Common use of Post-Closing Working Capital Adjustment Clause in Contracts

Post-Closing Working Capital Adjustment. (a) Within 45 days following the Closing Date, SE Transmission shall deliver to Spectra MLP its estimate of Final Net Working Capital. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.

Post-Closing Working Capital Adjustment. (a) Within 45 days As soon as reasonably practicable following the Closing Date, SE Transmission and in any event within 60 days thereafter, Buyer shall prepare and deliver to Spectra MLP its estimate Parent a calculation of Final Net Working CapitalCapital as of the Closing Date, together with reasonably detailed supporting information (the “Net Working Capital Statement”). (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate From and after the delivery of Final the Net Working CapitalCapital Statement, Buyer shall provide Parent and its Representatives reasonable access to SE Transmission within the records and employees of Buyer with respect to the Houston Business, and Buyer shall, and shall cause such employees of Buyer and its Affiliates to, (i) cooperate in all reasonable respects with Parent in connection with Parent’s review of the Net Working Capital Statement and (ii) provide Parent with access to accounting records, supporting schedules and relevant information relating to Buyer’s preparation of the Net Working Capital Statement and calculation of Net Working Capital as Parent shall reasonably request and that are available to Buyer or its Affiliates. Within 30 days after Parent’s receipt of SE Transmission’s estimatethe Net Working Capital Statement, Parent shall notify Buyer as to whether Parent agrees or disagrees with the Net Working Capital Statement and, if Parent disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement. If no objection is delivered Parent provides a notice of agreement or does not provide a notice of disagreement within such 30 days30-day period, then SE Transmission’s estimate Parent shall be final deemed to have accepted the calculations and bindingthe amounts set forth in the Net Working Capital Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any notice of disagreement is timely provided in accordance with this Section 1.3(b), then Buyer and Parent shall each use commercially reasonable efforts for a period of 30 days thereafter (the “Net Working Capital Resolution Period”) to resolve any disagreements with respect to the calculations in the Net Working Capital Statement. (c) If Spectra MLP objects in a timely manner If, at the end of the Net Working Capital Resolution Period, Buyer and Spectra MLP and SE Transmission Parent are unable to agree upon Final resolve any disagreements as to items in the Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionStatement, then KPMG LLP (or if KPMG LLP is not willing and able to serve in such dispute shall be resolved by referring the disputed items relating to such calculation to an capacity, Deloitte Touche Tohmatsu or another independent accounting firm as mutually selected by Buyer and Parent) shall resolve any remaining disagreements. If neither KPMG LLP nor either such mutually selected accounting firm is willing and able to serve in such capacity, then Parent shall deliver to Buyer a list of three other accounting firms of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties or regional standing, and Buyer shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates accounting firms (such firm as is ultimately selected pursuant to serve as the Accounting Refereeaforementioned procedures being the “Accountant”). The Accounting Referee may not Accountant shall be otherwise engaged by charged with determining as promptly as practicable, but in any of SE Transmission or Spectra MLPevent within 30 days after the date on which such dispute is referred to the Accountant, or their respective Affiliates, whether Net Working Capital as set forth in connection the Net Working Capital Statement was prepared in accordance with the transactions contemplated under this Agreement and may not have performed any material services on behalf (only with respect to the disagreements as to the items set forth in the notice of any of MLP GPdisagreement and submitted to the Accountant) whether and to what extent, SE Transmission or Spectra MLPif any, or their respective Affiliates, during the two years immediately preceding the date of this AgreementNet Working Capital requires adjustment. (d) The Accounting Referee Accountant shall be instructed allocate its costs and expenses between Buyer and Parent based upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount percentage of the Adjustment Amount or Refund Amountcontested amount submitted to the Accountant that is ultimately awarded to each such party such that each such party bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the other party. For example, as applicable, determined by the Accounting Referee shall be no if Parent claims Net Working Capital is $1,000 greater than the higher amount submitted determined by Buyer, and no lower than the lower amount submitted. The authority Buyer contests only $500 of the Accounting Referee amount claimed by Parent, and if the Accountant ultimately resolves the dispute by awarding Parent $300 of the $500 contested, then the Accountant’s costs and expenses shall be limited allocated 60% (i.e. 300/500) to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority Buyer and 40% (i.e. 200/500) to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages)Parent. The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee Accountant shall be final final, binding and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other handconclusive for all purposes hereunder. (e) Spectra MLP The date on which Net Working Capital is finally determined in accordance with this Section 1.3 is hereinafter referred to as the “Determination Date,” such amount as so finally determined is hereinafter referred to as the “Final Net Working Capital,” and the calculations thereof and the supporting information relating thereto is hereinafter referred to as the “Final Net Working Capital Statement”. (f) Promptly following the Determination Date, and in any event within five Business Days of the Determination Date, Buyer shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, Seller an amount in cash equal to the excess, if any, of the Final Net Working Capital minus Reference over the Target Net Working Capital (the “Refund Amount”)Capital, or SE Transmission and MLP GP Seller shall pay, in proportion pay to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP Buyer an amount in cash equal to the excess, if any, of Reference the Target Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of over the Final Net Working Capital. To , in each case together with interest at a rate equal to five percent (5%) per annum on such amount from the extent that Spectra MLP makes Closing Date to the date of payment, such payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the be made by wire transfer of the Contributed Interestsimmediately available funds.

Post-Closing Working Capital Adjustment. (a) Within 45 60 days following after the Closing Date, SE Transmission shall the Seller will prepare and deliver to Spectra MLP its estimate the Purchaser a written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Business as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Seller’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet (the “Final Closing Net Working Capital”) and (iii) the Seller’s calculation of the amount of any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). The Closing Balance Sheet and Final Closing Net Working Capital will be prepared in accordance with Schedule 2.7(a). (b) If Spectra MLP objects During the preparation of the Adjustment Notice, the Purchaser will, and will cause each of its Affiliates to, upon reasonable notice and during normal business hours and without unreasonable interference with the operation of the Business, (i) provide the Seller and the Seller’s representatives with full access to SE Transmissionthe books, records, facilities, employees, financial information and other such information of the Business and (ii) cooperate fully with the Seller and the Seller’s estimaterepresentatives, then it must provide including by providing on a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and bindingtimely basis all information necessary or useful in preparing the Adjustment Notice. (c) Within 45 days after delivery of the Adjustment Notice, the Purchaser will either: (i) agree in writing with the Adjustment Calculation, in which case such calculation will be final and binding on the parties for purposes of Section 2.7(g); or (ii) dispute the Adjustment Calculation by delivering to the Seller a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. For purposes of this Section 2.7(c), the Purchaser may not deliver a Dispute Notice unless the aggregate value of all such disputed items exceeds $100,000. (d) If Spectra MLP objects the Purchaser fails to take either of the foregoing actions within 45 days after delivery of the Adjustment Notice, then the Purchaser will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g). (e) If the Purchaser timely delivers a timely manner Dispute Notice to the Seller, then the Purchaser and Spectra MLP the Seller will attempt in good faith, for a period of 30 days, to agree on the Adjustment Calculation for purposes of Section 2.7(g). Any resolution by the Purchaser and SE Transmission the Seller during such 30-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.7(g). If the Purchaser and the Seller do not resolve all disputed items by the end of 30 days after the date of delivery of the Dispute Notice, then the Purchaser and the Seller will submit the remaining items in dispute to Ernst & Young for resolution, or if that firm is unwilling or unable to serve, the Purchaser and the Seller will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Seller. If the Purchaser and the Seller are unable to agree upon Final Net Working Capital jointly select such independent accounting firm within 30 10 days after SE Transmission’s receipt of Spectra MLP’s objectionsuch 30-day period, then such dispute shall be resolved by referring the disputed items relating to such calculation to Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized national standing (and such selected accounting firms will select a third independent accounting firm of recognized national standing, which firm is not the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity regular auditing firm of the Accounting Referee or, (ii) if Purchaser or the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 daysSeller; provided, however, that if either the amount of Purchaser, on the Adjustment Amount one hand, or Refund Amountthe Seller, as applicableon the other hand, determined fail to select such independent accounting firm during this 10-day period, then the parties agree that the independent accounting firm selected by the Accounting Referee shall other party will be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved independent accounting firm selected by the Parties. The parties for purposes of this Section 2.7 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damagesFirm”). The Purchaser and the Seller will instruct the Independent Accounting Firm to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting Adjustment Calculation. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm’s determination of the Adjustment Amount or the Refund Amount, Calculation as applicable, by the Accounting Referee shall set forth in its report will be final and binding on the Partiesparties for purposes of Section 2.7(g). The Seller will revise the Closing Balance Sheet and the calculation of the Final Closing Net Working Capital as appropriate to reflect the resolution of the items in dispute pursuant to this Section 2.7(e). The fees and expenses of the Independent Accounting Referee shall Firm will be borne equally shared by Spectra MLP, on one hand, the Purchaser and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, Seller in inverse proportion to such Party’s ownership the relative amounts of the Saltville Companies prior disputed amount determined to this Agreement, an amount in cash equal to be for the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership account of the Saltville Companies prior to this AgreementPurchaser and the Seller, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsrespectively.

Post-Closing Working Capital Adjustment. (a) Within 45 days As soon as reasonably practicable following the Closing Date, SE Transmission and in any event within 30 days thereafter, Buyer shall prepare and deliver to Spectra MLP its estimate Seller a calculation of Final Net Working CapitalCapital as of the Closing Date in accordance with the accounting principles, practices, policies and methodologies set forth as Schedule 1.3, together with reasonably detailed supporting information (the “Net Working Capital Statement”). (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate From and after the delivery of Final the Net Working CapitalCapital Statement, Buyer shall provide Seller and its Representatives reasonable access to SE Transmission within the records and employees of Buyer, and Buyer shall, and shall cause the employees of Buyer and its Affiliates to, (i) cooperate in all reasonable respects with Seller in connection with Seller’s review of the Net Working Capital Statement and (ii) provide Seller with access to accounting records, supporting schedules and relevant information relating to Buyer’s preparation of the Net Working Capital Statement and calculation of Net Working Capital as Seller shall reasonably request and that are available to Buyer or its Affiliates. Within 30 days after Seller’s receipt of SE Transmission’s estimatethe Net Working Capital Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with the Net Working Capital Statement and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement. If no objection is delivered Seller provides a notice of agreement or does not provide a notice of disagreement within such 30 days30-day period, then SE Transmission’s estimate Seller shall be final deemed to have accepted the calculations and bindingthe amounts set forth in the Net Working Capital Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any notice of disagreement is timely provided in accordance with this Section 1.3(b), then Buyer and Seller shall each use commercially reasonable efforts for a period of 30 days thereafter (the “Net Working Capital Resolution Period”) to resolve any disagreements with respect to the calculations in the Net Working Capital Statement. (c) If Spectra MLP objects in a timely manner If, at the end of the Net Working Capital Resolution Period, Buyer and Spectra MLP and SE Transmission Seller are unable to agree upon Final resolve any disagreements as to items in the Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionStatement, then KPMG LLP (or such dispute shall be resolved by referring the disputed items relating to such calculation to an other independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (iUnited States as may be mutually selected by Buyer and Seller) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period resolve any remaining disagreements. If neither KPMG LLP nor any such mutually selected accounting firm is willing and able to mutually agree on the identity serve in such capacity, then Seller shall deliver to Buyer a list of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates other accounting firms of recognized national or regional standing and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will Buyer shall select one of such three candidates accounting firms (such firm as is ultimately selected pursuant to serve as the Accounting Refereeaforementioned procedures being the “Accountant”). The Accounting Referee may not Accountant shall be otherwise engaged by charged with determining as promptly as practicable, but in any of SE Transmission or Spectra MLPevent within 30 days after the date on which such dispute is referred to the Accountant, or their respective Affiliates, whether Net Working Capital as set forth in connection the Net Working Capital Statement was prepared in accordance with the transactions contemplated under this Agreement and may not have performed any material services on behalf (only with respect to the disagreements as to the items set forth in the notice of any of MLP GPdisagreement and submitted to the Accountant) whether and to what extent, SE Transmission or Spectra MLPif any, or their respective Affiliates, during the two years immediately preceding the date of this AgreementNet Working Capital requires adjustment. (d) The Accounting Referee Accountant shall be instructed allocate its costs and expenses between Buyer and Seller based upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount percentage of the Adjustment Amount or Refund Amountcontested amount submitted to the Accountant that is ultimately awarded to each party such that each party bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the other party. For example, as applicable, determined by the Accounting Referee shall be no if Seller claims Net Working Capital is $1,000 greater than the higher amount submitted determined by Buyer, and no lower than the lower amount submitted. The authority Buyer contests only $500 of the Accounting Referee amount claimed by Seller, and if the Accountant ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the Accountant’s costs and expenses shall be limited allocated 60% (i.e. 300/500) to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority Buyer and 40% (i.e. 200/500) to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages)Seller. The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee Accountant shall be final final, binding and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other handconclusive for all purposes hereunder. (e) Spectra MLP The date on which Net Working Capital is finally determined in accordance with this Section 1.3 is hereinafter referred to as the “Determination Date,” such amount as so finally determined is hereinafter referred to as the “Final Net Working Capital,” and the calculations thereof and the supporting information relating thereto is hereinafter referred to as the “Final Net Working Capital Statement”. (f) Promptly following the Determination Date, and in any event within five Business Days of the Determination Date, Buyer shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, Seller an amount in cash equal to the excess, if any, of (x) the sum of (i) the Final Net Working Capital minus Reference plus (ii) the Vale Prepayment Amount received by Buyer over (y) the Target Net Working Capital (the “Refund Amount”)Capital, or SE Transmission and MLP GP Seller shall pay, in proportion pay to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP Buyer an amount in cash equal to the excess, if any, of Reference (x) the Target Net Working Capital minus over (y) the sum of (i) the Final Net Working Capital plus (ii) the “Adjustment Amount”). The Refund Vale Prepayment Amount or Adjustment Amountreceived by Buyer, as in each case together with interest at a rate equal to five percent (5%) per annum on such amount from the case may beClosing Date to the date of payment, shall such payment to be paid made by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsfunds.

Post-Closing Working Capital Adjustment. (a) Within 45 sixty (60) days following after the Closing Date, SE Transmission shall Buyer will prepare and deliver to Spectra MLP its estimate Seller an unaudited consolidated balance sheet of Final the Company as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and a written statement (together with the Closing Balance Sheet, the “Closing Statement”) (i) setting forth Buyer’s calculations of the Closing Net Working Capital and the amount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital or the amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital and (ii) detailing the amounts for each category of current assets or current liabilities set forth in Schedule A during such sixty (60) day period used to calculate the Closing Net Working Capital. (b) If Spectra MLP objects Seller has any objections to SE Transmission’s estimatethe Closing Statement, then it Seller must provide deliver to Buyer a written objection noticestatement (an “Objections Statement”) setting forth a description in reasonable detail of his objections thereto, together with its estimate of Final Net Working Capitalincluding the basis for the objection, proposed adjustment amount and supporting calculations. If an Objections Statement is not delivered to SE Transmission Buyer within 30 sixty (60) days after receipt delivery of SE Transmission’s estimate. If no objection is delivered within such 30 daysthe Closing Statement, then SE Transmission’s estimate shall the Closing Statement will be final final, binding and bindingnon-appealable by the Parties. (c) If Spectra MLP objects Seller timely delivers an Objections Statement to Buyer, then Buyer and Seller will negotiate in a timely manner and Spectra MLP and SE Transmission good faith to resolve any objections set forth in the Objections Statement, but if they are unable to agree upon Final Net Working Capital within 30 resolve all disputed items by the end of thirty (30) days after SE Transmission’s receipt the date of Spectra MLP’s objectiondelivery of the Objections Statement, then such the remaining items in dispute shall will be resolved by referring the disputed items relating submitted to such calculation Buyer’s Accountants for resolution acting as an accounting expert and not as an arbitrator, or if that firm is unwilling or unable to an serve, Buyer and Seller will engage another mutually agreeable independent accounting firm of recognized national standing (such selected independent accounting firm, the “Independent Accounting RefereeFirm”). Buyer and Seller will use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) to be selected days after the date of appointment. The Independent Accounting Firm may address only those items and amounts which are identified in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties Objections Statement as being items which Seller and Buyer are unable to agree on an resolve, and the Independent Accounting Referee pursuant to Firm’s determination shall be within the preceding clause (i), SE Transmission will select three candidates range proposed by Buyer and deliver a written notice containing the names of such candidates to Spectra MLP (in care Seller. The resolution of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined dispute by the Independent Accounting Referee shall Firm will be no greater than the higher amount submitted final, binding and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding non-appealable on the Parties. The fees and expenses of the Independent Accounting Referee shall Firm will be borne allocated equally by Spectra MLP, on one hand, between Buyer and SE Transmission, on the other handSeller. (ed) Spectra MLP shall If the final Closing Net Working Capital as calculated above is greater than the Target Closing Net Working Capital, then Buyer will pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, Seller an amount in cash immediately available funds equal to any such excess and if the final Closing Net Working Capital as calculated above is less than the Target Closing Net Working Capital, then any such deficiency (“Working Capital Deficiency Amount”) shall be made initially against and result from the cancellation of escrowed Buyer Shares at a per share price equal to the excessIssuance Price and then subsequently against cash deposited in the Escrow Account. Any cash payments will be made by wire transfer in immediately available funds to a bank account designated by Seller or Buyer, as applicable, within five (5) Business Days following the final determination referred to above. If there is a Working Capital Deficiency Amount, Buyer shall cancel the specified number of escrowed Buyer Shares and issue a new original stock certificate for the remaining Buyer Shares (if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash ) at a per share price equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall Issuance Price to be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration held for the transfer purpose of securing any potential indemnification obligations of Seller and the Contributed InterestsCompany referenced in Article VI.

