Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. Effective upon the determination of the Post-Closing Statement pursuant to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase Price”): (i) upwards dollar-for-dollar, if (A) the Final Net Working Capital is greater than the upper limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. Effective upon the No later than five days after a binding determination of Final Working Capital and Final Closing Cash has been made in accordance with Section 2.5: (a) The parties shall make the Post-Closing Statement pursuant applicable payment specified below with respect to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase Price”):Net Working Capital: (i) upwards dollar-for-dollar, if (A) the If Final Net Working Capital is greater than Estimated Working Capital, the upper limit of the Target Net Working Capital Range, Parent shall make a payment equal to such excess in immediately available funds to such account or accounts as is designated in writing by the amount by which Final Net Holder Representative. (ii) If Estimated Working Capital is greater than Final Working Capital, each Holder shall make a payment in an amount equal to (x) such excess multiplied by (y) such Holder’s Sharing Ratio, in immediately available funds to such account or accounts as is designated in writing by the upper limit of Target Net Working Capital Range; provided thatParent. (b) The parties shall make the applicable payment specified below with respect to Closing Cash: (i) If Final Closing Cash is greater than Estimated Closing Cash, for the avoidance of doubtParent shall make a payment equal to such excess in immediately available funds to such account or accounts as is designated in writing by the Holder Representative. (ii) If Estimated Closing Cash is greater than Final Closing Cash, if each Holder shall make a payment in an amount equal to (x) such excess multiplied by (y) such Holder’s Sharing Ratio, in immediately available funds to such account or accounts as is designated in writing by the Final Net Working Capital falls within Parent. (c) In satisfying the Target Net Working Capital Rangepayments as described above in paragraphs (a) and (b) above, then no adjustment to the Estimated Purchase Price all amounts due and owing shall be netted so that only one aggregate payment is made pursuant to this Section 1.03(d)(i)(A); (B) 2.4, which is referred to herein as the “Final Adjustment Amount.” If Final Working Capital equals Estimated Working Capital and Final Closing Date Indebtedness is less than the Cash equals Estimated Closing Date IndebtednessCash, by the amount of such shortfall; (C) the no Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excessAdjustment Amount will be paid. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. Effective upon (a) As promptly as practicable after the determination Closing, but in any event within seventy-five (75) days after the Closing Date, Purchaser will prepare and deliver to Seller Parent a statement (the “Post-Closing Statement”) setting forth Purchaser’s calculation of (i) Net Working Capital, (ii)(A) the amount (if any) by which Net Working Capital is greater than Target Net Working Capital (the “Net Working Capital Surplus” or (B) the amount (if any) by which Net Working Capital is less than Target Net Working Capital (the “Net Working Capital Deficiency”) (such amount in subsections (ii)(A) or (ii)(B), the “NWC Adjustment”), (iii)(A) the amount (if any) by which Indebtedness of the Acquired Companies at Closing is greater than Estimated Indebtedness or (B) the amount (if any) by which Indebtedness of the Acquired Companies at Closing is less than Estimated Indebtedness (such amount in subsections (iii)(A) or (iii)(B), the “Indebtedness Adjustment”), (iv)(A) the amount (if any) by which Cash held by the Acquired Companies at Closing is greater than Estimated Cash or (B) the amount (if any) by which Cash held by the Acquired Companies at Closing is less than Estimated Cash (such amount in subsections (iv)(A) or (iv)(B), the “Cash Adjustment”) and (v) based on such calculations, Purchaser’s calculation of any adjustment to the Estimated Closing Payment to arrive at the Final Closing Payment (the “Post-Closing Adjustment”) and the Purchase Price. (b) Seller Parent may, within thirty (30) days after delivery of the Post-Closing Statement pursuant to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase PriceSeller Notice Period”): ), deliver a notice to Purchaser (i) upwards dollardisagreeing with the calculations in the Post-forClosing Statement and setting forth Seller Parent’s calculation of the Net Working Capital, the NWC Adjustment, the Indebtedness Adjustment, the Cash Adjustment, the Purchase Price and any Post-dollarClosing Adjustment or (ii) describing the failure of Purchaser to comply with its obligations under Section 1.3(a) which has resulted in Seller Parent’s inability to determine its agreement or disagreement with the Post-Closing Statement (each such notice in (i) or (ii), ifa “Notice of Disagreement”). If Seller Parent does not deliver a Notice of Disagreement within the Seller Notice Period, then Seller Parent will be deemed to have agreed to the Post-Closing Statement and the computation of the Purchase Price and Post-Closing Adjustment set forth therein will be final, conclusive and binding on the parties for all purposes hereunder. If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Seller Parent shall be deemed to have agreed with all amounts and items contained or reflected in the Post-Closing Statement to the extent such amounts or items are not disputed in the Notice of Disagreement and all such undisputed amounts will be final, conclusive and binding on the parties for purposes of this Section 1.3. (c) If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, Purchaser and Seller Parent, during the thirty (30) days following such delivery, will use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the final Purchase Price and Post-Closing Adjustment. If the parties so resolve all disputes, the computation of the Purchase Price and Post-Closing Adjustment agreed upon by the parties will be final, conclusive and binding on the parties for purposes of this Section 1.3. (d) If Seller Parent delivers a Notice of Disagreement within the Seller Notice Period, and Purchaser and Seller Parent are unable to reach an agreement on the disputed items or amounts within the thirty (30)-day period described in Section 1.3(c), the parties will engage an independent accountant to be agreed upon by Purchaser and Seller Parent (the “Independent Accountant”), to review this Agreement and the disputed items or amounts for the purpose of calculating the final Purchase Price and Post-Closing Adjustment (it being understood that, in making such calculation, the Independent Accountant will function as an expert and not as an arbitrator). In making its calculation of the final Purchase Price and Post-Closing Adjustment, the