Seller.