Post-Closing Working Capital Adjustment. (a) Within 45 30 days following after the Closing Date, SE Transmission Sellers shall deliver to Spectra MLP Buyer a preliminary balance sheet of the Purchased Assets and the Assumed Liabilities as of the Closing Date, prepared in accordance with GAAP consistently applied (the "Preliminary Closing Balance Sheet"), and a calculation of net working capital included in the Purchased Assets and the Assumed Liabilities, prepared in accordance with GAAP consistently applied ("Preliminary Net Working Capital") which shall quantify in reasonable detail the items constituting Current Assets that are included in the Purchased Assets and the items constituting Current Liabilities that are included in the Assumed Liabilities and which shall exclude from the calculation the Excluded Assets and Excluded Liabilities. Buyer will give the Sellers and their representatives reasonable access to the Books and Records of the Purchased Assets and the Assumed Liabilities for the purpose of preparing the Preliminary Closing Balance Sheet. Buyer and its estimate representatives shall review the Preliminary Closing Balance Sheet, which review shall be completed within 90 days after the Closing Date. During such period of time Buyer may dispute the Preliminary Closing Balance Sheet only with regard to the calculation of Preliminary Net Working Capital. If Buyer shall raise any dispute relating to the calculation of Preliminary Net Working Capital, Buyer, the Sellers and their respective representatives shall use their reasonable best efforts to promptly resolve any such dispute and reach agreement in good faith on the calculation of Preliminary Net Working Capital. If such agreement has not been reached within 30 days (or longer, as mutually agreed by the parties) after delivery of a dispute notice by Buyer, Buyer and the Sellers shall submit the disagreement to a nationally recognized independent accounting firm (other than Buyer's, Guarantor's or any Seller's accountants) jointly selected by Buyer and the Sellers. The resolution by such firm of such disagreement and its determination of the amount of the Preliminary Net Working Capital shall be completed as promptly as practicable and shall be final and binding upon Buyer and the Sellers. The Preliminary Net Working Capital as finally determined in accordance with this Section 2.8(a) shall be referred to as "Final Net Working Capital." The Preliminary Closing Balance Sheet as finally determined in accordance with this Section 2.8(a) shall be referred to as "Closing Balance Sheet." The fees, costs and expenses of the independent accounting firm selected in the event of a dispute shall be shared equally by the Sellers, on the one side, and Buyer, on the other side. The Sellers shall pay the fees, costs and expenses of their accountants and Buyer shall pay the fees, costs and expenses of its accountants. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital exceeds Estimated Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate Buyer shall be final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant pay to the preceding clause Sellers the amount of such excess (i"Buyer's Refund Amount"), SE Transmission will select three candidates and deliver a written notice containing together with interest thereon from the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 daysClosing Date at 6% per annum; provided, however, the amount of the Adjustment Amount or Refund Amountthat if, as applicable, determined by provided in the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority last sentence of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”Section 2.7(a), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund Buyer's good faith estimate of the net working capital contributed included in the Purchased Assets and not as consideration the Assumed Liabilities was used to determine the Estimated Net Working Capital for the transfer purposes of adjusting the Contributed Interests.Purchase Price pursuant to Section 2.7(b), then Buyer shall also pay to Sellers, concurrently with the payment of Buyer's Refund Amount, an additional amount equal to fifteen percent (15%) of

Post-Closing Working Capital Adjustment. (ai) Within 45 forty-five (45) days following after the Closing Date, SE Transmission Buyers shall deliver to Spectra MLP its estimate Seller a consolidated balance sheet of Final the Acquired Companies (the “Closing Balance Sheet”) and Buyers’ calculation (the “Closing Net Working Capital Statement”) of the Net Working Capital as of the Closing Date (the “Closing Net Working Capital”). In conjunction with delivering the Closing Balance Sheet and Closing Net Working Capital Statement, Buyers also shall deliver or make available to Seller such work papers, schedules and detail reports used to support or calculate the Closing Balance Sheet and Closing Net Working Capital Statement. Buyers shall also permit Seller and its Representatives access to the accounting records and accountant work papers (if any) used in connection with the preparation of the Closing Balance Sheet and Closing Net Working Capital Statement. (bii) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 Seller shall have thirty (30) days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final the Closing Balance Sheet and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Closing Net Working Capital within 30 days after SE Transmission’s receipt Statement to examine the same and any work papers and records relating thereto and submit a notice to Buyers of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing its objections (the “Accounting RefereeDispute Notice”) ), if any, to be selected in the following manner: (i) Closing Net Working Capital Statement. Such notice shall specify each item and amount as to which Seller disagrees and the Parties shall have seven additional days following basis of Seller’s objections. If Seller has not given a Dispute Notice to Buyers within such 30‑day period, or if Seller and Buyers are able to resolve any objections raised by Seller through negotiations, then the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee orClosing Net Working Capital Statement, (ii) if the Parties are unable to agree on an Accounting Referee as revised pursuant to the preceding clause (i)such negotiations, SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such noticeif any, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Partiesparties. The fees If Seller and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay Buyers are unable to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal resolve any objections to the excess, if any, of Final Closing Net Working Capital minus Reference Net Working Capital Statement within thirty (30) days after Seller’s delivery of the Dispute Notice to Buyers, the items in dispute (and only those items that are in dispute) shall be referred for resolution to Xxxxx Xxxxxxx LLP, and if Xxxxx Xxxxxxx LLP is unable or unwilling to accept the engagement, then to another independent certified public accounting firm mutually acceptable to Buyers and Seller (in any such case, the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment AmountIndependent Accountants”). The Refund Amount or Adjustment Amount, as Independent Accountants may not be the case may be, regular outside accounting firm of any of the parties hereto. The Independent Accountants shall be paid by wire or interbank transfer instructed to complete their review of immediately available funds within 10 days following the agreement disputed items and any documentation submitted by the Parties or parties with respect thereto and to make a determination within forty-five (45) days after they are engaged, and the determination by the Accounting Referee decision of the Final Independent Accountants shall be final and binding on the parties absent manifest error. In resolving any disputed item, the Independent Accountants shall not assign a value to any item higher than the highest value for such item claimed by either Seller or Buyers or less than the lowest value for such item claimed by either one. The Independent Accountants shall prepare and forward to Buyers and Seller an explanation of their determination with respect to the items identified in the Dispute Notice and a final Closing Balance Sheet and Closing Net Working Capital Statement, including the Closing Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4In such an event, the Parties agree to characterize such payments for all purposes as a reduction or refund revised Closing Balance Sheet and Closing Net Working Capital Statement and the Closing Net Working Capital determination shall be final and binding on the parties. The costs, expenses and fees of the net working capital contributed and not as consideration for Independent Accountants shall be borne by the transfer of parties based upon the Contributed Interestsdegree to which the Independent Accountants accept the parties’ respective positions. (iii) Within five (5) Business Days after the Closing Net Working Capital becomes final under Section 2.3(b)(ii) above, the following payments shall be made:

Post-Closing Working Capital Adjustment. (ai) Within 45 sixty (60) days following after the Closing Date, SE Transmission Buyer and Parent shall deliver to Spectra MLP its estimate of the Representative a statement setting forth the Working Capital (the “Final Net Working Capital”) as of the close of business on the Closing Date (the “Closing Statement”). The Closing Statement shall be prepared in accordance with the principles, policies, practices, procedures, classifications, and judgment and estimation methodologies set forth on Schedule 3.6(b). (bii) With such Closing Statement, the Buyer and Parent shall deliver to the Representative the Buyer and Parent’s good faith computation showing in reasonable detail the adjustments described in Section 3.6(b)(iv) and (v) based on the Closing Statement, without regard to Section 3.6(b)(iii). (iii) If Spectra MLP objects the Representative disputes the correctness of the Closing Statement or Buyer and Parent’s computation of the adjustments under Section 3.6(b)(ii), the Representative shall notify Buyer and Parent of his objections within thirty (30) days after the delivery of the Closing Statement, setting forth in reasonable detail the reasons for such objections. If the Representative fails to SE Transmissiondeliver such notice within such period, the Representative shall be deemed to have accepted the Closing Statement and Buyer and Parent’s estimatecomputation of the adjustments under Section 3.6(b)(ii). If the Representative delivers such notice within such period, then it must provide a written objection noticeBuyer, together with its estimate of Final Net Working Capital, Parent and the Representative shall endeavor in good faith to SE Transmission resolve their dispute over the Closing Statement and the adjustments within 30 twenty (20) days after receipt of SE Transmission’s estimatesuch notice by Buyer and Parent. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission they are unable to agree upon Final Net Working Capital do so within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionsuch twenty (20) day period, then such the dispute shall be resolved by referring the disputed items relating to such calculation submitted to an audit partner at Ernst & Young LLP (“E&Y”) with experience in the Business, so long as E&Y is independent of Buyer, Parent and the Stockholders, or if E&Y ceases to be independent, another nationally recognized accounting firm in the United States that is independent of recognized national standing Buyer, Parent and the Stockholders and that is mutually acceptable to Parent and the Representative (E&Y or such other accounting firm, the “Accounting RefereeIndependent Accountant”). As soon as practicable thereafter, but in any event within thirty (30) days thereafter, Buyer, Parent and the Representative shall cause the Independent Accountant to be selected in choose one of the following manner: (i) parties’ positions based solely upon the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree written presentations by Buyer and Parent, on the identity one hand, and the Representative, on the other hand. The decision of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee Independent Accountant shall be final and binding on the Partiesparties and their Affiliates. The fees and expenses of the Accounting Referee Independent Accountant shall be borne equally by Spectra MLPBuyer and Parent, on the one hand, and SE Transmissionthe Stockholders, on the other hand. hand (e) Spectra MLP shall pay to SE Transmission severally and MLP GPnot jointly), in proportion to the relative difference between such Party’s ownership parties’ position and the determination of the Saltville Companies prior Independent Accountant. (iv) If the Final Working Capital exceeds the Target Working Capital, then, within ten (10) days after Final Working Capital is finally determined pursuant to this AgreementSection 3.6(b)(iii), Buyer shall pay such excess to the Representative in cash, and the Representative and Buyer shall deliver a joint written instruction to the Working Capital Escrow Agent within ten (10) days after Final Working Capital is finally determined pursuant to Section 3.6(b)(iii) authorizing the Working Capital Escrow Agent to release to Representative the entire Working Capital Escrow Amount. The Representative shall pay all such amounts to the Stockholders pro rata in proportion to their respective percentages set forth on Schedule I. (v) If the Final Working Capital is less than the Target Working Capital, then the Representative and Buyer shall deliver a joint written instruction to the Working Capital Escrow Agent within ten (10) days after Final Working Capital is finally determined pursuant to Section 3.6(b)(iii) requiring the Working Capital Escrow Agent to release to Buyer an amount in cash equal to such shortfall from the excess, if any, of Final Net Working Capital minus Reference Net Escrow Amount. (vi) If the Final Working Capital equals the Target Working Capital, then the Representative and Buyer shall deliver a joint written instruction to the Working Capital Escrow Agent within ten (10) days after Final Working Capital is finally determined pursuant to Section 3.6(b)(iii) authorizing the “Refund Working Capital Escrow Agent to release to Representative the entire Working Capital Escrow Amount”), or SE Transmission and MLP GP . The Representative shall pay, pay the Working Capital Escrow Amount to the Stockholders pro rata in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.their respective percentages set forth on Schedule I.

Post-Closing Working Capital Adjustment. (a) Within 45 On or prior to the date that is sixty (60) days following the Closing Date, SE Transmission Buyer shall prepare and deliver to Spectra MLP the Sellers’ Representative (i) an unaudited consolidated balance sheet of the Company and its estimate Subsidiaries as of Final Net Working Capital. the Closing Date (bthe “Closing Balance Sheet”) If Spectra MLP objects to SE Transmission’s estimateand (ii) a closing statement (in its final and binding form, then it must provide a written objection noticethe “NWC Closing Statement,” and, together with its estimate of Final Net Working Capitalthe Closing Balance Sheet, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding. (cthe “Closing Statements”) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final setting forth the Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionthe Company and its Subsidiaries on the Closing Date, then such dispute together with a complete copy of the work papers used by Buyer and its representatives in preparation of the Closing Statements. The Closing Statements shall be resolved by referring prepared in accordance with GAAP in a manner consistent with past practice. The Closing Balance Sheet shall fairly present the disputed consolidated financial position of the Company and its Subsidiaries as of the Closing Date. The NWC Closing Statement shall include line items relating consistent with the form statement of Net Working Capital attached hereto as Exhibit B. From the date Buyer originally delivers the Closing Statements and continuing during the period of any dispute with respect to such calculation the Closing Statements, Buyer shall, and shall cause the Company to, provide the Sellers’ Representative with reasonable access during normal business hours to an independent accounting firm the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of recognized national standing the Company who were involved in the preparation of the Closing Statements. The Closing Statements shall become final and binding upon the parties fifteen (15) days following the Sellers’ Representatives receipt thereof unless the Sellers’ Representative gives written notice of its disagreement (a “Accounting RefereeNotice of Disagreement”) to be selected Buyer prior to such date. Any Notice of Disagreement shall state each item to which the Sellers’ Representative takes exception and specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Statements (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the following manner: Notice of Disagreement or (iy) the Parties date any matters properly in dispute are finally resolved in writing by the Accounting Firm. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, the Sellers’ Representative and Buyer shall seek in good faith to resolve in writing any differences which they may have seven additional with respect to any matter specified in the Notice of Disagreement. At the end of such 30-day period, the Sellers’ Representative and Buyer shall submit to the Accounting Firm for review and resolution of any and all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement. Buyer and the Sellers’ Representative shall instruct the Accounting Firm to make a final determination of the items included in the Closing Statements (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and the Sellers’ Representative will cooperate with the Accounting Firm during the term of its engagement. Buyer and the Sellers’ Representative shall instruct the Accounting Firm not to assign a value to any disputed items that are outside of the range of values specified by Buyer and Sellers’ Representative (i.e., if Buyer assigns a value of 100 to an item and Sellers’ Representative assigns a value of 50, the Accounting Firm shall not assign a value higher than 100 nor lower than 50). Buyer and the Sellers’ Representative shall also instruct the Accounting Firm to make its determination based solely on written submissions by Buyer and the Sellers’ Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review) within thirty (30) days following submission of such matters to the aforementioned 30 day dispute resolution period to mutually Accounting Firm. The parties hereby expressly agree on that the identity determination of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee Firm shall be final and binding on the Partiesparties (absent fraud or manifest bad faith by the Accounting Firm). The fees and expenses of the Accounting Referee Firm pursuant to this Section 2.4(a) shall be borne equally by Spectra MLP, on one hand, Buyer and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, Sellers in inverse proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal awarded to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination parties by the Accounting Referee of Firm as compared to the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4total amount in dispute, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.determined by the

Post-Closing Working Capital Adjustment. (a) The Parties acknowledge that the Company prepared and delivered to Buyer a statement setting forth the Company’s good faith calculation of Closing Working Capital (the “Estimated Closing Working Capital”), which statement contains the balance sheet of the Company as of March 31, 2022 (the “Working Capital Date”) (without giving effect to the transactions contemplated hereby), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the CEO that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP consistently applied in accordance with past practice of the Company. Within 45 sixty (60) days following after the Closing Date, SE Transmission Buyer shall prepare and deliver to Spectra MLP its estimate Sellers Rep a statement setting forth Buyer’s calculation of Final Net Closing Working Capital, which statement shall contain an internally prepared unaudited balance sheet of the Company as of the Working Capital Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of an executive officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP consistently applied in accordance with past practice of the Company. The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an aggregate amount equal to the absolute value of the Post-Closing Adjustment, with each Seller liable for such Seller’s Pro Rata Portion thereof, to be paid from the Escrow Amount. If the Post-Closing Adjustment is a positive number, Buyer shall pay Sellers an aggregate amount equal to the absolute value of the Post-Closing Adjustment, in accordance with each Seller’s Pro Rata Portion thereof. Notwithstanding the foregoing, it is hereby agreed that if the absolute value of the Post-Closing Adjustment is less than the Threshold Deviation Amount, no adjustment shall be made. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate After delivery of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net the Closing Working Capital within 30 Statement to Sellers Rep, Sellers Rep shall have thirty (30) days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting RefereeReview Period”) to be selected in review the following manner: (i) Closing Working Capital Statement. During the Parties Review Period, Sellers Rep and its accountants shall have seven additional days following access to the aforementioned 30 day dispute resolution period to mutually agree on the identity books and records of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant Company and Buyer to the preceding clause extent that they relate to the Closing Working Capital Statement and to such historical financial information (ito the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Sellers Rep may reasonably request for the purpose of reviewing the Closing Working Capital Statement and, if desired, to prepare a Statement of Objections (defined below), SE Transmission will select three candidates and deliver provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer or the Company. On or prior to the last day of the Review Period, Sellers Rep may object to the Closing Working Capital Statement by delivering to Buyer a written notice containing statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the names basis for Sellers’ disagreement therewith (the “Statement of such candidates Objections”). If Sellers Rep fails to Spectra MLP (in care deliver the Statement of the Conflicts Committee) within five days of Objections before the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, howeverReview Period, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Closing Working Capital minus Reference Net Working Capital (Statement and the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment AmountPost-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers Rep and shall be final, binding and non-appealable by Sellers. If Sellers Rep delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers Rep shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers Rep shall be final, binding and non-appealable. (c) If Sellers Rep and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the Israeli offices of E&Y, BDO or Deloitte, as selected by Buyer (the “Independent Accountants”). If Disputed Amounts are submitted to the Independent Accountants for resolution, Buyer and Sellers Rep shall each furnish to the Independent Accountants such work papers and other documents and information related to the Disputed Amounts as the Independent Accountants may request and are available to that Party without reasonable undue effort, and each Party shall be afforded the opportunity to present to the Independent Accountants any material relating to the determination, and to discuss the determination with the Independent Accountants, provided, however, that no Party shall have ex parte communications with the Independent Accountants with respect to the substance of the issues in dispute. The Independent Accountants, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. The Independent Accountants shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon, and non-appealable by, the Parties. (d) Sellers shall pay a portion of the fees and expenses of the Independent Accountants equal to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that are resolved in favor of Buyer (that being the difference between the Independent Accountants’ determination and Sellers’ determination) if any and the denominator of which is the total amount of Disputed Amounts submitted to the Independent Accountants (that being the sum total by which Buyer’s determination and Sellers’ determination differ from the determination of the Independent Accountants). Buyer shall pay that portion of the fees and expenses of the Independent Accountants that Sellers are not required to pay hereunder. (e) Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall (A) be due (x) within five (5) Business Days after acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days after the resolution described in clause (iii) above; and (B) be paid by wire or interbank transfer of immediately available funds within 10 days following to the agreement by Paying Agent for further distribution to the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed InterestsSecurityholders.

Post-Closing Working Capital Adjustment. (a) Within 45 Not later than 30 days following the Closing Date, SE Transmission Newco shall deliver prepare a calculation of the Net Working Capital as of the Closing Date (the "Closing Date Net Working Capital"). The Closing Date Net Working -------------------------------- Capital shall be prepared in accordance with GAAP as employed in the preparation of the Financial Statements. All of the parties hereto shall cooperate in good faith with each other in the calculation of the Closing Date Net Working Capital. The Stockholders shall have access at all reasonable times to Spectra MLP its estimate review work papers, books and records relating to the preparation of Final the Closing Date Net Working Capital. (b) If Spectra MLP objects The Stockholders shall have the right to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate dispute the calculation of Final the Closing Date Net Working Capital, Capital by giving written notice of dispute to SE Transmission Newco within 30 days after receipt of SE Transmission’s estimatethe Closing Date Net Working Capital calculation has been given to such parties. Such notice shall set forth in detail the reasons for the dispute and the proposed adjustments to the Closing Date Net Working Capital. If no objection is delivered the Stockholders do not provide a notice of dispute to Newco within such 30 30-day period in accordance with the foregoing, the Closing Date Balance Sheet and calculations of Closing Date Net Working Capital as prepared by Newco shall become final and binding. If the Stockholders provide notice of dispute to Newco within such 30-day period in accordance with the foregoing, all parties shall endeavor in good faith to promptly resolve the dispute. If the parties are unable to reach agreement on all of the disputed items during such 30-day period, then such dispute shall be referred to Newco's accountant and the Companies' accountant, who shall endeavor in good faith to resolve such dispute and whose joint determination shall be final, conclusive and binding on the parties hereto. If Newco's accountant and the Companies' accountant are unable to resolve such dispute within 15 days, then SE Transmission’s estimate Newco's accountant and the Companies' accountant shall mutually choose a third independent accounting firm to resolve such dispute, and such accounting firm's determination of such dispute shall be final final, conclusive and bindingbinding on the parties hereto. Newco shall be responsible for any fees and expenses of Newco's accountant in connection with services provided under this Section ------- 2.7, and the Companies shall be responsible for any fees and expenses of --- the Companies' accountant in connection with services provided under this Section 2.7. The fees and expenses charged by any independent accounting ----------- firm for services performed under this Section 2.7 shall be borne equally ----------- by the Stockholders and Newco. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final the Closing Date Net Working Capital Capital, as finally prepared and binding upon the parties in accordance with this Section 2.7 is less than ----------- $8,000,000 then, within 30 10 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, howeverdetermination, the amount of Companies and the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee Stockholders shall be no greater than the higher amount submitted jointly and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall severally pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, Newco an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (amount by which $8,000,000 exceeds the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Closing Date Net Working Capital. To The Companies and the extent Stockholders specifically acknowledge and agree that, in the event that Spectra MLP makes payment Closing Date Net Working Capital exceeds $8,000,000, neither Newco nor any of its Affiliates shall owe the Companies or the Stockholders any additional amount. (d) The Companies and the Stockholders covenant that between the Balance Sheet Date and the Closing the Companies shall not have made any distributions of working capital to SE Transmission and MLP GP under this Section 2.4the Stockholders or any of their Affiliates other than payroll distributions consistent with the payroll distributions set forth in the June 30, the Parties agree to characterize such payments for all purposes as a reduction or refund 2000 balance sheets of the net working capital contributed and not as consideration for the transfer of the Contributed InterestsCompanies.