Independent Accountant (A) will apply the accounting and related standards contemplated by the definitions in this Agreement, including the definitions of “Net Working Capital,” “NWC Adjustment”, “Indebtedness Adjustment” and “Cash Adjustment,” (B) will consider only those items or amounts in the Post-Closing Statement as to which Seller Parent identifies in the Notice of Disagreement and any amounts that are directly impacted thereby and (C) will not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser or Seller Parent or less than the smallest value for such item assigned by Purchaser or Seller Parent. The Independent Accountant will deliver to Purchaser and Seller Parent, as promptly as practicable (but in any event within forty-five (45) days after the date of engagement of the Independent Accountant), a report setting forth its calculation of the final Purchase Price and Post-Closing Adjustment. The Independent Accountant’s calculation of the final Purchase Price and Post-Closing Adjustment will be final, conclusive and binding on the parties for all purposes hereunder. The fees, costs, and expenses of the Independent Accountant’s review and report will be allocated to and borne (i) by Purchaser if the difference between the Final Net Working Capital Post-Closing Adjustment and the calculation of the Post-Closing Adjustment set forth in the Post-Closing Statement is greater than the upper limit difference between the Final Post-Closing Adjustment and the calculation of the Target Net Working Capital RangePost-Closing Adjustment set forth in the Notice of Disagreement, (ii) by Seller Parent if the amount first such difference is less than the second such difference and (iii) otherwise equally by which Purchaser and Seller Parent. (e) The Final Net Working Capital Closing Payment determined in accordance with Section 1.3(b), (c) and (d) shall be final, conclusive and binding for purposes of this Section 1.3. The Post-Closing Adjustment determined in accordance with Section 1.3(b), (c) and (d) (the “Final Post-Closing Adjustment”) shall be final, conclusive and binding for purposes of this Section 1.3. (f) If the Final Closing Payment is greater than the upper limit Estimated Closing Payment, Purchaser will promptly, and in no event later than three (3) Business Days after determination of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness Payment and the Final Post-Closing Adjustment in accordance with this Section 1.3, pay to Seller Parent (or such Seller Parent Subsidiaries designated by Seller Parent) an amount equal to the Final Post-Closing Adjustment, by wire transfer of immediately available funds to the Seller Accounts. (g) If the Final Closing Payment is less than the Estimated Closing Date IndebtednessPayment, by the amount Seller Parent will promptly, and in no event later than three (3) Business Days after determination of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash Payment and Cash Equivalents exceeds the Estimated Final Post-Closing Date Cash and Cash EquivalentsAdjustment in accordance with this Section 1.3, pay (or cause to be paid) to Purchaser an amount equal to the Final Post-Closing Adjustment, by the amount wire transfer of such excessimmediately available funds to an account specified by Purchaser. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement Item”): (i) Cash (as finally determined pursuant to this Section 1.03(b2.4, “Final Cash”), (ii) aboveWorking Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjustedfinally determined pursuant to this Section 2.4, the “Final Purchase Price”):). (b) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Mxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Bxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Bxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Bxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) upwards dollar-for-dollarwill be bound by the provisions of this Section 2.4 and (ii) absent manifest error, if (A) the Final Net Working Capital is may not assign a value to any disputed Closing Item greater than the upper limit greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Target Net Working Capital RangeParties with respect to the subject matter of any such dispute so resolved; provided, by that Buyer and Cannabist shall provide a copy of such agreement to the amount by which Final Net Working Capital is greater than Valuation Firm and shall instruct the upper limit of Target Net Working Capital Range; provided thatValuation Firm not to resolve such dispute, for the avoidance of doubt, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of the Final Purchase Price, the Buyer shall be pay to each Member such Member’s Pro Rata Share of such Excess Amount by wire transfer of immediately available funds to the account designated in writing by the applicable Member. (d) If the Final Purchase Price is less than the Estimated Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Members shall, jointly and severally, pay to the Buyer such Shortfall Amount by wire transfer of immediately available funds to the account designated in writing by the Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of interest due and owing and then in the order of maturities. (e) Any payments made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no 2.4 shall be treated as an adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costsparties for Tax purposes, unless otherwise required by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfallapplicable Law.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement Item”): (i) Cash (as finally determined pursuant to this Section 1.03(b2.4, “Final Cash”), (ii) aboveWorking Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjustedfinally determined pursuant to this Section 2.4, the “Final Purchase Price”):). (b) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Xxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Xxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Xxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Xxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) upwards dollar-for-dollarwill be bound by the provisions of this Section 2.4 and (ii) absent manifest error, if (A) the Final Net Working Capital is may not assign a value to any disputed Closing Item greater than the upper limit greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Target Net Working Capital RangeParties with respect to the subject matter of any such dispute so resolved; provided, by that Buyer and Cannabist shall provide a copy of such agreement to the amount by which Final Net Working Capital is greater than Valuation Firm and shall instruct the upper limit of Target Net Working Capital Range; provided thatValuation Firm not to resolve such dispute, for the avoidance of doubt, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of the Final Purchase Price, the Buyer shall be pay to each Member such Member’s Pro Rata Share of such Excess Amount by wire transfer of immediately available funds to the account designated in writing by the applicable Member. (d) If the Final Purchase Price is less than the Estimated Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Members shall, jointly and severally, pay to the Buyer such Shortfall Amount by wire transfer of immediately available funds to the account designated in writing by the Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of interest due and owing and then in the order of maturities. (e) Any payments made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no 2.4 shall be treated as an adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costsparties for Tax purposes, unless otherwise required by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfallapplicable Law.