Post-Closing Working Capital Adjustment. (a) Within 45 As soon as practicable, but no later than 90 days following after the Closing Date, SE Transmission the Buyer shall prepare and deliver to Spectra MLP BHGE LLC a statement (the “Proposed Final Statement”) of Working Capital as of 12:01 a.m. Eastern time on the Closing Date (the “Closing Working Capital”). The Proposed Final Statement shall be prepared in accordance with the Transaction Accounting Principles and the definitions set forth in this Agreement and shall be in the same format as the Estimated Closing Statement. (b) During the 45-day period immediately following BHGE LLC’s receipt of the Proposed Final Statement (the “Review Period”), the Buyer shall provide to BHGE LLC and its estimate Representatives reasonable access during normal business hours to the books, records and supporting data (including, subject to the execution and delivery by BHGE LLC of Final Net customary accountant access letter(s), accountants’ work papers) of the Buyer that relate to the IST Business that are relevant to the calculation of the Closing Working Capital, and shall make reasonably available representatives of GE and the Buyer to answer questions with respect to the calculation of the Closing Working Capital. (bc) If Spectra MLP objects BHGE LLC shall notify the Buyer in writing (the “Notice of Disagreement”) prior to SE Transmissionthe expiration of the Review Period if BHGE LLC disagrees with the Proposed Final Statement or the Closing Working Capital set forth therein. The Notice of Disagreement shall set forth in reasonable detail the items or amounts as to which BHGE LLC disagrees, the basis for each such dispute, BHGE LLC’s estimate, then it must provide a written objection notice, together with its estimate proposed alternative to each disputed item or amount and BHGE LLC’s determination of Final Net the amount of Closing Working Capital, including all relevant calculations. Only those items and amounts specified in the Notice of Disagreement received by the Buyer prior to SE Transmission within 30 days after receipt expiration of SE Transmission’s estimatethe Review Period shall be deemed in dispute (the “Disputed Items”), and all other items and amounts set forth in the Proposed Final Statement shall be deemed to have been accepted by BHGE LLC and shall become final and binding upon the Parties in accordance with Section 2.08(e). If no objection is delivered within such 30 daysBHGE LLC does not deliver a Notice of Disagreement prior to the expiration of the Review Period, then SE Transmission’s estimate BHGE LLC shall be final deemed to have agreed with all items and bindingamounts reflected in the Proposed Final Statement and the Closing Working Capital set forth therein. (cd) If Spectra MLP objects in During the 60-day period immediately following the delivery of a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt Notice of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing Disagreement (the “Accounting RefereeConsultation Period”), BHGE LLC and the Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. (e) If, at the end of the Consultation Period, BHGE LLC and the Buyer have been unable to resolve any differences that they may have with respect to the Disputed Items specified in the Notice of Disagreement, BHGE LLC and the Buyer shall submit all Disputed Items that remain in dispute (the “Unresolved Disputed Items”) with respect to be selected the Notice of Disagreement (along with a copy of the Proposed Final Statement marked to indicate those line items that are not in the following manner: dispute) to (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee Ernst & Young LLP or, (ii) if the Parties are Ernst & Young LLP is unable to agree on or refuses to serve, then an Accounting Referee pursuant independent, internationally-recognized certified public accounting firm mutually acceptable to BHGE LLC and the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP Buyer (in care of either case, the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the “Independent Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 daysFirm”); provided, however, that, with respect to the foregoing clause (ii), if BHGE LLC and the Buyer are unable to agree upon such a firm within 10 Business Days after the end of the Consultation Period, then within an additional 10 Business Days, BHGE LLC and the Buyer shall each select one such firm and those two firms shall select a third such firm, in which event “Independent Accounting Firm” shall mean such third firm. Within 90 days after such firm’s selection, the Independent Accounting Firm shall make a final determination, binding on the Parties (absent manifest error), of the appropriate amount of each of the Unresolved Disputed Items in the Proposed Final Statement as to which BHGE LLC and the Buyer disagree as set out in the Notice of Disagreement. In making such determination, the Independent Accounting Firm shall be bound by the terms of this Agreement, including the Transaction Accounting Principles and the definition of Closing Working Capital, and shall make a determination solely with respect to Unresolved Disputed Items. The Independent Accounting Firm’s determination of any Unresolved Disputed Items shall be based solely on written materials, presentations and arguments submitted and/or made by BHGE LLC and the Buyer, and not by independent review. With respect to each Unresolved Disputed Items, such determination, if not in accordance with the position of either BHGE LLC or the Buyer, shall not be in excess of the amount that results in higher Closing Working Capital, nor less than the amount that results in lower Closing Working Capital, as advocated by BHGE LLC in the Notice of Disagreement or the Buyer in the Proposed Final Statement with respect to such Unresolved Disputed Items, respectively. During such determination period, the Independent Accounting Firm also shall (A) prepare a statement of Closing Working Capital based upon all of the line items not disputed by the Parties and the line items determined by the Independent Accounting Firm and (B) determine the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submittedClosing Working Capital reflected on such statement. The authority statement of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection Closing Working Capital that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be is final and binding on the Parties. The fees and expenses , as determined either through agreement of the Parties pursuant to Sections 2.05, 2.08(c) or 2.08(d), or through the action of the Independent Accounting Referee Firm pursuant to this Section 2.08(e), shall be referred to as the “Final Statement”. (f) The cost of the Independent Accounting Firm’s review and determination shall be borne equally by Spectra MLPBHGE LLC or the Buyer in inverse proportion to the value of the Disputed Items resolved in favor of each such Party. During the review by the Independent Accounting Firm, on one handBHGE LLC and the Buyer and their accountants will each make available to the Independent Accounting Firm interviews with such individuals, and SE Transmissionsuch information, books and records and work papers as may be reasonably required by the Independent Accounting Firm to fulfill its obligations under Section 2.08(e); provided, however, that the accountants of BHGE LLC or the Buyer shall not be obliged to make any work papers available to the Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after such firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (g) Except as set forth in the Transaction Accounting Principles, no fact or event, including any market or business development, occurring after the Closing Date, and no change in U.S. GAAP or Law after the Closing Date, shall be taken into consideration in the calculations to be made pursuant to this Section 2.08. (h) Within three Business Days after the Final Statement becomes final: (i) if the value of the Estimated Closing Working Capital is negative and the value of the Closing Working Capital as set forth on the Final Statement is less than the value of the Estimated Closing Working Capital, then BHGE LLC will pay or cause to be paid to the Buyer or its designee an amount, in cash, equal to the absolute value of the Closing Working Capital minus the absolute value of the Estimated Closing Working Capital to an account identified in writing by the Buyer; (ii) if the value of the Estimated Closing Working Capital is negative and the value of the Closing Working Capital as set forth on the Final Statement is (A) greater than the value of the Estimated Closing Working Capital and (B) less than zero, then the Buyer will pay or cause to be paid to BHGE LLC or its designee an amount, in cash, equal to the absolute value of the Estimated Closing Working Capital minus the absolute value of the Closing Working Capital to an account identified in writing by BHGE LLC; (iii) if the value of the Estimated Closing Working Capital is negative and the value of the Closing Working Capital as set forth on the Final Statement is zero or greater, then the Buyer will pay or cause to be paid to BHGE LLC or its designee an amount, in cash, equal to the sum of (A) the absolute value of the Estimated Closing Working Capital plus (B) the lesser of (1) the Closing Working Capital or (2) the Closing Receivables (in the case of clause (B), in either case, on the other hand.terms set forth in Section 2.11) to an account identified in writing by BHGE LLC; (eiv) Spectra MLP shall if the value of the Estimated Closing Working Capital is zero or greater and the value of the Closing Working Capital as set forth on the Final Statement is negative, then BHGE LLC will pay or cause to SE Transmission and MLP GPbe paid to the Buyer or its designee an amount, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreementcash, an amount in cash equal to the excess, if any, absolute value of Final Net the Closing Working Capital minus Reference Net to an account identified in writing by the Buyer; or (v) if the value of the Estimated Closing Working Capital (is positive and the “Refund Amount”)value of the Closing Working Capital is positive, then the Buyer will pay or SE Transmission and MLP GP shall paycause to be paid to BHGE LLC or its designee an amount, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreementcash, to Spectra MLP an amount in cash equal to the excess, if any, lesser of Reference Net (A) the Closing Working Capital minus Final Net Working Capital or (B) the “Adjustment Amount”Closing Receivables, in either case, on the terms set forth in Section 2.11). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.

Post-Closing Working Capital Adjustment. (ai) Within 45 forty-five (45) days following after the Closing Date, SE Transmission Seller shall deliver to Spectra MLP its estimate Buyers a consolidated balance sheet of Final the Acquired Companies (the “Closing Balance Sheet”) and Seller’s calculation (the “Closing Net Working Capital Statement”) of the Net Working Capital as of the Closing Date (the “Closing Net Working Capital”). Buyers shall permit Seller and its Representatives access to the personnel, premises, books and records, and other documents and data of the Buyers, Acquired Companies and RSG Companies in connection with the preparation of the Closing Balance Sheet and Closing Net Working Capital Statement. In conjunction with delivering the Closing Balance Sheet and Closing Net Working Capital Statement, Seller also shall deliver or make available to Buyers such work papers, schedules and detail reports used to support or calculate the Closing Balance Sheet and Closing Net Working Capital Statement. Seller shall also permit Buyers and their Representatives access to the accounting records and accountant work papers (if any) used in connection with the preparation of the Closing Balance Sheet and Closing Net Working Capital Statement. (bii) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 Buyers shall have thirty (30) days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final the Closing Balance Sheet and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Closing Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing Statement (the “Accounting RefereeDispute Period”) to be selected in examine the following manner: same and any work papers and records relating thereto and submit a notice to Seller of its objections (ithe “Dispute Notice”), if any, to the Closing Net Working Capital Statement. Such notice shall specify each item and amount as to which Buyers disagree (collectively, the “Disputed Items”) and the Parties shall basis of Buyers’ objections. If Buyers have seven additional days following not given a Dispute Notice to Seller within the aforementioned 30 day dispute resolution period Dispute Period, or if Seller and Buyers are able to mutually agree on resolve any objections raised by Buyer through negotiations, then the identity of the Accounting Referee orClosing Net Working Capital Statement, (ii) if the Parties are unable to agree on an Accounting Referee as revised pursuant to the preceding clause (i)such negotiations, SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such noticeif any, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Partiesparties. The fees If Seller and expenses Buyer are unable to resolve the Disputed Items within thirty (30) days after delivery of the Accounting Referee Dispute Notice, then the Disputed Items, and only the Disputed Items, shall be borne equally by Spectra MLP, on one handreferred for resolution to Xxxxx Xxxxxxx LLP, and SE Transmissionif Xxxxx Xxxxxxx LLP is unable or unwilling to accept the engagement, on the other hand. then to another independent certified public accounting firm mutually acceptable to Buyers and Seller (e) Spectra MLP shall pay to SE Transmission and MLP GPin any such case, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment AmountIndependent Accountants”). The Refund Amount or Adjustment Amount, as Independent Accountants may not be the case may be, regular outside accounting firm of any of the parties hereto. The Independent Accountants shall be paid by wire or interbank transfer instructed to complete their review of immediately available funds within 10 days following the agreement Disputed Items and any documentation submitted by the Parties or parties with respect thereto and to make a determination within forty-five (45) days after they are engaged, and the determination by the Accounting Referee decision of the Final Independent Accountants shall be final and binding on the parties absent manifest error. In resolving any Disputed Items, the Independent Accountants shall not assign a value to any item higher than the highest value for such item claimed by either Seller or Buyers or less than the lowest value for such item claimed by either one. The Independent Accountants shall prepare and forward to Buyers and Seller an explanation of their determination with respect to the Disputed Items identified in the Dispute Notice and a final Closing Balance Sheet and Closing Net Working Capital Statement, including the Closing Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4In such an event, the Parties agree to characterize such payments for all purposes as a reduction or refund revised Closing Balance Sheet and Closing Net Working Capital Statement and the Closing Net Working Capital determination shall be final and binding on the parties. The costs, expenses and fees of the net working capital contributed and not Independent Accountants shall be borne by the parties based upon the degree to which the Independent Accountants accept the parties’ respective positions. (iii) Payments in respect of Closing Net Working Capital shall be made as consideration for the transfer of the Contributed Interests.follows:

Post-Closing Working Capital Adjustment. (a) Within 45 days following If the Closing Datesum of the Company Net Working Capital and Company Cash on the Final Adjustment Statement is greater than the sum of the Estimated Net Working Capital plus $500,000 and the Estimated Cash, SE Transmission the Securityholders’ Representative and Acquiror shall deliver to Spectra MLP its estimate the Escrow Agent, within two (2) Business Days following the determination of the Final Net Working CapitalAdjustment Statement, a written notice executed by both parties instructing the Escrow Agent to make such payment to the Paying Agent for further distribution to the Escrow Participants together with the entirety of the Adjustment Escrow Account to the Escrow Participants, in each case in accordance with such Person’s Pro Rata Share of the Adjustment Escrow Amount. (b) If Spectra MLP objects the sum of the Company Net Working Capital and Company Cash on the Final Adjustment Statement is less than the sum of the Estimated Net Working Capital minus $500,000 and the Estimated Cash, Acquiror shall be entitled to SE Transmission’s estimatewithdraw from the Adjustment Escrow Amount the amount of such deficit. With respect to any payment to Acquiror pursuant to this Section 2.6, then it must provide the Securityholders’ Representative and Acquiror shall deliver to the Escrow Agent, within two (2) Business Days following the determination of the Final Adjustment Statement, a written objection notice, together with its estimate of Final Net Working Capital, notice executed by both parties instructing the Escrow Agent to SE Transmission within 30 days after receipt of SE Transmission’s estimatemake such payment to Acquiror from the Adjustment Escrow Amount. If no objection there is delivered within any remaining amount left in the Adjustment Escrow Account after such 30 dayspayment to Acquiror, then SE Transmission’s estimate it shall be final and bindingdistributed to the Paying Agent for further payment to the Escrow Participants, in each case in accordance with such Person’s Pro Rata Share of the Adjustment Escrow Amount. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to The parties agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute that the Adjustment Escrow Amount shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, maximum amount recoverable in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GPFinal Adjustment Statement, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts except in the manner provided in this Section 2.4 within 30 days; provided, however, the amount case of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding claims based on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other handFraud. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.

Post-Closing Working Capital Adjustment. ​ (a) Within 45 sixty (60) days following after the Closing Date, SE Transmission shall Buyer will prepare and deliver to Spectra MLP its estimate Seller an unaudited consolidated balance sheet of Final the Company as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and a written statement (together with the Closing Balance Sheet, the “Closing Statement”) (i) setting forth Buyer’s calculations of the Closing Net Working Capital and the amount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital or the amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital and (ii) detailing the amounts for each category of current assets or current liabilities set forth in Schedule A during such sixty (60) day period used to calculate the Closing Net Working Capital.. ​ (b) If Spectra MLP objects Seller has any objections to SE Transmission’s estimatethe Closing Statement, then it Seller must provide deliver to Buyer a written objection noticestatement (an “Objections Statement”) setting forth a description in reasonable detail of his objections thereto, together with its estimate of Final Net Working Capitalincluding the basis for the objection, proposed adjustment amount and supporting calculations. If an Objections Statement is not delivered to SE Transmission Buyer within 30 sixty (60) days after receipt delivery of SE Transmission’s estimatethe Closing Statement, the Closing Statement will be final, binding and non-appealable by the Parties. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding.​ ​ ​ ​ (c) If Spectra MLP objects Seller timely delivers an Objections Statement to Buyer, then Buyer and Seller will negotiate in a timely manner and Spectra MLP and SE Transmission good faith to resolve any objections set forth in the Objections Statement, but if they are unable to agree upon Final Net Working Capital within 30 resolve all disputed items by the end of thirty (30) days after SE Transmission’s receipt the date of Spectra MLP’s objectiondelivery of the Objections Statement, then such the remaining items in dispute shall will be resolved by referring the disputed items relating submitted to such calculation Buyer’s Accountants for resolution acting as an accounting expert and not as an arbitrator, or if that firm is unwilling or unable to an serve, Buyer and Seller will engage another mutually agreeable independent accounting firm of recognized national standing (such selected independent accounting firm, the “Independent Accounting RefereeFirm”). Buyer and Seller will use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) to be selected days after the date of appointment. The Independent Accounting Firm may address only those items and amounts which are identified in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties Objections Statement as being items which Seller and Buyer are unable to agree on an resolve, and the Independent Accounting Referee pursuant to Firm’s determination shall be within the preceding clause (i), SE Transmission will select three candidates range proposed by Buyer and deliver a written notice containing the names of such candidates to Spectra MLP (in care Seller. The resolution of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined dispute by the Independent Accounting Referee shall Firm will be no greater than the higher amount submitted final, binding and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding non-appealable on the Parties. The fees and expenses of the Independent Accounting Referee shall Firm will be borne allocated equally by Spectra MLP, on one hand, between Buyer and SE Transmission, on the other hand.Seller. ​ (ed) Spectra MLP shall If the final Closing Net Working Capital as calculated above is greater than the Target Closing Net Working Capital, then Buyer will pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, Seller an amount in cash immediately available funds equal to any such excess and if the final Closing Net Working Capital as calculated above is less than the Target Closing Net Working Capital, then any such deficiency (“Working Capital Deficiency Amount”) shall be made initially against and result from the cancellation of escrowed Buyer Shares at a per share price equal to the excessIssuance Price and then subsequently against cash deposited in the Escrow Account. Any cash payments will be made by wire transfer in immediately available funds to a bank account designated by Seller or Buyer, as applicable, within five (5) Business Days following the final determination referred to above. If there is a Working Capital Deficiency Amount, Buyer shall cancel the specified number of escrowed Buyer Shares and issue a new original stock certificate for the remaining Buyer Shares (if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash ) at a per share price equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall Issuance Price to be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration held for the transfer purpose of securing any potential indemnification obligations of Seller and the Contributed Interests.Company referenced in Article VI. ​

Post-Closing Working Capital Adjustment. (ai) Within 45 After the Closing, the Buyer shall prepare a statement of the Working Capital of PAMC (the "Draft Statement") as of the close of business on the Closing Date. The Draft Statement shall be prepared in conformity with GAAP applied on a basis consistent with that applied in the preparation of the Balance Sheet of PAMC, with only such deviations from GAAP as are referred to in the notes to such Balance Sheet, if any, except that the Draft Statement shall not reflect year-end adjustments. The Buyer shall deliver the Draft Statement to the PAMC Representative not later than ninety (90) calendar days following the Closing Date, SE Transmission shall deliver to Spectra MLP its estimate of Final Net Working Capital. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee Draft Statement shall be final and binding on upon the Parties. The fees Buyer and expenses the PAMC Shareholders unless, within thirty (30) calendar days of delivery of the Accounting Referee Draft Statement to the PAMC Representative, the PAMC Representative delivers to the Buyer a written report objecting to the Draft Statement. Any such objections shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on set forth in reasonable detail in a written report (an "Objection Report") that shall indicate the other handgrounds upon which the PAMC Representative disputes the Draft Statement. (eiii) Spectra MLP For purposes of the purchase price adjustment set forth in Section 2.2(d)(iv) hereof, "Closing Working Capital" shall pay mean Working Capital of PAMC as set forth in the Draft Statement delivered by the Buyer pursuant to SE Transmission and MLP GPSection 2.2(d)(i) hereof, unless the PAMC Representative delivers an Objection Report, in proportion to such Party’s ownership which case the determination of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (of PAMC by the “Refund Amount”), Buyer and the PAMC Representative or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of by the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment AmountIndependent Accounting Firm, as the case may be, pursuant to Section 2.2(d)(v) hereof shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net "Closing Working Capital" for purposes hereof. To Such determination of Closing Working Capital shall have the extent that Spectra MLP makes payment to SE Transmission legal effect of an arbitral award and MLP GP under this Section 2.4shall be final, binding, and conclusive on the Parties agree to characterize such payments for all purposes as a reduction or refund of Buyer and the net working capital contributed and not as consideration for the transfer of the Contributed InterestsPAMC Shareholders.

Post-Closing Working Capital Adjustment. (a) Within 45 days Buyer shall cooperate with the Distribution Trust Representative to jointly prepare the following documents within forty-five Business Days following the Closing Date: (i) an unaudited consolidated balance sheet of the Company as of immediately prior to the Closing (the "Final Balance Sheet"), prepared in good faith applying the Company Accounting Principles and Policies, and (ii) a schedule (the "Final Pre-Closing Working Capital Schedule" and, together with the Final Balance Sheet, the "Closing Financials"), based on the Final Balance Sheet, setting forth (A) a calculation of the Working Capital of the Company as of immediately prior to the Closing ("Final Pre-Closing Working Capital") and (B) a calculation of the amount by which the (c) shall not apply. If Buyer and the Distribution Trust Representative are unable to so agree, then within fifty Business Days following the Closing Date, SE Transmission Buyer shall deliver to Spectra MLP its estimate the Distribution Trust Representative the Closing Financials that Buyer determines satisfy this Section 1.05(a) and all the remaining provisions of Final Net Working Capitalthis Section 1.05 shall apply. (b) If Spectra MLP objects to SE Transmission’s estimateThe Distribution Trust Representative may notify Buyer in writing within five Business Days following delivery of the Closing Financials as prepared by Buyer (the "Dispute Period") that (i) the Distribution Trust Representative agrees with the Working Capital Amount Due as calculated by Buyer (an "Approval Notice") or (ii) the Distribution Trust Representative disagrees with the Working Capital Amount Due as prepared by Buyer, then it must provide identifying in reasonable detail the items of such Closing Financials with which the Distribution Trust Representative disagrees (a written objection notice"Dispute Notice"). Upon receipt by Buyer of a Dispute Notice, together with its estimate Buyer will use good faith efforts during the ten Business Day period following the date of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimatea Dispute Notice (the "Resolution Period") to resolve with the Distribution Trust Representative any differences they may have as to the calculation of the Working Capital Amount Due. During the Dispute Period and Resolution Period, Buyer shall cause the Company to provide to the Distribution Trust Representative such reasonable access during normal business hours to financial and other information of the Company as he or she may request in good faith to assess the Closing Financials. If Buyer and the Distribution Trust Representative cannot reach written agreement during the Resolution Period, within five Business Days thereafter, their disagreements, limited to those issues still in dispute (the "Disputed Items"), shall be promptly submitted for arbitration before PricewaterhouseCoopers LLP or another independent Accounting Firm mutually satisfactory to Buyer and the Distribution Trust Representative (the "Independent Accountant"), which firm shall conduct such additional review as is necessary to resolve the Disputed Items. Based upon such review, the Independent Accountant shall prepare a schedule (the "Independent Accountant Schedule") setting forth (A) its determination of the Disputed Items, (B) its calculation of the Working Capital of the Company as of immediately prior to the Closing and (C) its calculation of the Working Capital Amount Due. The Independent Accountant Schedule shall be completed by the Independent Accountant as promptly as practicable but in no objection is delivered within such 30 daysevent later than twenty days following the selection of the Independent Accountant and shall be confirmed by the Independent Accountant in writing to, then SE Transmission’s estimate and shall be final and bindingbinding on, Buyer and the Distribution Trust for purposes of this Section 1.05. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee Independent Accountant shall be borne paid equally by Spectra MLPBuyer and the Distribution Trust. (d) If the Working Capital Amount Due is owed to Buyer, on one handthen no later than the second Business Day after, as applicable, the (i) receipt by Buyer of an Approval Notice, (ii) expiration of the Dispute Period if Buyer has not received an Approval Notice or a Dispute Notice within such period, (iii) expiration of the Resolution Period if Buyer and SE Transmissionthe Distribution Trust Representative have resolved any differences regarding the Working Capital Amount Due within such period and (iv) receipt of the Independent Accountant Schedule (the date of such applicable event, on the other hand"Escrow Determination Date"), Buyer and the Distribution Trust Representative shall deliver a written notice to the Escrow Agent pursuant to the Escrow Agreement instructing the Escrow Agent to pay (A) the Working Capital Amount Due from the Escrow Amount to Buyer and (B) the remainder of the Escrow Amount, if any, to the Distribution Trust, as part of the Purchase Price, for the distribution of such amount pursuant to the Plan, in each case by wire transfer of immediately available funds, without setoff or deduction of any kind, within two Business Days of receipt of such letter of instruction. (e) Spectra MLP If the Working Capital Amount Due is owed to the Distribution Trust, then no later than the second Business Day after the Escrow Determination Date, (A) Buyer shall, on behalf of the Company and as part of the Purchase Price, pay the Working Capital Amount Due to the Distribution Trust for the distribution of such amount pursuant to the Plan and (B) Buyer and the Distribution Trust Representative shall pay deliver a written notice to SE Transmission and MLP GPthe Escrow Agent pursuant to the Escrow Agreement instructing the Escrow Agent to pay, within two Business Days of receipt of such letter of instruction, the Escrow Amount, also as part of the Purchase Price, to the Distribution Trust for the distribution of such amount pursuant to the Plan, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the each case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties funds, without set-off or the determination by the Accounting Referee deduction of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsany kind.

Post-Closing Working Capital Adjustment. (ai) Within 45 sixty (60) days following the Closing Date, SE Transmission or as soon thereafter as reasonably practicable, Purchaser shall deliver prepare and deliver, or cause to Spectra MLP its estimate of Final Net be prepared and delivered, to Frost a statement (the “Closing Working Capital Statement”) setting forth the Actual Working Capital, which statement shall include a consolidated balance sheet of the Company as of the Closing Date and a detailed computation of the Actual Working Capital. If the Actual Working Capital exceeds the Target Working Capital, then Purchaser shall pay to Sellers the amount of such excess (with each Seller receiving a pro rata portion thereof based upon the allocation of Closing Cash), and, if the Actual Working Capital is less than the Target Working Capital, then Sellers shall pay to Purchaser the amount of such deficiency (with each Seller paying a pro rata portion thereof based upon the allocation of Closing Cash). Any payment required under this Section 1.3(b)shall be paid by the obligated party or parties, as applicable, within thirty (30) days of the final determination of Actual Working Capital in accordance with Section 1.3(b)(ii) below. (bii) If Spectra MLP objects to SE Transmission’s estimateUnless Frost, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 thirty (30) days after receipt of SE Transmission’s estimatethe Closing Working Capital Statement, delivers to Purchaser a notice objecting thereto and specifying in reasonable detail the basis for such objection and the amount in dispute, such Closing Working Capital Statement shall be considered accepted, final and binding upon the parties. If no objection is delivered In the event Frost, within such 30 daysthirty (30) day period, delivers such an objection notice to Purchaser, then SE TransmissionPurchaser shall cause Purchaser’s estimate Accountants, and Frost shall be final and binding. cause Sellers’ Accountants, to use their best efforts for thirty (c30) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable days after delivery of Frost’s objection notice to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of adjustment amounts. Upon the expiration of such thirty (30) day period, any party may submit in writing for resolution to the seven day period referred Independent Accountants any dispute with respect to the computation of the adjustment amount which has not been resolved. As promptly as practicable, but in no event later than thirty (30) days after such submission, the preceding clause (i) parties shall cause their respective accountants to deliver to the Independent Accountants written submissions in support of their respective positions regarding such dispute and within five days shall direct the Independent Accountants to resolve such dispute based solely on such written submissions without any independent investigation of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting RefereeCompany’s books and records. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount decision of the Adjustment Amount or Refund Amount, as applicable, determined by Independent Accountants with respect to the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority computation of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee adjustment amounts shall be final and binding on each of the Partiesparties hereto. The costs of the Independent Accountants with respect to the computation of the adjustment amount shall be shared equally between the parties, except that if the Independent Accountants resolve certain disputed items in favor of one party and certain disputed items in favor of the other party, the Independent Accountants may designate the party in whose favor the greater amount of disputed items (measured in dollars awarded that party) as the prevailing party and direct the other party to pay a greater portion of the fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other handcosts. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.

Post-Closing Working Capital Adjustment. (a) Within 45 60 days following after the Closing Date, SE Transmission shall the Seller will prepare and deliver to Spectra MLP its estimate the Purchaser a written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Business as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Seller’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet (the “Final Closing Net Working Capital”) and (iii) the Seller’s calculation of the amount of any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). The Closing Balance Sheet and Final Closing Net Working Capital will be prepared in accordance with Schedule 2.7(a). (b) If Spectra MLP objects During the preparation of the Adjustment Notice, the Purchaser will, and will cause each of its Affiliates to, upon reasonable notice and during normal business hours and without unreasonable interference with the operation of the Business, (i) provide the Seller and the Seller’s representatives with full access to SE Transmissionthe books, records, facilities, employees, financial information and other such information of the Business and (ii) cooperate fully with the Seller and the Seller’s estimaterepresentatives, then it must provide including by providing on a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and bindingtimely basis all information necessary or useful in preparing the Adjustment Notice. (c) Within 45 days after delivery of the Adjustment Notice, the Purchaser will either: (i) agree in writing with the Adjustment Calculation, in which case such calculation will be final and binding on the parties for purposes of Section 2.7(g); or (ii) dispute the Adjustment Calculation by delivering to the Seller a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. For purposes of this Section 2.7(c), the Purchaser may not deliver a Dispute Notice unless the aggregate value of all such disputed items exceeds $100,000. (d) If Spectra MLP objects the Purchaser fails to take either of the foregoing actions within 45 days after delivery of the Adjustment Notice, then the Purchaser will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g). (e) If the Purchaser timely delivers a timely manner Dispute Notice to the Seller, then the Purchaser and Spectra MLP the Seller will attempt in good faith, for a period of 30 days, to agree on the Adjustment Calculation for purposes of Section 2.7(g). Any resolution by the Purchaser and SE Transmission the Seller during such 30-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.7(g). If the Purchaser and the Seller do not resolve all disputed items by the end of 30 days after the date of delivery of the Dispute Notice, then the Purchaser and the Seller will submit the remaining items in dispute to Ernst & Young for resolution, or if that firm is unwilling or unable to serve, the Purchaser and the Seller will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Seller. If the Purchaser and the Seller are unable to agree upon Final Net Working Capital jointly select such independent accounting firm within 30 10 days after SE Transmission’s receipt of Spectra MLP’s objectionsuch 30-day period, then such dispute shall be resolved by referring the disputed items relating to such calculation to Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized national standing (and such selected accounting firms will select a third independent accounting firm of recognized national standing, which firm is not the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity regular auditing firm of the Accounting Referee or, (ii) if Purchaser or the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 daysSeller; provided, however, that if either the amount of Purchaser, on the Adjustment Amount one hand, or Refund Amountthe Seller, as applicableon the other hand, determined fail to select such independent accounting firm during this 10-day period, then the parties agree that the independent accounting firm selected by the Accounting Referee shall other party will be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved independent accounting firm selected by the Parties. The parties for purposes of this Section 2.7 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damagesFirm”). The Purchaser and the Seller will instruct the Independent Accounting Firm to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting Adjustment Calculation. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm’s determination of the Adjustment Amount or the Refund Amount, Calculation as applicable, by the Accounting Referee shall set forth in its report will be final and binding on the Partiesparties for purposes of Section 2.7(g). The Seller will revise the Closing Balance Sheet and the calculation of the Final Closing Net Working Capital as appropriate to reflect the resolution of the items in dispute pursuant to this Section 2.7(e). The fees and expenses of the Independent Accounting Referee shall Firm will be borne equally shared by Spectra MLPthe Purchaser and the Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, on one hand, and SE Transmission, on the other handrespectively. (ef) Spectra MLP shall pay For purposes of complying with this Section 2.7, the Purchaser and the Seller will furnish to SE Transmission each other and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. (g) If the Final Closing Net Working Capital minus Reference as finally determined pursuant to this Section 2.7 is less than the Estimated Closing Net Working Capital, then the Seller will pay to the Purchaser the amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the date of such payment at a rate of 6% per annum. If the Final Closing Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior as finally determined pursuant to this AgreementSection 2.7 is greater than the Estimated Closing Net Working Capital, then the Purchaser will pay to Spectra MLP an the Seller the amount of such difference in cash equal plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the date of such payment at a rate of 6% per annum. (h) Any payment to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall Purchaser pursuant to Section 2.7(g) will be paid effected by wire or interbank transfer of immediately available funds from the Seller to an account designated by the Purchaser, and any payment to the Seller pursuant to Section 2.7(g) will be effected by wire transfer of immediately available funds to an account designated by the Seller. Such payments will be made within 10 days five Business Days following the agreement by the Parties or the final determination by the Accounting Referee of the Final Closing Net Working CapitalCapital in accordance with this Section 2.6. (i) The purpose of this Section 2.7 is to determine the final Purchase Price to be paid by the Purchaser under this Agreement. To Accordingly, any adjustment pursuant hereto will neither be deemed to be an indemnification pursuant to Article 8, nor preclude the Purchaser from exercising any indemnification rights pursuant to Article 8; provided, however, that in no event will the Seller be obligated to indemnify any Purchaser Indemnified Party for any Loss as a result of, or based upon or arising from, any Liability, to the extent that Spectra MLP makes payment such Liability is reflected in the calculation of the Final Closing Net Working Capital as finally determined pursuant to SE Transmission and MLP GP under this Section 2.4, 2.7. Any payment made pursuant to this Section 2.7 will be treated by the Parties agree to characterize such payments parties for all purposes as a reduction or refund of an adjustment to the net working capital contributed Initial Purchase Price and will not be subject to offset for any reason. The Initial Purchase Price as consideration for so adjusted and as adjusted pursuant to Section 2.15 is referred to in this Agreement as the transfer of the Contributed Interests“Purchase Price.”

Post-Closing Working Capital Adjustment. (a) Within 45 days following No later than April 15, 2023, Buyer will prepare and deliver to Sellers’ Representative an audited consolidated balance sheet of the Company as of December 31, 2022 (the “Audited Balance Sheet”) and a written statement (the “Closing Statement”) setting forth Buyer’s calculations of (i) the Closing Date, SE Transmission shall deliver Net Working Capital and the amount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital or the amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital and (ii) detailing the amounts for each category of current assets or current liabilities set forth in Schedule A used to Spectra MLP its estimate of Final calculate the Closing Net Working Capital. (b) If Spectra MLP objects Sellers’ Representative has any objections to SE Transmission’s estimatethe Closing Statement, then it Sellers’ Representative must provide deliver to Buyer a written objection noticestatement (an “Objections Statement”) setting forth a description in reasonable detail of his objections thereto, together with its estimate of Final Net Working Capitalincluding the basis for the objection, proposed adjustment amount and supporting calculations. If an Objections Statement is not delivered to SE Transmission Buyer within 30 sixty (60) days after receipt delivery of SE Transmission’s estimate. If no objection is delivered within such 30 daysthe Closing Statement, then SE Transmission’s estimate shall the Closing Statement will be final final, binding and bindingnon-appealable by the Parties. (c) If Spectra MLP objects Sellers’ Representative timely delivers an Objections Statement to Buyer, then Buyer and Sellers’ Representative will negotiate in a timely manner and Spectra MLP and SE Transmission good faith to resolve any objections set forth in the Objections Statement, but if they are unable to agree upon Final Net Working Capital within 30 resolve all disputed items by the end of thirty (30) days after SE Transmission’s receipt the date of Spectra MLP’s objectiondelivery of the Objections Statement, then such the remaining items in dispute shall will be resolved by referring the disputed items relating submitted to such calculation Buyer’s Accountants for resolution acting as an accounting expert and not as an arbitrator, or if that firm is unwilling or unable to an serve, Buyer and Sellers’ Representative will engage another mutually agreeable independent accounting firm of recognized national standing (such selected independent accounting firm, the “Independent Accounting RefereeFirm”). Buyer and Sellers’ Representative will use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) to be selected days after the date of appointment. The Independent Accounting Firm may address only those items and amounts which are identified in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties Objections Statement as being items which Sellers’ Representative and Buyer are unable to agree on an resolve, and the Independent Accounting Referee pursuant to Firm’s determination shall be within the preceding clause (i), SE Transmission will select three candidates range proposed by Buyer and deliver a written notice containing the names of such candidates to Spectra MLP (in care Sellers’ Representative. The resolution of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined dispute by the Independent Accounting Referee shall Firm will be no greater than the higher amount submitted final, binding and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding non-appealable on the Parties. The fees and expenses of the Independent Accounting Referee shall Firm will be borne allocated equally by Spectra MLP, between Buyer and Sellers’ Representative on one hand, and SE Transmission, on behalf of the other handSellers. (ei) Spectra MLP shall If the final Closing Net Working Capital as calculated above is greater than the Target Closing Net Working Capital, then Buyer will pay to SE Transmission and MLP GP, in proportion to such Party’s ownership each of the Saltville Companies prior to this AgreementSellers, Jxxxx Xxxxxx and Exxxxx Xxxxxx an amount in cash immediately available funds equal to their respective Pro Rata Share of any such excess; and (ii) if the excess, if any, of Final final Closing Net Working Capital minus Reference as calculated above is less than the Target Closing Net Working Capital (such deficiency, the “Refund Working Capital Deficiency Amount”), or SE Transmission the Sellers’ Representative and MLP GP Buyer shall pay, in proportion provide joint written instructions to such Party’s ownership of the Saltville Companies prior Escrow Agent to this Agreement, pay to Spectra MLP Buyer an amount in cash Buyer Shares equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital Deficiency from the Buyer Shares deposited in the Escrow Account; (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall 1) cash payments pursuant to this Section 2.05(d) will be paid made by wire or interbank transfer of in immediately available funds to, with respect to each of the Sellers, Jxxxx Xxxxxx and Elodie Crichi, the bank account designated by such party in writing pursuant to Section 2.04(a) above and (2) Buyer Share payments pursuant to this Section 2.05(d) will be made to the Buyer in accordance with the joint written instructions provided to the Escrow Agent in accordance with Section 2.05(d)(ii), in each case, within 10 days five (5) Business Days following the agreement by the Parties or the final determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment referred to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsabove.

Post-Closing Working Capital Adjustment. (a) Within 45 days following QuadraMed shall cause to be internally prepared and delivered to Eclipsys as soon as practicable, and in any event on the Closing Date, SE Transmission a balance sheet (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall deliver be prepared in accordance with GAAP and shall be accompanied by a computation of the working capital of Med Data. Eclipsys shall have until thirty (30) days after the Closing Date to Spectra MLP review such computation and in the event Eclipsys disagrees, Eclipsys shall identify and notify QuadraMed as to any amount to which it disagrees (the "Disputed Working Capital Amount") along with the basis for its estimate objections in reasonable detail. If the amount of Final Net working capital set forth in the Closing Date Balance Sheet is less than $138,324, the Closing Consideration shall be adjusted downward by such amount (the "Post-Closing Working CapitalCapital Adjustment"). Any amount of the Post-Closing Working Capital Adjustment that is not in dispute shall be paid by Eclipsys to QuadraMed within five (5) business days by wire transfer to an account designated by QuadraMed. To the extent there is any Disputed Working Capital Amount, the parties agree to resolve such dispute by utilizing the procedures set forth in Section 2.5(b). (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide the parties do not obtain a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission final resolution within 30 twenty (20) days after QuadraMed's receipt of SE Transmission’s estimatea statement of objections, QuadraMed and Eclipsys will select an accounting firm mutually acceptable to them to resolve any remaining objections. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final QuadraMed and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties Eclipsys are unable to agree on a choice of an Accounting Referee pursuant accounting firm, such accounting firm will be selected by lot from a list of nationally recognized accounting firms, after excluding the regular outside accounting firms of QuadraMed and Eclipsys. The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding on the parties. If the accounting firm determines that QuadraMed is entitled under this Section 2.5(b) to payment of all of any portion of the Disputed Working Capital Amount from Eclipsys, Eclipsys shall pay such amount with interest from the Closing Date to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing date such amount was actually paid at the names of such candidates prime rate specified in The Wall Street Journal from time to Spectra MLP (in care of time. In the Conflicts Committee) within five days of event the expiration of the seven day period referred parties submit any unresolved objections to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve an accounting firm for resolution as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided2.5(b), however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee accounting firm shall be borne equally by Spectra MLP, on one hand, QuadraMed and SE Transmission, on the other handEclipsys. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.