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement Item”): (i) Cash (as finally determined pursuant to this Section 1.03(b2.4, “Final Cash”), (ii) aboveWorking Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjustedfinally determined pursuant to this Section 2.4, the “Final Purchase Price”):). (b) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Xxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Xxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Member, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Xxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Xxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) upwards dollar-for-dollarwill be bound by the provisions of this Section 2.4 and (ii) absent manifest error, if (A) the Final Net Working Capital is may not assign a value to any disputed Closing Item greater than the upper limit greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Target Net Working Capital RangeParties with respect to the subject matter of any such dispute so resolved; provided, by that Buyer and Cannabist shall provide a copy of such agreement to the amount by which Final Net Working Capital is greater than Valuation Firm and shall instruct the upper limit of Target Net Working Capital Range; provided thatValuation Firm not to resolve such dispute, for the avoidance of doubt, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of the Final Purchase Price, the Buyer shall be made pursuant pay to this Section 1.03(d)(i)(A);the Member such Excess Amount by wire transfer of immediately available funds to the account designated in writing by the Member. (Bd) If the Final Closing Date Indebtedness Purchase Price is less than the Estimated Closing Date IndebtednessPurchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Member shall, jointly and severally, pay to the Buyer such Shortfall Amount by wire transfer of immediately available funds to the account designated in writing by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of such shortfall; and (D) interest due and owing and then in the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount order of such excessmaturities. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. Effective upon Subject to the determination resolution of all disputes, if any, regarding the Post-Closing Statement pursuant to and the Closing Date Balance Sheet in accordance with Section 1.03(b1.6(b) above, the Consideration shall be further adjusted to the extent that the final Net Working Capital Amount as determined in clause “(b)” above is: (i) less than Estimated Purchase Price will be adjusted Net Working Capital Amount minus $100,000 (the “Target Working Capital Minimum”) or (ii) greater than Estimated Net Working Capital Amount plus $100,000 (the “Target Working Capital Maximum” and such adjustment as follows reflected in clauses “(i)” and netted against each other as appropriate “(as adjustedii)”, the “Final Purchase PricePost-Closing Adjustment”): (i) upwards ). If the Net Working Capital Amount is less than the Target Working Capital Minimum, then the Consideration will be decreased on a dollar-for-dollar, if (A) the Final Net Working Capital is greater than the upper limit of the Target Net Working Capital Range, dollar basis by the amount by which Final the Target Working Capital Minimum exceeds the final Net Working Capital Amount (the “Shortfall Post-Closing Adjustment”) and the Escrow Agent shall release the amount of the Shortfall Post-Closing Adjustment to Buyer from the Escrow Funds in satisfaction thereof; provided, however, that notwithstanding the foregoing, to the extent the Shortfall Post-Closing Adjustment exceeds the lesser of (i) $200,000 or (ii) the amount of the remaining Escrow Funds, Seller shall pay such excess amount in cash funds to Buyer within five (5) Business Days after the date on which the Closing Statement and the Closing Date Balance Sheet are determined to be final pursuant to Section 1.6(b) above. If the Net Working Capital Amount is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital RangeMaximum, then no adjustment to the Estimated Purchase Price shall Consideration will be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards increased on a dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, dollar basis by the amount by which Final the final Net Working Capital is less than the lower limit of Amount exceeds the Target Net Working Capital Range; provided thatMaximum (the “Surplus Post-Closing Adjustment”), for and Buyer shall, within five (5) Business Days after the avoidance of doubtdate on which the Closing Statement and the Closing Date Balance Sheet are determined to be final pursuant to Section 1.6(b) above, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment pay cash funds in an amount equal to the Estimated Purchase Price shall be made pursuant Surplus Post-Closing Adjustment to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfallSeller.

Post-Closing Adjustment. Effective upon (a) Promptly following the determination Closing, representatives of Seller and Purchaser shall conduct (or cause to be conducted) a physical count of the Eligible Inventory as of the Closing Date. All Eligible Inventory shall be valued as of immediately following the Closing Date at Seller’s standard costs for such items, in a manner consistent with Seller’s past practices for determining standard costs, as set forth on Schedule 2.3(a). In determining Seller’s standard costs, all finished goods shall be valued at cost of acquisition, plus any applicable freight, duty and broker’s fees incurred in the procurement process. (b) As soon as practicable, but no later than thirty (30) days after the completion of such Eligible Inventory count, Seller shall prepare and deliver to Purchaser a statement (the “Closing Adjustment Statement”) setting forth in reasonable detail Seller’s good faith calculation of the Eligible Inventory and the value thereof (the “Closing Adjustment Computations”) and the amount of any Post-Closing Statement pursuant to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjustedAdjustment determined by Seller. For purposes hereof, the “Final Purchase Price”): Post-Closing Adjustment” shall be equal to the following: (i) upwards dollar-for-dollarzero, if (A) if the Eligible Inventory, including the value thereof, as set forth in the Final Net Working Capital Closing Adjustment Statement (as hereinafter defined) (the “Final Eligible Inventory”) is equal to or greater than $2,801,311 (the upper limit of “Target Floor”) but less than or equal to $3,401,311 (the “Target Ceiling”); (ii) if the Final Eligible Inventory exceeds the Target Net Working Capital RangeCeiling, by then equal to the amount by which the Final Net Working Capital is greater than Eligible Inventory exceeds the upper limit of Target Net Working Capital RangeCeiling, which amount shall be payable by Purchaser to Seller in accordance with Section 2.3(h); provided that, for the avoidance of doubt, or (iii) if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness Eligible Inventory is less than the Estimated Closing Date IndebtednessTarget Floor, by then equal to the amount of such shortfall; (C) by which the Final Company Closing Costs Eligible Inventory is less than the Estimated Company Target Floor, which amount shall be payable by Seller to Purchaser in accordance with Section 2.3(h). (c) If Purchaser disagrees in good faith with any of the Closing CostsAdjustment Computations as set forth in the Closing Adjustment Statement, by the amount then Purchaser may deliver to Seller a written notice of such shortfall; and objection no later than thirty (D30) days after the date on which Seller delivered the Closing Adjustment Statement to Purchaser, which notice (such notice, an “Objection”) shall specify, in reasonable detail, both the nature of each disputed item (each a “Disputed Item”) and the basis for the dispute. Failure by Purchaser to deliver an Objection within such thirty (30)-day period will be deemed to be Purchaser’s acceptance of the Closing Adjustment Statement, including the resulting Post-Closing Adjustment, as the Final Closing Date Cash and Cash Equivalents exceeds Adjustment Statement. The parties shall attempt in good faith to reach agreement resolving all Disputed Items set forth in the Estimated Closing Date Cash and Cash EquivalentsObjection within thirty (30) days after its delivery. If the parties are unable to resolve any or all such Disputed Items within such thirty (30)-day period, by then the amount parties shall, promptly after the expiration of such excessperiod, submit for resolution all unresolved Disputed Items (each, an “Unresolved Item”) to the Grand Rapids, Michigan office of BDO USA, LLP (the “Accountants”). (d) Promptly, but no later than thirty (30) days after its acceptance of its appointment as the Accountants, the Accountants shall determine only the Unresolved Items and shall render a written determination (the “Accountants’ Determination”) to Purchaser and Seller as to the resolution of each Unresolved Item and the resulting Closing Adjustment Computations, as applicable. In providing for its determination of any Unresolved Item, the Accountants shall: (i) act as experts and not arbiters to calculate, based solely on the written submission of Purchaser, on the one hand, and Seller, on the other hand, and not based upon independent investigation, the Unresolved Items and such disputed Closing Adjustment Computations, as the case may be, resulting therefrom; (ii) downwards dollar-for-dollar, if (A) not assign a value to such item greater than the Final Net Working Capital is greatest value for such item claimed by either party or less than the lower limit smallest value for such item claimed by either party; (iii) rule only on the Objections reasonably raised by the parties, accepting all other aspects of the Target Net Working Capital RangeClosing Adjustment Statement; and (iv) have no right, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; authority or discretion to employ any accounting or valuation methodology, practice, standard or principles except for those provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price herein. The parties hereto agree that all adjustments shall be made without regard to materiality. Furthermore, the Accountants shall be instructed and agree to: (x) be bound by the applicable terms of this Agreement, including the definitions set forth herein; and (y) establish a process and timeline for resolution of the Unresolved Items set forth in the Objection so that the Accountants’ Determination is delivered to the parties within thirty (30) days after the submission of the Unresolved Items to the Accountants. The Accountants shall certify as to their compliance with (x) and (y) in the immediately foregoing sentence in the Accountants’ Determination. The Accountants will have exclusive jurisdiction over, and resort to the Accountants as provided in this Section 2.3(d) will be the sole recourse and remedy of, the parties against one another with respect to any disputes arising out of, or relating to, any of the Closing Adjustment Computations. The Accountants’ Determination will be conclusive and binding on the parties and will be enforceable in a court of competent jurisdiction. (e) Each party shall cooperate with, and make available to, the other party and its representatives all records and shall permit access to its facilities and personnel, in each case, as reasonably required in connection with the preparation and analysis of the Closing Adjustment Statement and the resolution of any disputes with respect thereto. (f) Seller shall pay a portion of the fees and expenses of the Accountants equal to one hundred percent (100%) multiplied by a fraction, the numerator of which is the dollar amount of Unresolved Items submitted to the Accountants that are resolved in favor of Purchaser (that being the difference between the Accountants’ Determination and Seller’s determination) and the denominator of which is the total dollar amount of Unresolved Items submitted to the Accountants (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the Accountants’ Determination). Purchaser shall pay that portion of the fees and expenses of the Accountants that Seller is not required to pay pursuant to this Section 1.03(c)(ii)(A);the foregoing. (Bg) As used herein, the term “Final Closing Adjustment Statement” means: (i) the Final Closing Date Indebtedness exceeds Adjustment Statement if Purchaser does not deliver an Objection in accordance with Section 2.3(c); (ii) if Purchaser timely delivers an Objection and all of the Estimated Disputed Items are resolved by agreement of the parties, then the Closing Date IndebtednessAdjustment Statement, as amended, if necessary, to reflect such resolution of all Disputed Items; or (iii) if any Unresolved Items are submitted to the Accountants, then the Closing Adjustment Statement, as amended, if necessary, to reflect any resolution of any Disputed Items by agreement of the parties and the resolution of all Unresolved Items by the amount of such excess; (C) Accountants as set forth in the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfallAccountants’ Determination.