Post-Closing Working Capital Adjustment. (a) Within 45 sixty (60) days following after the Closing Date, SE Transmission Buyer shall prepare and deliver to Spectra MLP its estimate the Sellers a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of Final the difference between (i) the Closing Working Capital and (ii) the Estimated Closing Working Capital (such difference, which may be a positive or a negative amount, the “Net Working CapitalAdjustment Amount”); provided, that if Buyer does not deliver the Closing Statement within such sixty (60)‑day period, then the Estimated Closing Statement shall be deemed to be the Closing Statement. Each Party shall provide to each other Party such data and information as such other Party may reasonably request in connection with the preparation and review of the Closing Statement. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate The Closing Statement shall become final and binding upon the Parties upon the earlier of Final Net Working Capital, to SE Transmission within 30 the date that is (i) fifteen (15) days after receipt thereof by the Sellers or (ii) ten (10) days after the expiration of SE Transmission’s estimatethe sixty (60)‑day period specified in Section 3.2(a) in the event Buyer does not deliver a Closing Statement within such period (the “Final Settlement Date”) unless any Seller delivers written notice of its disagreement (“Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any such disagreement. If no objection a Notice of Disagreement is delivered within such 30 daysreceived by Buyer, then SE Transmission’s estimate the Closing Statement (as revised in accordance with Section 3.2(c), if applicable) shall be become final and bindingbinding on the Parties on, and the Final Settlement Date shall be, the earlier of (A) the date upon which the Sellers and Buyer agree in writing with respect to all matters specified in the Closing Statement and (B) the date upon which the Final Statement is issued by the Arbitrator. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 During the first twenty (20) days after SE Transmission’s receipt the date upon which Buyer receives a Notice of Spectra MLP’s objectionDisagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)‑day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, then such the matters that remain in dispute shall may be resolved by referring the disputed items relating to such calculation submitted to an independent accounting firm of recognized national standing arbitrator (the “Accounting RefereeArbitrator”) by any Seller or Buyer for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm mutually agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. The Sellers, collectively on the one hand, and Buyer, on the other hand, shall, not later than seven (7) days prior to be selected the hearing date set by the Arbitrator, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Statement) for settlement of any amounts set forth in the following manner: Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator to render a decision (which decision shall include a written statement of findings and conclusions) resolving the matters in dispute in accordance with this Section 3.2(c), within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Closing Working Capital and shall issue the Final Statement reflecting such decisions. The Arbitrator shall (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee oract as an arbitrator and not as an expert, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause address only those items in dispute and, (i)iii) for each item, SE Transmission will select three candidates and deliver not assign a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no value greater than the higher amount submitted and no lower greatest value for such item claimed by either the Sellers or Buyer or smaller than the lower amount submittedsmallest value for such item claimed by either the Sellers or Buyer. The authority decision of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee Arbitrator shall be final and binding on the Parties. The Sellers, on the one hand, and Buyer, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay Arbitrator pursuant to SE Transmission and MLP GP, this Section 3.2(c). As used in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal the term “Final Statement” shall mean (A) the Closing Statement delivered pursuant to Section 3.2(a), as subsequently adjusted, if applicable, pursuant to this Section 3.2(c) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the excessArbitrator, any amendments or modifications to the Closing Statement decided by the Arbitrator or (B) if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”Closing Statement is not delivered within the period specified in Section 3.2(a), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed InterestsEstimated Closing Statement.

Post-Closing Working Capital Adjustment. (a) Within 45 ninety (90) days following the Closing Date, SE Transmission Buyer shall prepare and deliver to Spectra MLP its estimate of Final the Sellers’ Representative a statement (the “Closing Statement”) setting forth the Closing Company Cash, the Closing Indebtedness, the Closing Transaction Expenses and the Closing Net Working CapitalCapital and Buyer’s resulting calculation of the Initial Purchase Price. The Closing Statement shall be prepared in accordance with the applicable definitions set forth in this Agreement. The Sellers’ Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30) days immediately following the Sellers’ Representative’s receipt of the Closing Statement and any period of dispute with respect thereto thereafter, Buyer shall provide the Sellers’ Representative with reasonable access during normal business hours to the relevant books, records and documents supporting data for purposes of its review of the Closing Statement. The Closing Statement and the resulting calculation of the Initial Purchase Price shall become final and binding on the parties thirty (30) days following the Sellers’ Representative’s receipt thereof unless the Sellers’ Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date specifying in reasonable detail the nature and dollar amount of any disagreement so asserted; provided that the Closing Statement and the resulting calculation of the Initial Purchase Price shall become final and binding upon the parties upon the Sellers’ Representative’s delivery, prior to the expiration of the thirty (30) day period, of written notice to Buyer of its acceptance of the Closing Statement. (b) If Spectra MLP objects to SE Transmission’s estimatea timely Notice of Disagreement is received by Buyer, then it must provide a written objection noticethe Closing Statement (as revised in accordance with this Section 2.4), together with its estimate and the resulting calculation of Final Net Working Capitalthe Initial Purchase Price, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be become final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree binding upon Final Net Working Capital within 30 days after SE Transmission’s receipt the parties on the earlier of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following date any and all matters specified in the aforementioned 30 day dispute resolution period to mutually agree on Notice of Disagreement are finally resolved in writing by the identity of the Accounting Referee or, Sellers’ Representative and Buyer and (ii) if the Parties date any and all matters specified in the Notice of Disagreement not resolved by the Sellers’ Representative and Buyer are unable to agree on an Accounting Referee pursuant finally resolved in writing by the Expert. The Closing Statement shall be revised to the preceding clause extent necessary to reflect any resolution by the Sellers’ Representative and Buyer and any final resolution made by the Expert in accordance with this Section 2.4(b). During the twenty (i)20) days immediately following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and Buyer may agree in writing, SE Transmission will select three candidates the Sellers’ Representative and deliver a written notice containing Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the names Notice of Disagreement. At the end of such candidates twenty (20) day period, the Sellers’ Representative and Buyer shall submit to Spectra MLP the Expert for review and resolution of any and all matters (but only such matters) which remain in care dispute and which were included in the Notice of Disagreement. Buyer and Sellers’ Representative shall instruct the Expert to make a final determination of the Conflicts Committee) within five days of the expiration of the seven day period referred to items included in the preceding clause Closing Statement (ito the extent such amounts are in dispute) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection accordance with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date terms of this Agreement. . Buyer and the Sellers’ Representative will cooperate (dand Buyer shall cause the Company to cooperate) The Accounting Referee with the Expert during the term of its engagement. Buyer and Sellers’ Representative shall be instructed upon appointment instruct the Expert not to, assign a value to determine the disputed amounts any item in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no dispute greater than the higher amount submitted and no lower greatest value for such item assigned by Buyer, on the one hand, or the Sellers’ Representative, on the other hand, or less than the lower amount submittedsmallest value for such item assigned by Buyer, on the one hand, or the Sellers’ Representative, on the other hand. The authority Buyer and Sellers’ Representative shall also instruct the Expert to make its determination based solely on presentations by Buyer and Sellers’ Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damagesan independent review). The Closing Statement, the determination of the Adjustment Amount or Closing Indebtedness, the Refund Amount, as applicable, by Closing Transaction Expenses and the Accounting Referee Closing Net Working Capital and the resulting calculation of the Initial Purchase Price shall be become final and binding on the Partiesparties hereto on the date the Expert delivers its final resolution in writing to Buyer and the Sellers’ Representative (which final resolution shall be delivered not more than thirty (30) days following submission of such disputed matters), and such resolution by the Expert shall not be subject to court review or otherwise appealable. The fees and expenses of the Accounting Referee Expert pursuant to this Section 2.4(b) shall be borne equally by Spectra MLPthe Company, on the one hand, and SE Transmissionthe Seller Indemnifying Parties (based on each Seller Indemnifying Party’s Fully Diluted Pro Rata Percentages), on the other hand, based upon the percentage which the aggregate portion of the contested amount awarded to each party bears to the amount actually contested by such party, as determined by the Expert. For example, if the Sellers’ Representative claims the Initial Purchase Price is $1,000 greater than the amount determined by Buyer, and Buyer contests only $500 of the amount claimed by the Sellers’ Representative, and if the Expert ultimately resolves the dispute by awarding the Seller Indemnifying Parties $300 of the $500 contested, then the costs and expenses of the Expert will be allocated 60% (i.e., 300 ÷ 500) to the Company and 40% (i.e., 200 ÷ 500) to the Seller Indemnifying Parties. (ec) Spectra MLP shall pay to SE Transmission and MLP GP, If the Initial Purchase Price as finally determined in proportion to such Party’s ownership of the Saltville Companies prior to accordance with this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital Section 2.4 (the “Refund Definitive Initial Purchase Price”) is greater than the Estimated Initial Purchase Price (the positive amount by which the Definitive Initial Purchase Price exceeds the Estimated Initial Purchase Price, the “Working Capital Surplus Amount”), or SE Transmission then Buyer, within ten (10) Business Days after the Closing Statement becomes final and MLP GP shall pay, binding in proportion to such Party’s ownership of accordance with the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital terms hereof (the “Adjustment AmountClosing Statement Date”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid make payment to the Paying Agent, by wire or interbank transfer of immediately available funds within 10 days following funds, an amount equal to the agreement by Working Capital Surplus Amount (a “Working Capital Surplus Payment”) for disbursement to the Seller Indemnifying Parties in accordance with each Seller Indemnifying Party’s Fully Diluted Pro Rata Percentage; provided, however, that the Paying Agent’s disbursement for the portion of such Working Capital Surplus Payment to be paid to the Former In-the-Money Option Holders in respect of their In-the-Money Vested Options who are or the determination by the Accounting Referee were employees of the Final Net Working Capital. To Company be remitted directly to the extent that Spectra MLP makes Company (or any Affiliate thereof or successor thereto) for payment to SE Transmission and MLP GP under this via payroll in accordance with Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.2.3

Post-Closing Working Capital Adjustment. (a) Within 45 days As soon as reasonably practicable following the Closing Date, SE Transmission and in no event more than 30 Business Days thereafter, Buyer shall cause the Company to prepare and deliver to Spectra MLP its estimate Buyer, Parent and Maestro the Adjustment Amount Balance Sheet, together with schedules calculating the Working Capital Amount, including a separate listing, by account, of Final Net Working Capitalthe total accounts receivable of the Company outstanding as of the Closing (the "Closing Accounts Receivable List") and any payments required under Section 1.4(e), and setting forth such calculations in reasonable detail (collectively, the "Adjustment Amount Documents"). The parties shall consult with one another and cooperate with each other in the preparation of the Adjustment Amount Documents in accordance with this Section 1.4, and Buyer shall cause the Company to provide access to such working papers and information relating to the preparation thereof as reasonably requested by the parties. (b) If Spectra MLP objects Within 15 Business Days after delivery to SE Transmission’s estimateBuyer, then it must provide Parent and Maestro of the Adjustment Amount Documents, each of Buyer, Parent or Maestro may dispute all or a portion of such Adjustment Amount Documents by giving written objection notice, together notice (a "Notice of Disagreement") to the other parties setting forth in reasonable detail the basis for any such dispute (any such dispute a "Disagreement"). The parties shall promptly commence good faith negotiations with its estimate of Final Net Working Capital, a view to SE Transmission within 30 days after receipt of SE Transmission’s estimateresolving all such Disagreements. If no objection is delivered none of Buyer, Parent nor Maestro provides a Notice of a Disagreement within such 30 daysthe 15-Business Day period set forth in this Section 1.4, then SE Transmission’s estimate the parties shall be final and bindingdeemed to have accepted such Adjustment Amount Documents in the form delivered to them by the Company. (c) If Spectra MLP objects only one of Buyer, Parent or Maestro shall deliver a Notice of Disagreement and none of the other parties disputes all or any portion of such Notice of Disagreement by giving written notice to the party that delivered such Notice of Disagreement, setting forth in reasonable detail the basis for such dispute within 15 Business Days following the delivery of such Notice of Disagreement, such parties who fail to dispute all or any portion of such Notice of Disagreement shall be deemed to have irrevocably accepted the Adjustment Amount Documents as modified in the manner described in such Notice of Disagreement. (d) If (i) Buyer, Parent or Maestro delivers a Notice of Disagreement within the 15-Business Day period set forth in Section 1.4(b) or (ii) Buyer, Parent or Maestro shall dispute a Notice of Disagreement delivered by one of the other parties within the 15-Business Day period set forth in Section 1.4(c), and within 15 Business Days following the delivery to Buyer, Parent or Maestro, as the case may be, of the notice of such dispute, the parties do not resolve the Disagreement (as evidenced by a written agreement between them), in each case such Disagreement shall thereafter be referred to the Independent Accounting Firm for a resolution of such Disagreement in accordance with the terms of this Agreement. The determinations of such firm with respect to any Disagreement shall be rendered within 15 Business Days after referral of the Disagreement to such firm or as soon thereafter as reasonably practicable, shall be final and binding upon the parties, the amount so determined shall be used to complete the final Adjustment Amount Documents and the parties agree that the procedures set forth in this Section 1.4 shall be the sole and exclusive remedy with respect to the determination of the Adjustment Amount Documents and the amount of any payment under this Section 1.4. Each of Buyer, Parent and Maestro shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within the 15-Business Day period described in the previous sentence, and each shall cooperate with such firm and provide such firm with access to the books, records, personnel and representatives of it and such other information as such firm may require in order to render its determination. All of the fees and expenses of the Independent Accounting Firm retained pursuant to this Section 1.4(d) shall be paid 50% by Buyer, 25% by Parent and 25% by Maestro (except that, in the event that Parent or Maestro is not a party to such Disagreement, Maestro or Parent, respectively, shall pay 50%). (e) Promptly after the Adjustment Amount Documents have been finally determined in accordance with this Section 1.4 (including by means of a deemed acceptance of such documents by Buyer, Parent or Maestro as provided in Section 1.4(b) and (c), respectively), but in no event later than five Business Days following such final determination (the "Initial Supplemental Closing Date"), the parties hereto shall hold a supplemental closing (the "Initial Supplemental Closing"), either by telephone or in person at a mutually convenient location. If the Working Capital Amount is less than the Required Working Capital Amount, each Member shall deliver to Buyer on the Initial Supplemental Closing Date an amount in cash equal to such Member's portion (as set forth in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing schedule (the “Accounting Referee”"Allocation Schedule") to be selected delivered by the Members to Buyer at least two Business Days prior to the Initial Supplemental Closing Date) of such difference by Wire Transfer as set forth in instructions from Buyer. If the Working Capital Amount is greater than the Required Working Capital Amount (the difference, the "Excess Working Capital Amount"), Buyer shall deliver, or shall cause to be delivered, to each Member cash as determined pursuant to Section 1.4(f). (f) The provisions of this Section 1.4(f) shall be applicable only in the following manner: event that the Excess Working Capital Amount is positive. On the Initial Supplemental Closing Date: (i) if the Parties Accounts Receivable Differential is negative or zero, Buyer shall have seven additional days following deliver, or shall cause to be delivered, to the aforementioned 30 day dispute resolution period Members an amount in cash equal to mutually agree on the identity sum of (x) the absolute value of the Accounting Referee Accounts Receivable Differential and (y) the Satisfied Accounts Receivable Amount; or, (ii) if the Parties Accounts Receivable Differential is positive, Buyer shall deliver, or shall cause to be delivered, to the Members an amount in cash equal to the excess, if any, of the Satisfied Accounts Receivable Amount over the Accounts Receivable Differential. On the last Business Day of each of the six full calendar months following the Initial Supplemental Closing Date and thereafter two Business Days following receipt from time to time of any Satisfied Accounts Receivable Amounts (each, a "Supplemental Closing Date"), if any amounts are unable required to agree on an Accounting Referee be paid pursuant to this Section 1.4(f), the preceding clause parties hereto shall hold a supplemental closing (each, a "Supplemental Closing"), either by telephone or in person at a mutually convenient location. On the applicable Supplemental Closing Date: (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding if clause (i) and within five days of receiving such noticeabove applies, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLPBuyer shall deliver, or their respective Affiliatesshall cause to be delivered, in connection with to the transactions contemplated under this Agreement and may not have performed any material services Members on behalf of any of MLP GPthe applicable Supplemental Closing Date, SE Transmission or Spectra MLPthe Satisfied Accounts Receivable Amount, if any; or (ii) if clause (ii) above applies, Buyer shall deliver, or their respective Affiliatesshall cause to be delivered, during to the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding Members on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreementapplicable Supplemental Closing Date, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (A) the “Refund Amount”), or SE Transmission Cumulative Satisfied Accounts Receivable Amount over the sum of (B) the Accounts Receivable Differential and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior any amounts previously paid by Buyer pursuant to this Agreement, to Spectra MLP an amount in cash equal to the excessSection 1.4(f). On each Supplemental Closing Date, if any, Buyer shall also deliver to each Member a supporting statement that shows the applicable calculations with respect to such Supplemental Closing. Any disputes with respect to such calculations shall be governed by and resolved in accordance with the provisions set forth in Section 1.4(b), (c) and (d) and shall be reflected in the Supplemental Closing following resolution of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount dispute, provided, however ,that if any disputes pursuant to this Section 1.4(f) are resolved following the occurrence of the last Supplemental Closing, any amounts due by Buyer to the Members or Adjustment Amount, as the case may be, vice versa shall be paid by wire or interbank transfer in cash within two Business Days of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee final resolution of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP all outstanding disputes under this Section 2.41.4(f). Any amounts due to the Members from Buyer or due to Buyer from the Members pursuant to this Section 1.4(f) shall be paid to or by the Members in accordance with the Allocation Schedule by Wire Transfer as set forth in instructions from Buyer or the Members, as applicable. Notwithstanding anything to the contrary herein, the Parties agree aggregate payments by Buyer to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and Members pursuant to this Section 1.4(f) shall not as consideration for exceed the transfer of the Contributed InterestsExcess Working Capital Amount.

Post-Closing Working Capital Adjustment. (a) Within 45 The target amount of working capital of Target at Closing is $1,441,000 (the “Required Working Capital”). Buyer shall determine the amount of the Closing Working Capital by August 15, 2012 and shall notify Sellers of such determination and the basis for such determination, including the calculations used to arrive at such amounts. Buyer shall provide Sellers and their representatives reasonable access to all relevant working papers and other information supporting such calculation. If within sixty (60) days following delivery of such notification, Sellers have not given Buyer written notice of their objection (“Objection Notice”) to the Closing DateWorking Capital amount (which notice shall state the basis of Sellers’ objection), SE Transmission then the Closing Working Capital calculated by Buyer shall deliver to Spectra MLP its estimate of Final Net Working Capitalbe final, binding and conclusive on the parties. (b) If Spectra MLP objects Sellers duly give Buyer such Objection Notice, and if Sellers and Xxxxx fail to SE Transmissionresolve the issues outstanding with respect to the calculation of the Closing Working Capital within thirty (30) days of Buyer’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE TransmissionSellers’s estimate. If no objection is delivered within such 30 daysObjection Notice, then SE Transmission’s estimate Sellers and Xxxxx shall be final and bindingsubmit the issues remaining in dispute to a mutually agreed-upon independent public accountant (the “Independent Accountants”) for resolution. (c) If Spectra MLP objects issues are submitted to the Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a timely manner notice to be delivered to both Sellers and Spectra MLP Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and SE Transmission are unable to agree upon Final Net conclusive on the parties and shall be used in the calculation of the Closing Working Capital; and (iii) the losing party will bear the fees and costs of the Independent Accountants for such determination. (d) Within five (5) business days of the Closing Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionbecoming final, then such dispute shall be resolved by referring binding and conclusive on the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following mannerparties: (i) if the Parties Closing Working Capital is more than the Required Working Capital, the difference shall have seven additional days following the aforementioned 30 day dispute resolution period be paid by Buyer to mutually agree on the identity of the Accounting Referee or, Sellers via wire transfer to an account or accounts specified by Sellers; or (ii) if the Parties are unable to agree on an Accounting Referee pursuant to Closing Working Capital is less than the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, howeverRequired Working Capital, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, difference shall be paid by Sellers to Buyer via wire or interbank transfer of immediately available funds to an account specified by Buyer. Buyer shall have the right to remove from the Escrow Account an amount equal to the amount in cash owed by Sellers to make good such deficit in the event Sellers have failed to pay such amount within 10 thirty (30) days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net date the Closing Working Capital. To Capital becomes final, binding and conclusive on the extent that Spectra MLP makes parties, and (i) such amount shall not be considered to be an indemnification payment made by Sellers for any purpose and (ii) Sellers shall replenish the Escrow Account with an amount of cash equal to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsamount within five Business Days.

Post-Closing Working Capital Adjustment. (a) Within 45 ninety (90) days following after the Closing Date, SE Transmission Acquiror shall deliver to Spectra MLP its estimate the Representative, acting on behalf of the Company Stockholders as set forth in this Agreement, a final 18 WA 4941984.13 WCSR 32390522v12 calculation (the “Final Report”), showing in reasonable detail Acquiror’s good faith calculation of the Net Working Capital. If the Representative does not respond within thirty (30) days after receipt of the Final Report, or agrees to the Final Report, the Final Report shall be deemed final and binding upon all parties to this Agreement and not subject to dispute or judicial review and the date that is the thirtieth (30th) day after Acquiror delivers the Final Report shall be the “Final Determination Date”). If the Representative disputes any matter or item set forth in the Final Report, the Representative may, within thirty (30) days after receipt of the Final Report, provide to Acquiror a written statement of such disputes. The Representative and Acquiror shall use good faith efforts to jointly resolve such disputes within thirty (30) days after Acquiror’s receipt of the Representative’s written statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or judicial review and the date of such resolution shall be the Final Determination Date. If the Representative and Acquiror cannot resolve such disputes to their mutual satisfaction within such thirty (30)-day period, the Representative and Acquiror shall, within the following ten (10) days, jointly engage the Independent Accountant to review the Final Report together with the Representative’s statement of disputes and any other relevant documents. The Independent Accountant shall calculate the Net Working Capital and the other adjustments using the items included in the Final Report which are not disputed by Acquiror and the Representative and shall make its own determination of any item which is disputed by Acquiror and the Representative, but otherwise in accordance with the provisions of this Agreement; provided, however, in no event shall any such determination by the Independent Accountant be higher or lower than the respective amount therefor proposed by Acquiror and the Representative. The determination of the Independent Accountant shall be accompanied by a certificate of the Independent Accountant that its determination was prepared in accordance with this Agreement with respect to such dispute. The Independent Accountant shall report its conclusions as to such disputes and its determination of Net Working Capital based thereon pursuant to this Section 2.9 no later than thirty (30) days after it is engaged by the Representative and Acquiror, which determination shall be conclusive on all parties to this Agreement and not subject to further dispute or judicial review and the date the Independent Account reports its conclusions shall be the Final Determination Date. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate One-half (1/2) of Final Net Working Capital, to SE Transmission within 30 days after receipt the fees and expenses of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate the Independent Accountant shall be final paid by the Acquiror and bindingthe other one-half (1/2) of such fees and expenses shall be paid by the Representative on behalf of the Company Stockholders (pro rata in accordance with each Company Stockholder’s Pro Rata Share). (c) If Spectra MLP objects the Adjustment Amount equals zero, the Parties shall promptly (but in a timely any event within five (5) Business Days after the Final Determination Date) cause the Escrow Agent to deliver to the Company Stockholders, by wire transfer of immediately available United States funds to one or more accounts designated in writing by the Representative, or in such other manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionas Representative may direct, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected all funds remaining in the following manner: Purchase Price Adjustment Escrow Account, as set forth more fully in the Escrow Agreement. (d) If the Adjustment Amount is a positive number, promptly (but in any event within five (5) Business Days after the Final Determination Date) (i) Acquiror shall pay to the Company Stockholders, pro rata in accordance with each Company Stockholder’s Pro Rata Share, such Adjustment Amount, by wire transfer of immediately available United States funds to one or more accounts designated in writing by the Representative to the Acquiror and (ii) the Parties shall have seven additional days following cause the aforementioned 30 day dispute resolution period Escrow Agent to mutually agree on distribute to the identity Company Stockholders, pro rata in accordance with each Company Stockholder’s Pro Rata Share, all funds remaining in the Purchase Price Adjustment Escrow Account, by wire transfer of immediately available funds to one or more accounts designated 19 WA 4941984.13 WCSR 32390522v12 in writing by the Representative, or in such other manner as Representative may direct, as set forth more fully in the Escrow Agreement. (e) If the Adjustment Amount is a negative number, the Parties shall promptly (but in any event within five (5) Business Days after the Final Determination Date) cause the Escrow Agent to (i) pay to Acquiror solely from and only to the extent of the Accounting Referee orPurchase Price Adjustment Escrow Account the absolute value of such Adjustment Amount by wire transfer of immediately available United States funds to one or more accounts designated by the Acquiror to the Representative; provided, that if the Purchase Price Adjustment Escrow Amount is insufficient to pay the absolute value of such Adjustment Amount in full, the shortfall may, at Acquiror’s sole election, be paid from the Indemnity Escrow Account, to the extent funds are available therein, and (ii) if the Parties are unable to agree on an Accounting Referee pursuant distribute to the Company Stockholders, pro rata in accordance with each Company Stockholder’s Pro Rata Share, all funds remaining in the Purchase Price Adjustment Escrow Account, if any, following the payment set forth in the immediately preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing by wire transfer of immediately available United States funds to one or more accounts designated in writing by the names of Representative, or in such candidates to Spectra MLP (in care of other manner as the Conflicts Committee) within five days of the expiration of the seven day period referred to Representative may direct, as set forth more fully in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting RefereeEscrow Agreement. The Accounting Referee may Deductible Amount shall not be otherwise engaged by apply to any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated amounts owed to Acquiror under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during Section 2.9(e). To the two years immediately preceding extent the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount absolute value of the Adjustment Amount or Refund exceeds the Purchase Price Escrow Adjustment Escrow Account and any amount Acquiror elects to be paid from the Indemnity Escrow Amount, as applicable, determined by the Accounting Referee Company Stockholders (pro rata in accordance with each Company Stockholder’s Pro Rata Share) shall be no greater than promptly (but in any event within five (5) Business Days after the higher amount submitted and no lower than Final Determination Date) pay the lower amount submitted. The authority of the Accounting Referee shall be limited difference to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid Acquiror by wire or interbank transfer of immediately available funds within 10 days following funds. Notwithstanding anything to the agreement contrary herein, holders of Dissenting Shares shall not participate in the provisions of this Section 2.9 and shall not be entitled to receive any portion of the Holdback Amount or the amounts paid pursuant to Section 2.4, this Section 2.9 or Section 3.3. (f) Any payments made pursuant to Section 2.9 shall be treated as an adjustment to the Base Merger Consideration by the Parties or the determination for Tax purposes, unless otherwise required by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestslaw.

Post-Closing Working Capital Adjustment. (a) Within 45 days On or before the 120th day following the Closing Date, SE Transmission Buyer shall prepare and deliver to Spectra MLP its estimate Seller a certificate (the “Final Statement”), duly executed by an executive officer of Buyer, accurately setting forth (i) a balance sheet of Seller as of the Effective Time before giving effect to the Closing of the Transactions (the “Closing Balance Sheet”), which shall be prepared in accordance with GAAP and on a basis consistent with the Latest Balance Sheet (provided that the Closing Balance Sheet need not contain footnote disclosures), (ii) Buyer’s calculation of the actual amounts paid by Buyer pursuant to Section 2.1(c) (the “Final Payoff Amounts”) and (iii) Buyer’s calculation of the Net Working Capital as of the Effective Time which shall be made based on the Closing Balance Sheet and in accordance with the Principles set forth on Schedule 2.3 (the “Final Net Working Capital”). Buyer will provide Seller and its accountants and other representatives with supporting documentation and information that sets forth in reasonable detail how the calculations set forth in the Final Statement were determined, as well as reasonable access to the relevant books and records of, and the personnel of, Buyer and/or Buyer’s accountant to the extent that they relate to the Final Statement and to such historical financial information (to the extent in Buyer’s possession or otherwise subject to its control) relating to the Final Statement for the sole purpose of reviewing the Final Statement and to prepare the Objection Notice, provided that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer. The thirty (30)-day period to provide an Objection Notice will be tolled during any period that Xxxxx unreasonably refuses to provide Seller and its accountants with access to the relevant books and records and personnel as required under the immediately preceding sentence. (b) If Spectra MLP objects to SE TransmissionSeller disagrees with Xxxxx’s estimatecalculations set forth in the Final Statement, then it must provide a written objection noticeSeller shall, together with its estimate of Final Net Working Capital, to SE Transmission within 30 thirty (30) days after Seller’s receipt of SE Transmission’s estimatethe Final Statement, notify Buyer in writing of such disagreement by describing in reasonable detail the basis for such disagreement (the “Objection Notice”). If no objection is delivered Seller fails to deliver the Objection Notice within such 30 daysthirty (30)-day period, then SE Transmission’s estimate the calculations set forth in the Final Statement shall be final final, binding, and bindingnon-appealable upon the Parties. (c) If Spectra MLP objects an Objection Notice is delivered to Buyer within such thirty (30)-day period, then Buyer and Seller shall negotiate in a timely manner good faith to resolve their disagreements with respect to the items set forth on the Objection Notice. If Buyer and Spectra MLP and SE Transmission Seller are unable to agree upon Final Net Working Capital resolve all such disagreements within 30 thirty (30) days after SE TransmissionXxxxx’s receipt of Spectra MLP’s objectionthe Objection Notice, then Buyer and Seller shall submit such dispute shall be resolved by referring the disputed items relating remaining disagreements to such calculation to an independent accounting firm of recognized national standing Bober, Xxxxxx, Xxxxxxxxxx, Akron, Ohio (the “Accounting RefereeAuditor”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) Xxxxx and Seller shall direct the Auditor to resolve all remaining disagreements with respect to the calculations set forth in the Final Statement as soon as practicable, but in any event shall direct the Auditor to render a determination within ninety (90) days after its retention. The Accounting Referee Auditor’s determination shall be instructed upon appointment to determine based solely on written materials submitted by Xxxxx and Seller (i.e., not on independent review) and the disputed amounts in the manner provided procedures for calculating Net Working Capital contained in this Section 2.4 within 30 days; providedAgreement, however, including the amount definition of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). “Net Working Capital.” The determination of the Adjustment Amount Auditor shall, in the absence of fraud or the Refund Amountmathematical error, as applicablebe final, binding, and non-appealable. Any determination by the Accounting Referee Auditor shall not be final outside the range defined by the respective amounts in the Final Statement proposed by Xxxxx and binding on Xxxxxx’s proposed adjustments thereto set forth in the Objection Notice. The Parties agree not to engage in ex parte communication with the Auditor, other than providing documents and information promptly following the reasonable request by the Auditor. The Auditor will be required to include a representation in its engagement letter that it has not discussed the disputed matter with any Party to this Agreement prior to its joint retention by the Parties. , and to include a covenant in its engagement letter not to engage in ex parte communications with any such Parties throughout the course of the engagement, with the exception of the provision of documents and information promptly following the reasonable request by the Auditor. (e) The fees costs and expenses of the Accounting Referee Auditor shall be borne equally by Spectra MLPXxxxx, on the one hand, and SE TransmissionSeller, on the other hand. (e) Spectra MLP shall pay , based upon the percentage which the portion of the contested amount not awarded to SE Transmission and MLP GP, in proportion each Party bears to the amount actually contested by such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess. For example, if any, of Buyer claims the Final Net Working Capital minus Reference Net Working Capital (is $1,000 less than the “Refund Amount”)amount claimed by Seller, or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership Seller contests only $500 of the Saltville Companies prior amount claimed by Xxxxx, and if the Auditor ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Auditor will be allocated 60% (i.e., 300 ÷ 500) to this AgreementSeller and 40% (i.e., 200 ÷ 500) to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”)Buyer. The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the In connection with its determination by the Accounting Referee of the Final Net Working Capital. To , the extent that Spectra MLP makes payment Auditor shall, pursuant to SE Transmission and MLP GP under the terms of this Section 2.42.3(e), also determine the allocation of its fees and expenses between Buyer and Seller, which such determination shall, in the absence of fraud or mathematical error, be final, binding, and non-appealable. (f) Within five (5) Business Days after the amounts set forth in the Final Statement are finally determined pursuant to this Section 2.3: (i) If the Final Net Working Capital is greater than the Target Net Working Capital, then Buyer shall pay to Seller, by wire transfer of immediately available funds in accordance with the instructions provided by Seller, an amount equal to the difference of the Final Net Working Capital minus the Target Net Working Capital, and Buyer and Seller shall jointly direct the Escrow Agent to disburse the Adjustment Escrow Funds to Seller. (ii) If the Final Net Working Capital is less than the Target Net Working Capital, then Buyer and Seller shall jointly direct the Escrow Agent to disburse (A) to Buyer from the Adjustment Escrow Account an amount equal to the difference of the Target Net Working Capital minus the Final Net Working Capital and (B) to Seller from the Adjustment Escrow Account any remaining Adjustment Escrow Funds (if any); provided that if such difference exceeds the Adjustment Escrow Funds, then Buyer and Seller shall jointly instruct the Escrow Agent to distribute all Adjustment Escrow Funds to Buyer and the Seller Parties (on behalf of Seller) shall pay or cause to be paid to, or as directed by, Buyer, on or prior to the same date as the Escrow Agent distributes the Adjustment Escrow Funds, an amount equal to such deficiency (the “Shortfall”). If the Seller Parties fail to timely pay any portion of any Shortfall pursuant to this Section 2.3(f), Buyer may, in its sole discretion, request that Seller, and upon such request Seller shall, jointly with Buyer, instruct the Escrow Agent to pay to Buyer the Shortfall, or any portion thereof, from the Indemnity Escrow Funds. The Seller Parties (on behalf of Seller) shall deliver to the Escrow Agent for deposit into the Indemnity Escrow Account, within five (5) Business Days of the date on which any such distribution is made from the Indemnity Escrow Account to Buyer, the amount that was distributed from the Indemnity Escrow Account as a result of Seller’s failure to pay any Shortfall on a timely basis. (iii) If the Final Net Working Capital is equal to the Target Net Working Capital, there will be no adjustment to the Purchase Price pursuant to this Section 2.3, and Buyer and Seller shall jointly direct the Escrow Agent to disburse the Adjustment Escrow Funds to Seller. (iv) If the Final Payoff Amounts are greater than the Payoff Amounts, then the Seller Parties agree (on behalf of Seller) shall pay to characterize such Buyer an amount equal to the difference of the Final Payoff Amounts minus the Payoff Amounts. (v) If the Final Payoff Amounts are less than the Payoff Amounts, then Buyer shall pay to Seller by wire transfer of immediately available funds in accordance with the instructions provided by Seller an amount equal to the difference of the Payoff Amounts minus the Final Payoff Amounts. (g) Any payments to Buyer or Seller pursuant to Section 2.3(f) shall be treated by all Parties for all Tax purposes as an adjustment to the Purchase Price. (h) Notwithstanding anything to the contrary in this Section 2.3, neither the Final Statement nor any component thereof (in each case as finally determined in accordance with this Section 2.3) shall be relevant to (i) any determination as to the occurrence of a reduction breach, or refund the existence of an inaccuracy, in any of the net working capital contributed and not representations or warranties set forth in ARTICLE III or (ii) the calculation of any Losses suffered by any Person as consideration for the transfer a result of the Contributed Interestssuch breach or inaccuracy.

Post-Closing Working Capital Adjustment. (a) Within 45 days following No later than April 15, 2022, Buyer will prepare and deliver to Sellers’ Representative audited consolidated financial statements the Company as of December 31, 2021 (the “Audited Financials”) and a written statement (the “Closing Statement”) setting forth Buyer’s calculations of (i) the Closing Date, SE Transmission shall deliver Net Working Capital and the amount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital or the amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital and (ii) detailing the amounts for each category of current assets or current liabilities set forth in Schedule A used to Spectra MLP its estimate of Final calculate the Closing Net Working Capital. (b) If Spectra MLP objects Sellers’ Representative has any objections to SE Transmission’s estimatethe Closing Statement, then it Sellers’ Representative must provide deliver to Buyer a written objection noticestatement (an “Objections Statement”) setting forth a description in reasonable detail of his objections thereto, together with its estimate of Final Net Working Capitalincluding the basis for the objection, proposed adjustment amount and supporting calculations. If an Objections Statement is not delivered to SE Transmission Buyer within 30 sixty (60) days after receipt delivery of SE Transmission’s estimate. If no objection is delivered within such 30 daysthe Closing Statement, then SE Transmission’s estimate shall the Closing Statement will be final final, binding and bindingnon-appealable by the Parties. (c) If Spectra MLP objects Sellers’ Representative timely delivers an Objections Statement to Buyer, then Buyer and Sellers’ Representative will negotiate in a timely manner and Spectra MLP and SE Transmission good faith to resolve any objections set forth in the Objections Statement, but if they are unable to agree upon Final Net Working Capital within 30 resolve all disputed items by the end of thirty (30) days after SE Transmission’s receipt the date of Spectra MLP’s objectiondelivery of the Objections Statement, then such the remaining items in dispute shall will be resolved by referring the disputed items relating submitted to such calculation Buyer’s Accountants for resolution acting as an accounting expert and not as an arbitrator, or if that firm is unwilling or unable to an serve, Buyer and Sellers’ Representative will engage another mutually agreeable independent accounting firm of recognized national standing (such selected independent accounting firm, the “Independent Accounting RefereeFirm”). Buyer and Sellers’ Representative will use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) to be selected days after the date of appointment. The Independent Accounting Firm may address only those items and amounts which are identified in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties Objections Statement as being items which Sellers’ Representative and Buyer are unable to agree on an resolve, and the Independent Accounting Referee pursuant to Firm’s determination shall be within the preceding clause (i), SE Transmission will select three candidates range proposed by Buyer and deliver a written notice containing the names of such candidates to Spectra MLP (in care Sellers’ Representative. The resolution of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined dispute by the Independent Accounting Referee shall Firm will be no greater than the higher amount submitted final, binding and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding non-appealable on the Parties. The fees and expenses of the Independent Accounting Referee shall Firm will be borne allocated equally by Spectra MLP, between Buyer and Sellers’ Representative on one hand, and SE Transmission, on behalf of the other handSellers. (ei) Spectra MLP shall If the final Closing Net Working Capital as calculated above is greater than the Target Closing Net Working Capital, then Buyer will pay to SE Transmission each Seller an amount in immediately available funds equal to their respective Pro Rata Share of any such excess; (ii) if the final Closing Net Working Capital as calculated above is less than the Target Closing Net Working Capital (such deficiency, the “Working Capital Deficiency Amount”), the Sellers’ Representative and MLP GP, in proportion Buyer shall provide joint written instructions to such Party’s ownership of the Saltville Companies prior Escrow Agent to this Agreement, pay to Buyer an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Deficiency from the cash deposited in the Escrow Account; (iii) if the final Audited Net Working Capital Revenue times 1.5 is greater than the Estimated Amount, then Buyer will pay to each Seller an amount in immediately available funds equal to their respective Pro Rata Share of any such excess; and (iv) if the Audited Net Revenue times 1.5 is less than the Estimated Amount (such deficiency, the “Refund Net Revenue Deficiency Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership the principal amount due under each of the Saltville Companies prior to this Agreement, to Spectra MLP Notes outstanding will be reduced by an amount in cash equal to the excess, if any, holder of Reference such Note’s pro rata share (as set forth in Schedule B) of the aggregate amount of the Net Working Capital minus Final Net Working Capital (the “Adjustment Revenue Deficiency Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall Any cash payments pursuant to this Section 2.05(d) will be paid made by wire or interbank transfer of in immediately available funds to, (1) with respect to each Seller, the bank account designated by such Seller in writing pursuant to Section 2.04(a) above or (2) with respect Buyer, to the bank account designated by Buyer in the joint written instructions provided to the Escrow Agent in accordance with Section 2.05(d)(ii), as applicable, within 10 days five (5) Business Days following the agreement by the Parties or the final determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment referred to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsabove.