Post-Closing Adjustment. Effective upon (1) The Final Closing Date Adjusted Book Value, the Final Initial Premium, the Final Transferred Asset Value and the Final Initial Required Balance shall be determined as set forth in this Section 2.05. (2) Within five (5) Business Days of the determination of the Post-Final Closing Statement pursuant to Date Adjusted Book Value in accordance with this Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase Price”):2.05: (ia) upwards dollar-for-dollar, if (A) If the Final Net Working Capital Closing Date Adjusted Book Value is greater than the upper limit of Interim Closing Date Adjusted Book Value, the Target Net Working Capital Range, by the amount by which Final Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment Buyer shall pay to the Estimated Purchase Price shall be made pursuant Seller or its designee an amount equal to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (Db) If the Interim Closing Date Adjusted Book Value is greater than the Final Closing Date Cash Adjusted Book Value, the Seller shall pay to the Buyer or its designee an amount equal to such excess. (3) On the date on which the payments set forth in Section 2.05(b) are made: (a) If the Final Initial Premium exceeds the Interim Initial Premium, the Seller shall cause ELIC to, within five (5) Business Days of the determination of the Final Initial Premium in accordance with this Section 2.05, pay to the Company or its designee an amount equal to such excess; (b) If the Interim Initial Premium exceeds the Final Initial Premium, the Buyer shall cause the Company to, within five (5) Business Days of the determination of the Final Initial Premium in accordance with this Section 2.05, pay to ELIC or its designee an amount equal to such excess; (c) If the aggregate Final Transferred Asset Value exceeds the aggregate Interim Transferred Asset Value, the Buyer shall cause the Company to, within five (5) Business Days of the determination of the Final Transferred Asset Value in accordance with this Section 2.05, pay to ELIC or its designee an amount equal to such excess; and (d) If the aggregate Interim Transferred Asset Value exceeds the aggregate Final Transferred Asset Value, the Seller shall cause ELIC to, within five (5) Business Days of the determination of the Final Transferred Asset Value in accordance with this Section 2.05, pay to the Company or its designee an amount equal to such excess. For the avoidance of doubt, the aggregate payments (if any) required by (x) the Company, pursuant to Section 2.05(c)(ii) and/or Section 2.05(c)(iii), on the one hand and Cash Equivalents (y) ELIC, pursuant to Section 2.05(c)(i) and/or Section 2.05(c)(iv), on the other hand, may be net settled against one another. (4) Any payment required to be made by any Person pursuant to this Section 2.05 shall incur interest at the Interest Rate, for the period from and including the Interim True-Up Date to but not including the date such payment is made, and will be made in cash and/or Eligible Assets valued at Fair Market Value as of the date of payment as estimated in good faith by the Payor, and reasonably acceptable to the Payee. For purposes of making any payment hereunder, the Payor shall estimate in good faith the Fair Market Value of any Eligible Assets to be transferred in connection therewith and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule K to the Reinsurance Agreement, and (x) if the Fair Market Value of any such Eligible Assets is greater than the estimate made by the Payor, the Payee shall, and (y) if the Fair Market Value of any such Eligible Assets is less than the estimate made by the Payor, the Payor shall, make any subsequent payments that may be required to address such difference in a reasonably prompt manner. (5) No later than ninety (90) days after the Closing Date, the Buyer shall deliver to the Seller a statement (the “Subject Closing Statement”) setting forth (i) a balance sheet of the Company as of the Closing Date prepared in accordance with the Agreed Accounting Principles and showing the Buyer’s calculation of the Closing Date Adjusted Book Value, (ii) the Buyer’s calculation of the Initial Premium, (iii) the Buyer’s calculation of the Transferred Asset Value and (iv) the Buyer’s calculation of the Initial Required Balance. The Subject Closing Statement will be prepared as of the Effective Time, in good faith in accordance with the Agreed Accounting Principles and the Milliman CTE Model and Calculation Methodologies and will be in the same format as the Estimated Closing Date Cash Statement. In connection with the Buyer’s preparation of the Subject Closing Statement, the Seller shall provide the Buyer and Cash Equivalentsits Representatives with such access to the employees and Representatives (including Milliman) of the Seller and its Affiliates and to such documentation, records and other information of the Seller or any of its Affiliates as the Buyer or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of the Seller or its Affiliates; provided, further, that the independent accountants and actuaries of the Seller will not be obligated to make any work papers available to the Buyer, unless and until the Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. (6) The Seller shall have thirty (30) days after the date on which the Subject Closing Statement is delivered to it to review the Subject Closing Statement and the calculations set forth therein (the “Review Period”). In furtherance of such review, the Buyer shall provide the Seller and its Representatives with such access to the employees and Representatives of the Buyer and to such documentation, records and other information of the Buyer that the Seller or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of the Buyer or its Affiliates; provided, further, that the independent accountants and actuaries of the Buyer will not be obligated to make any work papers available to the Seller, unless and until the Seller has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. (a) If the Seller disagrees with the Subject Closing Statement (including any amount or computation set forth therein), the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Buyer setting forth, in reasonable detail, each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item or amount, the Seller’s position as to the correct amount or computation that should have been included in the Subject Closing Statement. The Parties will pay any undisputed amount upon receipt of the Subject Closing Statement in accordance with the requirements set forth in Section 2.05(b). (b) If no Dispute Notice is received by the Buyer with respect to any matter in the Subject Closing Statement on or prior to the last day of the Review Period, the amount or computation with respect to such matters as set forth in the Subject Closing Statement shall be deemed accepted by the Seller, whereupon the amount or computation of such shortfallmatter or matters shall be final and binding on the Parties. (c) For a period of thirty (30) days (the “Resolution Period”) beginning on the date that the Buyer receives a Dispute Notice, if any, the Buyer and the Seller shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the Parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such Resolution Period, the Buyer and the Seller shall, within thirty (30) days of the expiration of the Resolution Period, jointly engage (A) an accounting firm of national reputation as mutually agreed by the Parties (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Xxxxxxxx XX VA CTE70 Amount, the Milliman Reinsurance CTE61.1 Amount or the Initial Premium, or (B) with respect to the calculation of the Xxxxxxxx XX VA CTE70 Amount, the Milliman Reinsurance CTE61.1 Amount or the Initial Premium, an actuarial firm of national reputation, as mutually agreed by the Parties (the “Independent Actuary”); provided, that if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 14.10. (d) The Seller and the Buyer will direct the Independent Accounting Firm or the Independent Actuary, as applicable, to render a determination within thirty (30) days after its retention, and the Seller and the Buyer and their respective employees and Representatives will cooperate with the Independent Accounting Firm and the Independent Actuary, as applicable, during its engagement. The Seller, on the one hand, and the Buyer, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s or the Independent Actuary’s engagement, as applicable, each submit to the Independent Accounting Firm or Independent Actuary their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other Party. Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other Party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm or Independent Actuary, as applicable (with a copy thereof to the other Party), within five (5) Business Days after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm or Independent Actuary, as applicable. The Independent Accounting Firm or Independent Actuary, as applicable, shall thereafter be permitted to request additional or clarifying information from the Parties, and each of the Parties shall cooperate and shall cause their Representatives to cooperate with such requests of the Independent Accounting Firm or Independent Actuary, as applicable. The Independent Accounting Firm or Independent Actuary, as applicable, shall determine, based solely on the materials so presented by the Parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to the Seller and the Buyer (each, an “Adjustment Report”) in which the Independent Accounting Firm or Independent Actuary, as applicable, shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Subject Closing Statement solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate Closing Date Adjusted Book Value, Initial Premium, Transferred Asset Value and the Initial Required Balance on that basis. (e) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s or Independent Actuary’s, as applicable, determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Subject Closing Statement, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm and the Independent Actuary (A) shall be bound to the principles of this Section 2.05 and the terms of this Agreement, including whether the Subject Closing Statement was prepared in accordance with the Milliman CTE Model and Calculation Methodologies, as applicable, (B) shall limit its review to matters specifically set forth in the Dispute Notice and (C) shall not assign a value to any matter higher than the highest value for such matter claimed by either Party or less than the lowest value for such matter claimed by either Party. (f) All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Seller or the Buyer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. Each Adjustment Report, absent fraud or manifest error, shall be expert determinations under New York law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accounting Firm or the Independent Actuary, including enforcement of such final determinations, shall be resolved in accordance with Section 14.10. (7) The final form of the Subject Closing Statement as finally determined pursuant to this Section 2.05 is referred to herein as the “Final Closing Statement,” the Closing Date Adjusted Book Value calculated therefrom is referred to as the “Final Closing Date Adjusted Book Value,” the Initial Premium calculated therefrom is referred to as the “Final Initial Premium,” the Transferred Asset Value calculated therefrom is referred to as the “Final Transferred Asset Value” and the Initial Required Balance calculated therefrom is referred to as the “Final Initial Required Balance.” (8) Upon the final determination of the Final Initial Required Balance, the Parties agree to promptly make any necessary adjustments under Section 5.8(e) of the Reinsurance Agreement to the extent not reflected in any prior adjustments.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement Item”): (i) Cash (as finally determined pursuant to this Section 1.03(b2.4, “Final Cash”), (ii) aboveWorking Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjustedfinally determined pursuant to this Section 2.4, the “Final Purchase Price”):). (b) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Mxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Bxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Member, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Bxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Bxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) upwards dollar-for-dollarwill be bound by the provisions of this Section 2.4 and (ii) absent manifest error, if (A) the Final Net Working Capital is may not assign a value to any disputed Closing Item greater than the upper limit greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Target Net Working Capital RangeParties with respect to the subject matter of any such dispute so resolved; provided, by that Buyer and Cannabist shall provide a copy of such agreement to the amount by which Final Net Working Capital is greater than Valuation Firm and shall instruct the upper limit of Target Net Working Capital Range; provided thatValuation Firm not to resolve such dispute, for the avoidance of doubt, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of the Final Purchase Price, the Buyer shall be made pursuant pay to this Section 1.03(d)(i)(A);the Member such Excess Amount by wire transfer of immediately available funds to the account designated in writing by the Member. (Bd) If the Final Closing Date Indebtedness Purchase Price is less than the Estimated Closing Date IndebtednessPurchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Member shall, jointly and severally, pay to the Buyer such Shortfall Amount by wire transfer of immediately available funds to the account designated in writing by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of such shortfall; and (D) interest due and owing and then in the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount order of such excessmaturities. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement pursuant to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase PriceItem”): ): (i) upwards dollar-for-dollar, if Cash (A) the Final Net Working Capital is greater than the upper limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made as finally determined pursuant to this Section 1.03(d)(i)(A2.4, “Final Cash”);, (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, the Final Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”), and (vi) the resulting calculation of the Final Promissory Note Amount. (Bb) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Mxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Bxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Bxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Bxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If the Final Closing Date Indebtedness Promissory Note Amount exceeds the Initial Promissory Note Amount (such excess amount, if any, the “Excess Amount”), then the Promissory Note shall be amended to increase the amount due thereunder by an amount equal to the Excess Amount. (d) If the Final Promissory Note Amount is less than the Estimated Closing Date IndebtednessInitial Promissory Note Amount (such shortfall amount, by if any, the “Shortfall Amount”), then the Promissory Note shall be amended to decrease the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, due thereunder by the an amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment equal to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfallShortfall Amount.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement Item”): (i) Cash (as finally determined pursuant to this Section 1.03(b2.4, “Final Cash”), (ii) aboveWorking Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated FH12251261.5 Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjustedfinally determined pursuant to this Section 2.4, the “Final Purchase Price”):). (b) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Xxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Xxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Member, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Xxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Xxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) upwards dollar-for-dollarwill be bound by the provisions of this Section 2.4 and (ii) absent manifest error, if (A) the Final Net Working Capital is may not assign a value to any disputed Closing Item greater than the upper limit greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at FH12251261.5 any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Target Net Working Capital RangeParties with respect to the subject matter of any such dispute so resolved; provided, by that Buyer and Cannabist shall provide a copy of such agreement to the amount by which Final Net Working Capital is greater than Valuation Firm and shall instruct the upper limit of Target Net Working Capital Range; provided thatValuation Firm not to resolve such dispute, for the avoidance of doubt, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Xxxxx and Cannabist shall control. (c) If the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of the Final Purchase Price, the Buyer shall be made pursuant pay to this Section 1.03(d)(i)(A);the Member such Excess Amount by wire transfer of immediately available funds to the account designated in writing by the Member. (Bd) If the Final Closing Date Indebtedness Purchase Price is less than the Estimated Closing Date IndebtednessPurchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Member shall, jointly and severally, pay to the Buyer such Shortfall Amount by wire transfer of immediately available funds to the account designated in writing by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of such shortfall; and (D) interest due and owing and then in the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount order of such excessmaturities. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. Effective upon (a) Within 120 calendar days after the determination Closing Date, Buyer will deliver to Cannabist a statement (the “Closing Statement”) setting forth Buyer’s calculation of the Post-following items (each a “Closing Statement pursuant to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase PriceItem”): ): (i) upwards dollar-for-dollar, if Cash (A) the Final Net Working Capital is greater than the upper limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made as finally determined pursuant to this Section 1.03(d)(i)(A2.4, “Final Cash”);, (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the Final Working Capital be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the event the Final Working Capital would be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, the Final Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital); (iii) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”), and (vi) the resulting calculation of the Final Promissory Note Amount. (Bb) Cannabist shall have 30 calendar days to dispute in writing any Closing Item, after which time any undisputed Closing Items shall be final, conclusive and binding on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have Xxxxxx LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by Xxxxx and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by Xxxxx and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by Xxxxx and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If the Final Closing Date Indebtedness Promissory Note Amount exceeds the Initial Promissory Note Amount (such excess amount, if any, the “Excess Amount”), then the Promissory Note shall be amended to increase the amount due thereunder by an amount equal to the Excess Amount. (d) If the Final Promissory Note Amount is less than the Estimated Closing Date IndebtednessInitial Promissory Note Amount (such shortfall amount, by if any, the “Shortfall Amount”), then the Promissory Note shall be amended to decrease the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, due thereunder by the an amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment equal to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfallShortfall Amount.