Post-Closing Working Capital Adjustment. (a) Within 45 ninety (90) days following the Closing Date, SE Transmission the Parent shall prepare and deliver to Spectra MLP the Shareholder Representative a schedule (the “Parent Working Capital Schedule”) setting forth its estimate good faith calculation of Final the Net Working Capital. The Parent Working Capital Schedule shall be prepared in accordance with GAAP and the calculation of the Initial Working Capital Schedule. (b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 The Shareholder Representative shall have thirty (30) days after following receipt of SE Transmission’s estimatethe Parent Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify the Parent of any dispute of any item contained therein (the “Objection Notice”), which notice shall set forth in reasonable detail the basis for such dispute. If no objection is delivered The Parent and the Shareholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable, and upon such resolution, the Working Capital Schedule shall be prepared in accordance with the agreement of the Parent and the Shareholder Representative. In the event the Shareholder Representative does not notify the Parent of any such dispute within such 30 daysthirty (30)-day period or notifies the Parent within such period that it does not dispute any item contained therein, then SE Transmissionthe Parent Working Capital Schedule delivered pursuant to Section 3.9(a) and the Parent’s estimate calculation of the Working Capital Schedule, shall be final and bindingbinding upon the Parties. (c) If Spectra MLP objects in a timely manner In the event the Parent and Spectra MLP and SE Transmission the Shareholder Representative are unable to agree upon Final Net resolve any dispute regarding the Parent Working Capital Schedule delivered pursuant to Section 3.9(a) within 30 thirty (30) days after SE Transmissionfollowing the Parent’s receipt of Spectra MLP’s objectionnotice of such dispute, then such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by referring the disputed items relating to such calculation to an independent BDO Xxxxxxx, LLP, a nationally recognized accounting firm of recognized national standing (the “Accounting Referee”). Within fifteen (15) to be selected in Business Days of the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity selection of the Accounting Referee orReferee, (ii) if both the Parties are unable Shareholder Representative and Parent shall submit a calculation of Net Working Capital and any supporting documentation to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. Within twenty (d20) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount Business Days of the Adjustment Amount or Refund Amounttimely receipt of the later of such submissions, as applicable, determined by the Accounting Referee shall be no greater than choose the higher amount submitted and no lower than the lower amount submitted. The authority one of the Accounting Referee two submissions that most accurately reflects what the actual Working Capital Schedule should be and that submission shall be limited establish the adjustment to determining the items disputed by Spectra MLP in its original objection Merger Payment. If only one of the parties makes a timely submission, then that have not since been resolved by submission shall establish the Partiesadjustment to the Merger Payment. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The Referee’s determination of the Adjustment Amount or Working Capital Schedule (the Refund Amount, as applicable, by the Accounting Referee “Final Working Capital Schedule”) shall be final and binding on the Parties. To the extent any facts and circumstances that constitute a breach of any representation or warranty contained in Article IV or V also constitute an adjustment that is reflected in the Final Working Capital Schedule, the Parent shall not be entitled to an additional remedy under Article XI to the extent of the adjustment in the Final Working Capital Schedule. The fees fees, costs and expenses of the Accounting Referee shall be borne shared equally by Spectra MLP, (A) the Shareholder Representative (on behalf of the Shareholders) on the one hand, hand and SE Transmission, (B) the Parent on the other hand, which such amount in the case of (A) shall be paid out of the Escrow Amount at the direction of the Shareholder Representative. (ed) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of If the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference as finally determined in the Final Working Capital Schedule pursuant to Section 3.9(c) is greater than that reflected in the Initial Working Capital Schedule, then Parent shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder Representative such excess; provided, however, that the total positive adjustment pursuant to this subsection (d) and the Initial Working Capital Schedule delivered pursuant to Section 3.7 shall not exceed $1,000,000 in the aggregate. If the Net Working Capital as finally determined in the Final Working Capital Schedule pursuant to Section 3.9(c) above is less than the amount shown in the Initial Working Capital Schedule, then the Shareholder Representative shall promptly (but in any event within five (5) Business Days of the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion final determination thereof) cause to be paid to the Parent from the Escrow Amount an amount equal to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount shortfall in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this accordance with Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests3.8.

Post-Closing Working Capital Adjustment. (a) Within 45 As soon as practicable (and in any event within 90 days following the Closing Date), SE Transmission the Purchaser shall prepare and deliver to Spectra MLP the Representative and its estimate counsel a statement (the “Proposed Closing Statement”) setting forth a good faith determination of Final Net consolidated balance sheet of Company as of the Closing Date prepared by the Purchaser in accordance with Section 1.10(c) (the “Closing Balance Sheet”), a calculation of the Working Capital, Indebtedness, Cash, Transaction Costs and Residual Amount in the same manner as described in Section 1.10(a) and based on such Closing Balance Sheet, and all work papers and back-up materials relating thereto. (b) If Spectra MLP objects On or prior to SE Transmissionthe 30th day following the Purchaser’s estimatedelivery of the Proposed Closing Statement, then it must provide the Representative may give the Purchaser a written notice stating in reasonable detail the Representative’s objections (an “Objection Notice”) to the Proposed Closing Statement. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection notice, together with its estimate of Final Net Working Capital, and the basis therefor. Any determination set forth on the Proposed Closing Statement which is not specifically objected to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate in the Objection Notice shall be deemed accepted and shall be final and bindingbinding upon the Representative, the Common Security Holders, the Surviving Corporation and the Purchaser upon delivery of the Objection Notice and shall not be subject to the Dispute Resolution Procedure set forth below. If the Representative does not give the Purchaser an Objection Notice within such 30-day period, then the Proposed Closing Statement shall be conclusive and binding upon the Representative, the Common Security Holders, the Surviving Corporation and the Purchaser, and the Adjustment Amount set forth in the Proposed Closing Statement will constitute the “Adjustment Amount” for purposes of this Section 1.11. Purchaser shall, and shall cause the Surviving Corporation and its and their respective employees and agents to, assist the Representative and its agents in their review of the Proposed Closing Statement and shall provide the Representative and its agents with access at all reasonable times to the books and records of the Surviving Corporation and its personnel, properties and accountants as may be reasonably necessary for the Representative to review the Proposed Closing Statement and for the other purposes set forth in this Section 1.11. Each party shall bear its own costs in connection with the purposes set forth in this Section 1.11. For the avoidance of doubt, neither the Purchaser nor the Representative shall seek to charge the other for any costs incurred by such party in connection with this Section 1.11. (c) If Spectra MLP objects Following the Purchaser’s receipt of any Objection Notice, the Representative and the Purchaser shall attempt to negotiate in a timely manner good faith to resolve such dispute. In the event that the Representative and Spectra MLP and SE Transmission are unable the Purchaser fail to agree upon Final Net Working Capital resolve the Representative’s proposed adjustments set forth in the Objection Notice within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionthe Purchaser receives the Objection Notice, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent Representative and the Purchaser agree that a mutually acceptable accounting firm of nationally recognized national standing (the “Independent Accounting RefereeFirm”) shall be retained for review and resolution of any and all matters specified in such Objection Notice that remain in dispute (and as to no other matter), and the Independent Accounting Firm shall resolve each such matter that remains in dispute based solely on the presentations and supporting material provided by the Representative or Purchaser and not pursuant to any independent review. The Independent Accounting Firm shall reach a final, binding resolution of all such matters that remain in dispute, which final resolution shall not be selected subject to collateral attack for any reason (other than fraud or manifest error) and shall be (i) in writing and signed by the Independent Accounting Firm, (ii) equal to or in the range between the amount contested by the Representative and Purchaser for each matter specified in the Objection Notice, (iii) furnished to Purchaser and the Representative as soon as practicable after the items in dispute have been referred to the Independent Accounting Firm, which shall not be more than sixty (60) days after such referral, (iv) made in accordance with this Agreement and the Accounting Policies and (v) conclusive and binding upon the parties on the date of delivery of such written resolution. The Surviving Corporation and the Representative (on behalf of the Common Security Holders) each agree to execute, if requested by the Independent Accounting Firm, a reasonable engagement letter in customary form. The Surviving Corporation, Purchaser and the Representative agree to cooperate fully with the Independent Accounting Firm and promptly provide all documents and information requested by the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in Section 1.11(b) and this Section 1.11(c) is referred to as the “Dispute Resolution Procedure”. Notwithstanding the above, the Independent Accounting Firm shall serve as an arbitrator of the dispute rather than an auditor. (d) Purchaser and the Representative (subject to Section 10.01) shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure; provided, that the fees and expenses of the Independent Accounting Firm incurred in the resolution of the disputed matter(s) set forth in the Objection Notice shall be borne by (i) the Representative, on behalf of the Common Security Holders (pro rata in accordance with each Common Security Holder’s Pro Rata Share) on the one hand (from the Holdback Amount), and (ii) the Purchaser, on the other hand, in inverse relation to their success with respect to any dispute submitted to the Independent Accounting Firm for resolution. (e) The Proposed Closing Statement shall become the “Final Closing Statement” on the applicable one of the following mannerdates: (i) the Parties shall have seven additional days earlier of (x) the thirtieth (30th) day following the aforementioned 30 day dispute resolution period to mutually agree on the identity delivery of the Accounting Referee orProposed Closing Statement if an Objection Notice has not been delivered to Purchaser by the Representative and (y) the date upon which the Representative acknowledges in writing that it has no objections to the Proposed Closing Statement, (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 1.11(c), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Parties are unable Independent Accounting Firm’s resolution of matters in dispute, on the date the Independent Accounting Firm delivers its final, binding resolution pursuant to agree Section 1.11(c). The date on an Accounting Referee which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period immediately foregoing sentence is referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement“Final Determination Date”. (df) The Accounting Referee shall be instructed upon appointment Purchaser agrees, solely with respect to determine the disputed amounts in the manner provided in calculations required pursuant to this Section 2.4 within 30 days; provided1.11, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by that it will not take any actions with respect to the Accounting Referee shall be no greater than Policies and the higher amount submitted Company’s books and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, records as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal applicable to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed InterestsClosing Statement.

Post-Closing Working Capital Adjustment. (a) Within 45 Concentra shall cause to be prepared and, as soon as practical, but in no event later than 90 days following after the Closing Date, SE Transmission shall deliver cause to Spectra MLP be delivered to Buyer, the unaudited combined balance sheet of CISI (solely with respect to the CISI Business) and the Acquired Entities prepared as of immediately prior to the Closing (excluding the Excluded Assets and Excluded Liabilities) (the “Closing Date Balance Sheet”) and a statement showing the calculation of the Working Capital as of immediately prior to the Closing (the “Initial Calculation”). Buyer shall provide Concentra and its estimate accountants with the reasonable assistance of Final Net personnel and timely and reasonable access, during normal business hours, to its personnel, properties, books and records, in each case at Concentra’s expense (provided that Concentra shall not be required to reimburse Buyer for the allocable salary costs of Buyer’s personnel or other general corporate overhead expenses incurred by Buyer in connection therewith), but only to the extent related to the preparation by Concentra of the Closing Date Balance Sheet and of such Initial Calculation. The Closing Date Balance Sheet and the Initial Calculation shall be accompanied by such schedules and data with respect to the determination of the Working CapitalCapital contained therein as may be appropriate to support such Initial Calculation. (b) If Spectra MLP objects Within 150 days after the Closing Date, Buyer may deliver to SE Transmission’s estimate, then it must provide Concentra a written objection notice, together notice (the “Calculation Notice”) either advising Concentra that Buyer agrees with its estimate of Final Net Working Capitaland accepts the Initial Calculation or setting forth those particular line items (the “Disputed Items”) in the Initial Calculation that Buyer disputes and, to SE Transmission the extent possible, a statement, with reasonable detail as to the Disputed Items, of what Buyer believes is the correct calculation of each Disputed Item and of the Working Capital as of immediately prior to the Closing. Buyer and the advisors engaged by Buyer shall be entitled to review Concentra’s working papers, trial balances and similar materials relating to its preparation of the Closing Date Balance Sheet, if any, for purposes of reviewing the Initial Calculation. Concentra shall also provide Buyer and its accountants with the reasonable assistance of personnel and timely and reasonable access, during normal business hours, to its personnel, properties, books and records, in each case at Concentra’s expense, but only to the extent related to the review by Buyer of such Initial Calculation. If Concentra shall concur with the Calculation Notice, or if Concentra shall not object to the Calculation Notice, in a writing delivered to Buyer within 30 15 days after receipt of SE Transmission’s estimatethe Calculation Notice, the calculation of the Working Capital set forth in the Calculation Notice shall become final, binding and conclusive on the Parties and shall not be subject to further review, challenge or adjustment. If no objection is delivered Buyer does not submit a Calculation Notice within such 30 daysthe 150-day period provided herein, then SE Transmission’s estimate the Initial Calculation shall become final, binding and conclusive on the Parties and shall not be final subject to further review, challenge or adjustment. To the extent that Buyer timely provides a Calculation Notice within the 150-day period, all items reflected therein that are not Disputed Items shall become final, binding and bindingconclusive on the Parties and shall not be subject to further review, challenge or adjustment. (c) If Spectra MLP In the event that Concentra timely objects to any Disputed Items included in a timely manner received Calculation Notice, Buyer and Spectra MLP Concentra shall use reasonable best efforts for a period of 30 days (or such longer period as they may mutually agree) after the date of Concentra’s objection to the Calculation Notice to resolve any Disputed Items. During such 30-day period (or such longer period as they may mutually agree), Buyer and SE Transmission Concentra shall have access to the working papers, trial balances, schedules and calculations of the other used in the preparation of the Initial Calculation and the Calculation Notice and the determination of the Working Capital contained therein and the Disputed Items. In the event that Buyer and Concentra are unable to resolve all Disputed Items within such 30-day period (or such longer period as they may mutually agree), then the remaining unresolved Disputed Items shall be referred to a nationally recognized accounting firm selected by mutual agreement of Buyer and Concentra; provided, however, that if Buyer and Concentra are unable to agree upon Final Net Working Capital on a nationally recognized accounting firm within 30 5 days after SE Transmission’s receipt the expiration of Spectra MLP’s objectionsuch 30-day period (or such longer period as they may mutually agree), then such dispute within 10 days thereafter, each of Buyer and Concentra shall be resolved by referring the disputed items relating to such calculation to select an independent office of an accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional and such two firms shall, within 15 days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of after the expiration of the seven such 30-day period referred (or such longer period as they may mutually agree), then select a accounting firm of recognized national standing to resolve any remaining Disputed Items (such selected firm, the “Settlement Firm”). Buyer and Concentra will promptly, and in no event later than the preceding clause time that Disputed Items are submitted to the Settlement Firm, enter into reasonable and customary arrangements for the services to be rendered by the Settlement Firm under this Section 3.2. The Parties agree that the selection process for the Settlement Firm shall occur only once and that such Settlement Firm, once selected, shall resolve remaining unresolved Disputed Items. The determination of the remaining unresolved Disputed Items by the Settlement Firm shall be final, binding and conclusive and shall constitute an arbitral award that is unappealable and not subject to further review, challenge or adjustment and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Concentra shall use reasonable best efforts to cause the Settlement Firm to reach a determination as promptly as practicable (i) and in any event within five 30 days from the date that the Disputed Items are submitted to it). Within 10 days after the Settlement Firm has been retained, Buyer and Concentra shall furnish, at their own expense, to the Settlement Firm and each other a written statement of receiving such notice, Spectra MLP will select one their position with respect to each Disputed Item. Within 5 business days after the expiration of such three candidates 10-day period, Buyer and Concentra may deliver to serve the Settlement Firm and to each other its response to the other’s position on each Disputed Item. With each submission, Buyer and Concentra may also furnish to the Settlement Firm such information, workpapers and other documents as they deem relevant to the Accounting Refereeresolution of the Disputed Items, with appropriate copies or notification being given to the other. In addition, Buyer and Concentra shall each furnish the Settlement Firm such workpapers and other documents and information relating to the Disputed Items, and shall provide interviews and answer questions, as such Settlement Firm may reasonably request. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLPSettlement Firm may, or their respective Affiliatesat its discretion, conduct a conference concerning the disagreement with Buyer and Concentra, at which conference Buyer and Concentra shall each have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. Each Party shall pay its own costs and expenses incurred in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days3.2; provided, however, that Buyer, on the amount one hand, and Concentra, on the other hand, shall each pay one-half of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other handSettlement Firm. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.

Post-Closing Working Capital Adjustment. If the Merger Consideration (aas finally determined in accordance with Section 2.7) Within 45 days following is less than the Closing Date, SE Transmission shall deliver to Spectra MLP its estimate of Final Net Working Capital. (b) If Spectra MLP objects to SE Transmission’s estimateEstimated Merger Consideration, then it must provide a written objection notice, together with its estimate Representative (on behalf of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate the Stockholders and the Gain Share Recipients) and Parent shall be final and binding. (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring cause the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: Escrow Agent (i) to pay to Parent from the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period Working Capital Escrow Amount an amount equal to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid shortfall by wire or interbank transfer of immediately available funds within 10 days following to the agreement account designated by the Parties or the determination by the Accounting Referee Parent and (ii) pay to Representative (on behalf of the Final Net Stockholders) all remaining amounts of the Working CapitalCapital Escrow Amount (if any) less the Gain Share Escrow Percentage of such remaining amounts, which shall be paid to the Company for further distribution to the applicable Gain Share Recipients, subject to applicable withholding requirements, and subject to the payment of the employer portion of any applicable payroll, employment or similar Taxes. To If the extent that Spectra MLP makes Merger Consideration (as finally determined in accordance with Section 2.7) is greater than the Estimated Merger Consideration, then (i) Parent shall pay to Representative (on behalf of the Stockholders) an amount equal to the amount of such excess less the aggregate amount payable to or with respect to the Gain Share Recipients of such remaining excess in accordance with the methodology set forth on the Closing Funds Flow Statement (which shall be paid to the Company for further distribution to the applicable Gain Share Recipients, subject to applicable withholding requirements, and subject to the payment of the employer portion of any applicable payroll, employment or similar Taxes) by wire transfer of immediately available funds to SE Transmission the account or accounts designated by Representative and MLP GP (ii) Parent and Representative shall cause the Escrow Agent to pay to Representative (on behalf of the Stockholders) the Working Capital Escrow Amount less the Gain Share Escrow Percentage of such remaining amounts, which shall be paid to the Company for further distribution to the applicable Gain Share Recipients, subject to applicable withholding requirements, and subject to the payment of the employer portion of any applicable payroll, employment or similar Taxes. Any payments (other than the aggregate amounts payable to or with respect to the Gain Share Recipients) payable by Parent under this Section 2.42.8 shall be deemed part of the Merger Consideration and treated as additional Stockholder Proceeds, and Representative promptly shall disburse such additional Stockholder Proceeds to each of the Stockholders pro rata as additional Per Share Merger Consideration. Any payment pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration for Tax purposes, unless otherwise required by applicable Legal Requirements. To avoid doubt, notwithstanding the provisions of Section 2.7 and 2.8, the Parties agree Merger Consideration is subject to characterize such payments for all purposes further adjustment as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestsprovided in Section 7.3.