Post-Closing Adjustment. Effective upon the determination of the Post-Closing Statement pursuant to Section 1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase Price”): (i) upwards dollar-for-dollarWithin ninety (90) days after the Closing Date, if Buyer shall prepare and deliver to the Sellers’ Representative a statement setting forth (A) its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Final Net Company as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of Closing Working Capital is greater than (the upper limit of the Target Net “Closing Working Capital RangeStatement”) prepared in accordance with Schedule 2.4(a), by the amount by which Final Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final amount of any Transaction Expenses and Indebtedness of the Company as of the Closing Date Indebtedness is less than to the Estimated Closing Date Indebtednessextent such amounts were not paid at Closing, by the amount of such shortfall; and (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excessCash. (ii) downwards dollarThe “Post-for-dollar, if Closing Adjustment” shall be an amount equal to (A) the Final Net Closing Working Capital minus the Estimated Closing Working Capital, if, and only if, such difference is greater than $500,000, whether positive or negative (and if such difference is less than the lower limit of the Target Net Working Capital Rangeor equal to $500,000, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price such difference shall be made pursuant deemed to this Section 1.03(c)(ii)(Abe zero dollars ($0) for purposes hereof); , minus (B) the Final amount of any Transaction Expenses and Indebtedness of the Company as of the Closing Date Indebtedness to the extent such amounts were not paid at Closing or otherwise included in the calculation of the Net Closing Payment, plus (C) the amount, if any, by which the Closing Cash exceeds the Estimated Closing Date IndebtednessCash, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and minus (D) the Final Closing Date Cash and Cash Equivalents is less than amount, if any, by which the Estimated Closing Date Cash and exceeds the Closing Cash Equivalents(the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number then, by Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount of such shortfallequal to the Post-Closing Adjustment.

Post-Closing Adjustment. Effective upon (a) Subsequent to the determination of the Post-Closing Statement pursuant and subject to Section 1.03(b) above2.11(f), the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase Price”):Cash Consideration shall be: (i) upwards dollar-for-dollar, if (A) the Final Net Working Capital is greater than the upper limit of the Target Net Working Capital Range, increased by the amount (if any) by which Final Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to Cash exceeds the Estimated Purchase Price shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, Cash or decreased by the amount of such shortfall; (Cif any) by which the Estimated Cash exceeds the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess.Cash; (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, increased by the amount (if any) by which the Final Net Working Capital is less than exceeds the lower limit of the Target Net Estimated Working Capital Range; provided that, for or decreased by the avoidance of doubt, amount (if any) by which the Estimated Working Capital exceeds the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A)Capital; (Biii) increased by the amount (if any) by which the Estimated Closing Interest Bearing Indebtedness exceeds the Final Closing Date Interest Bearing Indebtedness or decreased by the amount (if any) by which the Final Interest Bearing Indebtedness exceeds the Estimated Closing Date Interest Bearing Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (Div) increased by the amount (if any) by which the Estimated Holdings’ Transaction Expenses exceeds the Final Holdings’ Transaction Expenses or decreased by the amount (if any) by which the Final Holdings’ Transaction Expenses exceeds the Estimated Holdings’ Transaction Expenses. The Estimated Cash Consideration, as so increased or decreased in accordance with this Section 2.11(a), shall be the “Final Cash Consideration” hereunder. (b) As soon as reasonably practicable, but not later than one hundred and twenty (120) calendar days after the Closing Date, Buyer shall (i) prepare a statement of the calculation of Closing Cash, Working Capital, Closing Interest Bearing Indebtedness and Holdings’ Transaction Expenses together with a calculation of the estimated Final Cash Consideration (the “Closing Date Statement”), and (ii) deliver the Closing Date Statement to Holdings. The calculations of Closing Cash, Working Capital, Closing Interest Bearing Indebtedness and Holdings’ Transaction Expenses for the purposes of the Closing Date Statement shall be prepared in accordance with the requirements of this Agreement. (c) Buyer shall permit Holdings and its representatives reasonable access to books and records, personnel, and facilities of the Vidara Companies during normal working hours to permit Holdings to review the Closing Date Statement; provided, that such access does not unreasonably interfere with the business operations of the Vidara Companies and that the Persons provided such access shall treat any confidential or proprietary information of the Vidara Companies received in connection therewith as confidential and shall not disclose such information to any third party. Subject to the restrictions in the preceding sentence, Holdings shall have the right to review the work papers of Buyer underlying or utilized in preparing the Closing Date Statement and the calculation of the estimated Final Cash Consideration to the extent reasonably necessary to verify the accuracy and fairness of the presentation of the Closing Date Statement and calculation of the Final Cash Consideration in conformity with this Agreement. (d) Within thirty (30) calendar days after its receipt of the Closing Date Statement, Holdings shall either inform Buyer in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth a specific description of each of its objections. If Holdings so objects and the Parties do not resolve such objections on a mutually agreeable basis within thirty (30) calendar days after Buyer’s receipt of Holdings’ objections, the remaining disputed items shall be resolved within an additional thirty (30) calendar days by Ernst & Young LLP or another mutually agreed accounting firm (the “Referral Firm”). Holdings shall make available to Buyer (upon request following the giving of any objection to the Closing Date Statement) the workpapers of Holdings generated in connection with its review of the Closing Date Statement. Upon the written agreement of the Parties, the decision of the Referral Firm, or if Holdings fails to deliver an objection to Buyer within the first 30-day period referred to above, the Closing Date Statement, as so adjusted (the “Final Closing Date Statement”), shall be final, conclusive and binding against the Parties. The statements of Closing Cash, Working Capital, Closing Interest Bearing Indebtedness and Holdings’ Transaction Expenses set forth in the Final Closing Statement shall be the “Final Cash”, “Final Working Capital”, “Final Closing Interest Bearing Indebtedness” and “Final Holdings’ Transaction Expenses” for all purposes hereunder. (e) In resolving any disputed item, the Referral Firm (i) shall be bound by the provisions of this Section 2.11, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Holdings, (iii) shall limit its decision to such items as are in dispute and (iv) shall make its determination based solely on presentations by Buyer and Holdings which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of independent review). The fees and expenses of the Referral Firm shall be allocated between Buyer and Holdings in such a way that (x) Buyer shall be responsible for that portion of the fees and expenses multiplied by a fraction, the numerator of which is the aggregate dollar value of disputed items submitted to the Referral Firm that are resolved against Buyer (as finally determined by the Referral Firm) and the denominator of which is the total dollar value of the disputed items so submitted and (y) Holdings shall be responsible for the remaining amount of fees and expenses, which amount shall be paid out of the Temporary Escrow Amount. In the event of any dispute regarding such allocation, the Referral Firm shall determine the allocation of its fees and expenses as between Buyer and Holdings in accordance with such allocation methodology, such determination to be final and binding on both Buyer and Holdings. (f) Promptly after their receipt of the Final Closing Date Statement, Holdings and Buyer shall compute the difference, if any, between the Estimated Cash Consideration and the Final Cash Equivalents Consideration. If the Estimated Cash Consideration exceeds the Final Cash Consideration, then Buyer shall be entitled to receive, promptly and in any event within five (5) Business Days, from the escrow account established under the Temporary Escrow Agreement an amount in cash equal to such excess amount, plus interest at the rate of five percent (5%) per annum from the Closing Date to the date of payment. BUYER AGREES THAT ITS SOLE SOURCE OF RECOVERY UNDER THIS SECTION 2.11 SHALL BE LIMITED TO, AND SHALL NOT EXCEED IN THE AGGREGATE, THE TEMPORARY ESCROW AMOUNT. If the Estimated Cash Consideration is less than the Estimated Final Cash Consideration, Holdings shall be entitled to receive, promptly and in any event within five (5) Business Days, from Buyer an amount in cash equal to such deficiency, plus interest at the rate of five percent (5%) per annum from the Closing Date Cash to the date of payment; provided, that Buyer’s payment obligation under this Section 2.11 shall be limited to, and Cash Equivalentsin no event shall it exceed in the aggregate, by the Temporary Escrow Amount (which maximum amount, for clarity, would be payable in addition to the release of the full amount of such shortfallthe funds contained in the escrow account established under the Temporary Escrow Agreement to Holdings). Following payment of the amounts described above, Buyer and Holdings shall cause the Escrow Agent to release the balance, if any, of the escrow account established under the Temporary Escrow Agreement to Holdings in accordance with the terms of the Temporary Escrow Agreement.

Post-Closing Adjustment. Effective upon On or prior to the determination Closing Date (as hereinafter defined), Seller shall provide Buyer with its estimated balance sheet and income statement reflecting Seller's estimated calculation of working capital (as hereinafter defined) as of the Post-Closing Statement pursuant to Section 1.03(b) aboveDate (collectively, the Estimated "SELLER'S ESTIMATED CLOSING BALANCE SHEET"). Within one hundred and 20 (120) days after Closing, Seller shall have prepared, at Seller's/Buyer's expense on a 50/50 basis, through an accountant engaged by Seller, an audited balance sheet in accordance with generally accepted accounting principles as of the Closing Date (the "CLOSING BALANCE Sheet"), for purposes of confirming the accuracy of the calculation of Working Capital as of the Closing Date. Based upon such Closing Balance Sheet, the parties agree that the amount of the Purchase Price will shall be adjusted as follows and netted against each other upwards or downwards, as appropriate (as adjustedthe "POST-CLOSING ADJUSTMENT"), the “Final Purchase Price”): (i) upwards on a dollar-for-dollardollar basis to the extent that the amount of the Working Capital of Seller calculated using the Closing Balance Sheet is greater than or less than, if as the case may be, Eleven Million Eight Hundred Seventy-Two Thousand and No/100 Dollars (A$11,872,000.00) (the Final Net "TARGET WORKING CAPITAL") plus or minus Five Hundred Thousand and No/100 Dollars ($500,000.00). If the Target Working Capital is greater than the upper limit of the Target Net Working Capital Rangeby more than Five Hundred Thousand and No/100 Dollars ($500,000.00), by then within five (5) business days after the final determination thereof pursuant to Section 1.7 hereof, then Seller shall immediately pay Buyer such shortfall (the amount by which Final Net the Target Working Capital exceeds the sum of Working Capital plus $500,000). If the Working Capital is greater than the upper limit sum of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Rangeplus Five Hundred Thousand and No/100 Dollars ($500,000.00), then no adjustment to the Estimated Purchase Price Buyer shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, by the pay Seller any amount by which Final Net Working Capital is less than exceeds the lower limit sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) plus the Target Working Capital, such payments to be made within five (5) business days after the final determination thereof pursuant to Section 1.7 hereof. For purposes of determining the Working Capital as of the Target Net Closing Date, the parties agree that the components thereof shall consist solely of those line items set forth on the Working Capital Range; provided thatFormula Sheet attached hereto as Exhibit B, for which line items shall contain those categories of assets and liabilities contained in the avoidance line items as of doubtSeptember 30, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall2005.