Post-Closing Working Capital Adjustment. (a) Within 45 days As soon as reasonably practicable following the Closing Date, SE Transmission and in no event more than 30 Business Days thereafter, Buyer shall cause the Company to prepare and deliver to Spectra MLP its estimate Buyer, Parent and Maestro the Adjustment Amount Balance Sheet, together with schedules calculating the Working Capital Amount, including a separate listing, by account, of Final Net Working Capitalthe total accounts receivable of the Company outstanding as of the Closing (the "Closing Accounts Receivable List") and any payments required under Section 1.4(e), and setting forth such calculations in reasonable detail (collectively, the "Adjustment Amount Documents"). The parties shall consult with one another and cooperate with each other in the preparation of the Adjustment Amount Documents in accordance with this Section 1.4, and Buyer shall cause the Company to provide access to such working papers and information relating to the preparation thereof as reasonably requested by the parties. (b) If Spectra MLP objects Within 15 Business Days after delivery to SE Transmission’s estimateBuyer, then it must provide Parent and Maestro of the Adjustment Amount Documents, each of Buyer, Parent or Maestro may dispute all or a portion of such Adjustment Amount Documents by giving written objection notice, together notice (a "Notice of Disagreement") to the other parties setting forth in reasonable detail the basis for any such dispute (any such dispute a "Disagreement"). The parties shall promptly commence good faith negotiations with its estimate of Final Net Working Capital, a view to SE Transmission within 30 days after receipt of SE Transmission’s estimateresolving all such Disagreements. If no objection is delivered none of Buyer, Parent nor Maestro provides a Notice of a Disagreement within such 30 daysthe 15-Business Day period set forth in this Section 1.4, then SE Transmission’s estimate the parties shall be final and bindingdeemed to have accepted such Adjustment Amount Documents in the form delivered to them by the Company. (c) If Spectra MLP objects only one of Buyer, Parent or Maestro shall deliver a Notice of Disagreement and none of the other parties disputes all or any portion of such Notice of Disagreement by giving written notice to the party that delivered such Notice of Disagreement, setting forth in reasonable detail the basis for such dispute within 15 Business Days following the delivery of such Notice of Disagreement, such parties who fail to dispute all or any portion of such Notice of Disagreement shall be deemed to have irrevocably accepted the Adjustment Amount Documents as modified in the manner described in such Notice of Disagreement. (d) If (i) Buyer, Parent or Maestro delivers a Notice of Disagreement within the 15-Business Day period set forth in Section 1.4(b) or (ii) Buyer, Parent or Maestro shall dispute a Notice of Disagreement delivered by one of the other parties within the 15-Business Day period set forth in Section 1.4(c), and within 15 Business Days following the delivery to Buyer, Parent or Maestro, as the case may be, of the notice of such dispute, the parties do not resolve the Disagreement (as evidenced by a written agreement between them), in each case such Disagreement shall thereafter be referred to the Independent Accounting Firm for a resolution of such Disagreement in accordance with the terms of this Agreement. The determinations of such firm with respect to any Disagreement shall be rendered within 15 Business Days after referral of the Disagreement to such firm or as soon thereafter as reasonably practicable, shall be final and binding upon the parties, the amount so determined shall be used to complete the final Adjustment Amount Documents and the parties agree that the procedures set forth in this Section 1.4 shall be the sole and exclusive remedy with respect to the determination of the Adjustment Amount Documents and the amount of any payment under this Section 1.4. Each of Buyer, Parent and Maestro shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within the 15-Business Day period described in the previous sentence, and each shall cooperate with such firm and provide such firm with access to the books, records, personnel and representatives of it and such other information as such firm may require in order to render its determination. All of the fees and expenses of the Independent Accounting Firm retained pursuant to this Section 1.4(d) shall be paid 50% by Buyer, 25% by Parent and 25% by Maestro (except that, in the event that Parent or Maestro is not a party to such Disagreement, Maestro or Parent, respectively, shall pay 50%). (e) Promptly after the Adjustment Amount Documents have been finally determined in accordance with this Section 1.4 (including by means of a deemed acceptance of such documents by Buyer, Parent or Maestro as provided in Section 1.4(b) and (c), respectively), but in no event later than five Business Days following such final determination (the "Initial Supplemental Closing Date"), the parties hereto shall hold a supplemental closing (the "Initial Supplemental Closing"), either by telephone or in person at a mutually convenient location. If the Working Capital Amount is less than the Required Working Capital Amount, each Member shall deliver to Buyer on the Initial Supplemental Closing Date an amount in cash equal to such Member's portion (as set forth in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing schedule (the “Accounting Referee”"Allocation Schedule") to be selected delivered by the Members to Buyer at least two Business Days prior to the Initial Supplemental Closing Date) of such difference by Wire Transfer as set forth in instructions from Buyer. If the Working Capital Amount is greater than the Required Working Capital Amount (the difference, the "Excess Working Capital Amount"), Buyer shall deliver, or shall cause to be delivered, to each Member cash as determined pursuant to Section 1.4(f). (f) The provisions of this Section 1.4(f) shall be applicable only in the following manner: event that the Excess Working Capital Amount is positive. On the Initial Supplemental Closing Date: (i) if the Parties Accounts Receivable Differential is negative or zero, Buyer shall have seven additional days following deliver, or shall cause to be delivered, to the aforementioned 30 day dispute resolution period Members an amount in cash equal to mutually agree on the identity sum of (x) the absolute value of the Accounting Referee Accounts Receivable Differential and (y) the Satisfied Accounts Receivable Amount; or, (ii) if the Parties Accounts Receivable Differential is positive, Buyer shall deliver, or shall cause to be delivered, to the Members an amount in cash equal to the excess, if any, of the Satisfied Accounts Receivable Amount over the Accounts Receivable Differential. On the last Business Day of each of the six full calendar months following the Initial Supplemental Closing Date and thereafter two Business Days following receipt from time to time of any Satisfied Accounts Receivable Amounts (each, a "Supplemental Closing Date"), if any amounts are unable required to agree on an Accounting Referee be paid pursuant to this Section 1.4(f), the preceding clause parties hereto shall hold a supplemental closing (each, a "Supplemental Closing"), either by telephone or in person at a mutually convenient location. On the applicable Supplemental Closing Date: (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding if clause (i) and within five days of receiving such noticeabove applies, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLPBuyer shall deliver, or their respective Affiliatesshall cause to be delivered, in connection with to the transactions contemplated under this Agreement and may not have performed any material services Members on behalf of any of MLP GPthe applicable Supplemental Closing Date, SE Transmission or Spectra MLPthe Satisfied Accounts Receivable Amount, if any; or (ii) if clause (ii) above applies, Buyer shall deliver, or their respective Affiliatesshall cause to be delivered, during to the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding Members on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreementapplicable Supplemental Closing Date, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (A) the “Refund Amount”), or SE Transmission Cumulative Satisfied Accounts Receivable Amount over the sum of (B) the Accounts Receivable Differential and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior any amounts previously paid by Buyer pursuant to this Agreement, to Spectra MLP an amount in cash equal to the excessSection 1.4(f). On each Supplemental Closing Date, if any, Buyer shall also deliver to each Member a supporting statement that shows the applicable calculations with respect to such Supplemental Closing. Any disputes with respect to such calculations shall be governed by and resolved in accordance with the provisions set forth in Section 1.4(b), (c) and (d) and shall be reflected in the Supplemental Closing following resolution of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount dispute, provided, however, that if any disputes pursuant to this Section 1.4(f) are resolved following the occurrence of the last Supplemental Closing, any amounts due by Buyer to the Members or Adjustment Amount, as the case may be, vice versa shall be paid by wire or interbank transfer in cash within two Business Days of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee final resolution of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP all outstanding disputes under this Section 2.41.4(f). Any amounts due to the Members from Buyer or due to Buyer from the Members pursuant to this Section 1.4(f) shall be paid to or by the Members in accordance with the Allocation Schedule by Wire Transfer as set forth in instructions from Buyer or the Members, as applicable. Notwithstanding anything to the contrary herein, the Parties agree aggregate payments by Buyer to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and Members pursuant to this Section 1.4(f) shall not as consideration for exceed the transfer of the Contributed InterestsExcess Working Capital Amount.

Post-Closing Working Capital Adjustment. (a) Within 45 days As soon as reasonably practicable following the Closing Date, SE Transmission and in no event more than forty-five (45) Business Days thereafter, Parent shall prepare and deliver to Spectra MLP its estimate the Member Representative the Closing Balance Sheet, together with schedules calculating each of Final Net the Cash Capital Amount and the Working CapitalCapital Amount, including a separate listing, by account, of the total accounts receivable of the Combined Company outstanding as of the Closing, and setting forth such calculations in reasonable detail (collectively, the "Adjustment Amount Documents"). The parties shall consult with one another and cooperate with each other in the preparation of the Adjustment Amount Documents in accordance with this Section 3.2.4, and Parent shall provide access to such working papers and information relating to the preparation thereof as reasonably requested by the Member Representative. (b) Within fifteen (15) Business Days after delivery to the Member Representative of the Adjustment Amount Documents, the Member Representative may dispute all or a portion of such Adjustment Amount Documents by giving written notice (a "Notice of Disagreement") to Parent setting forth in reasonable detail the basis for any such dispute (any such dispute a "Disagreement"). The parties shall promptly commence good faith negotiations with a view to resolving all such Disagreements. If Spectra MLP objects to SE Transmission’s estimate, then it must the Member Representative does not provide a written objection noticeNotice of Disagreement within the 15-Business Day period set forth in this Section 3.2.4, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate the Member Representative and the Members shall be final and bindingdeemed to have accepted such Adjustment Amount Documents in the form delivered to them by Parent. (c) If Spectra MLP objects Parent does not dispute all or any portion of such Notice of Disagreement by giving written notice to the Member Representative, setting forth in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then reasonable detail the basis for such dispute within fifteen (15) Business Days following the delivery of such Notice of Disagreement, Parent shall be resolved by referring deemed to have irrevocably accepted the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected Adjustment Amount Documents as modified in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity manner described in such Notice of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this AgreementDisagreement. (d) If (i) the Member Representative delivers a Notice of Disagreement within the 15-Business Day period set forth in Section 3.2.4(b) and (ii) Parent shall dispute a Notice of Disagreement delivered by the Member Representative within the 15-Business Day period set forth in Section 3.2.4(c), and within fifteen (15) Business Days following the delivery by Parent to the Member Representative of the notice of such dispute, the parties do not resolve the Disagreement (as evidenced by a written agreement between them), such Disagreement shall thereafter be referred to the Independent Accounting Firm for a resolution of such Disagreement in accordance with the terms of this Agreement. The determinations of the Independent Accounting Referee Firm with respect to any Disagreement shall be instructed rendered within fifteen (15) Business Days after referral of the Disagreement to the Independent Accounting Firm or as soon thereafter as reasonably practicable, shall be final and binding upon appointment the parties, the amount so determined shall be used to determine complete the disputed amounts in final Adjustment Amount Documents and the manner provided parties agree that the procedures set forth in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee 3.2.4 shall be no greater than the higher amount submitted sole and no lower than exclusive remedy with respect to the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or Documents and the Refund Amountamount of any payment under this Section 3.2.4. Each of Parent, as applicable, by the Accounting Referee shall be final and binding on the Partiesone hand, and the Member Representative, on the other hand, shall cooperate with the Independent Accounting Firm and provide the Independent Accounting Firm with access to the books, records, personnel and representatives of it and such other information as the Independent Accounting Firm may require in order to render its determination. The All of the fees and expenses of the Independent Accounting Referee Firm retained pursuant to this Section 3.2.4(d) shall be borne equally paid 50% by Spectra MLPParent and 50% by the Principal Members and the KMV Corporation Shareholders. Parent shall be entitled but not required to deduct from the Working/Cash Capital Holdback Amount any such fees to be paid by the Principal Members and the KMV Corporation Shareholders, on one hand, and SE Transmission, on which amount Parent shall pay to the other handIndependent Accounting Firm. (e) Spectra MLP Promptly after the Adjustment Amount Documents have been finally determined in accordance with this Section 3.2.4 (including by means of a deemed acceptance of such documents by Parent or the Member Representative as provided in Section 3.2.4(b) and (c), respectively), but in no event later than five (5) Business Days following such final determination (the "Supplemental Closing Date"), the parties hereto shall pay to SE Transmission and MLP GPhold a supplemental closing (the "Supplemental Closing"), either by telephone or in proportion to such Party’s ownership of person at a mutually convenient location. If the Saltville Companies prior to this Agreement, Differential is a negative number Parent shall (i) deduct from the Working/Cash Capital Holdback Amount on the Supplemental Closing Date an amount in cash equal to the excessabsolute value of such Differential, which deducted amount Parent shall be entitled to retain and (ii) deliver each Member's and KMV Corporation Shareholder's portion, pro rata in accordance with their respective ownership percentages set forth on the Closing Consideration Exhibit, of the remainder of the Working/Cash Capital Holdback Amount, if any, as set forth in instructions from the Member Representative. If such Differential exceeds the Working/Cash Capital Holdback Amount, then such excess shall be deemed to be Losses pursuant to Section 10.2 of Final Net Working Capital minus Reference Net Working Capital this Agreement; provided, however, that such Losses shall not be subject to the Threshold Amount but rather Parent shall be immediately entitled to offset pursuant to Section 10.2.3 of this Agreement to the full extent of such Losses and recover such amounts immediately from the Escrow Account. If the Differential is a positive number, Parent shall (x) deliver each Member's and KMV Corporation Shareholder's portion, pro rata in accordance with their respective ownership percentages set forth on the “Refund Amount”)Closing Consideration Exhibit, or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior Working/Cash Capital Holdback Amount (less any amounts deducted from the Working/Cash Capital Holdback Amount by Parent pursuant to the last sentence of Section 3.2.4(d) of this AgreementAgreement to pay the Principal Members' and KMV Corporation Shareholders' 50% share of the fees of the Independent Accounting Firm) as set forth in instructions from the Member Representative and (y) deliver each Member's and KMV Corporation Shareholder's portion, to Spectra MLP an pro rata in accordance with their respective ownership percentages set forth on the Closing Consideration Exhibit, of the aggregate amount in of cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (Differential as set forth in instructions from the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed InterestsMember Representative.

Post-Closing Working Capital Adjustment. The Purchase Price set forth in Subsection 1.03 hereof shall be subject to adjustment after the Closing Date as follows: (a) Within 45 Not later than sixty (60) days following after the Closing Date, SE Transmission the Buyer shall deliver a balance sheet of the Company as of the Closing Date (as corrected pursuant to Spectra MLP its estimate Subsection 1.04(c) hereof, the "Closing Balance Sheet") to each of Final Net Working Capitalthe parties to this Agreement. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles in the United Kingdom ("UK GAAP") applied consistently with the Company's past practice (to the extent that such past practice was in accordance with UK GAAP), without any adjustments applicable solely as a result of the acquisition of the Shares by the Buyer on the Closing Date. (b) If Spectra MLP objects The Seller and one firm of independent certified accountants acting on behalf of the Seller (the "Seller's Auditors") shall have reasonable access to SE Transmission’s estimatethe books, then it must provide a written objection noticerecords, together properties and personnel of the Company for purposes of verifying the accuracy and fairness of the presentation of the Closing Balance Sheet. The Seller shall work in good faith and cooperate with its estimate the Buyer and the Buyer's accountants (the "Buyer's Auditors") in the preparation of Final Net Working Capital, the Closing Balance Sheet and the resolution of any dispute in connection therewith pursuant to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and bindingparagraph (c) below. (c) The values or amounts for each item reflected on the Closing Balance Sheet shall be binding upon the Seller, unless the Seller gives written notice, within thirty (30) days after receipt of the Closing Balance Sheet, of disagreement with any of the values or amounts shown on the Closing Balance Sheet, specifying as to each such item in reasonable detail, the nature and extent of such disagreement (the "Dispute Notice"). If Spectra MLP objects in the Seller does deliver a timely manner Dispute Notice, the Buyer and Spectra MLP the Seller shall use reasonable best efforts to resolve any disagreements with respect to the Closing Balance Sheet, but if the Buyer and SE Transmission the Seller are unable to agree upon Final Net Working Capital resolve any such disagreement within 30 sixty (60) days after SE Transmission’s receipt the date of Spectra MLP’s objectionthe Dispute Notice, then such dispute the Buyer and the Seller shall be resolved by referring the disputed items relating to such calculation to jointly retain an independent accounting firm of recognized national standing (the “"Accounting Referee”Arbitrator") to be selected make a binding determination as to such unresolved disputed items in accordance with this Agreement. If the following manner: (i) Buyer and the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties Seller are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care choice of the Conflicts CommitteeAccounting Arbitrator, then the Buyer's Auditors and the Seller's Auditors shall jointly select a "big-four" accounting firm (or a successor) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting RefereeArbitrator. The Buyer and the Seller shall direct the Accounting Arbitrator to render a determination within thirty (30) days of its retention and the Buyer, the Seller, and their respective agents shall reasonably cooperate with the Accounting Arbitrator during its engagement. The Accounting Referee Arbitrator shall consider only those items and amounts set forth in the Dispute Notice which the Buyer and the Seller are unable to resolve. The Buyer and the Seller shall each make written submissions to the Accounting Arbitrator promptly (and in any event within twenty (20) days after the Accounting Arbitrator's retention), which submissions shall contain such party's computations of the values and amount shown on the Closing Balance Sheet and adjustments and information, arguments, and support for such party's position. The Accounting Arbitrator shall review such submissions and base its determination solely on them. In resolving any disputed item, the Accounting Arbitrator may not be otherwise engaged by assign a value to any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no item greater than the higher amount submitted and no lower greatest value for such item claimed by either the Buyer or the Seller or less than the lower amount submitted. The authority of lowest value for such item claimed by either the Accounting Referee shall be limited to determining Buyer or the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages)Seller. The determination of the Adjustment Amount or Accounting Arbitrator shall be conclusive and binding upon the Refund Amountparties. The Closing Balance Sheet, as applicable, adjusted to reflect the negotiated resolution of disputed items by the Buyer and the Seller and the resolution of all other disputed items by the Accounting Referee Arbitrator shall be deemed to be the final Closing Balance Sheet for the purposes of this Agreement. The Buyer and the Seller shall bear the costs and expenses of the Accounting Arbitrator in inverse proportion to their respective success on the merits and such allocation of fees and expenses shall be calculated by the Accounting Arbitrator and shall be final and binding on the Partiesparties. (d) The Buyer shall pay the fees and disbursements of the Buyer's Auditors. The Seller shall under no circumstances be liable for any fees or disbursements of the Buyer's Auditors. The fees and expenses disbursements of the Accounting Referee Seller's Auditors incurred in the review of the Closing Balance Sheet shall be borne equally paid by Spectra MLP, on one hand, and SE Transmission, on the other handSeller. The Buyer shall under no circumstances be liable for any fees or disbursements of the Seller's Auditors. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership Immediately upon the expiration of the Saltville Companies prior thirty (30)-day period for giving the Dispute Notice, if no Dispute Notice is given, or, if a Dispute Notice is delivered by the Seller, immediately upon the resolution of disputes set forth therein pursuant to this AgreementSubsection 1.04, an amount in cash equal to the excessPurchase Price shall be adjusted as set forth herein (as so adjusted, if any, of Final Net Working Capital minus Reference the "Adjusted Purchase Price"). If the Net Working Capital (as such term is defined below) on the “Refund Amount”)Closing Date, or SE Transmission and MLP GP as reflected on the Closing Balance Sheet, is less than GBP732,000, the deficiency shall pay, in proportion be deducted from the Purchase Price to such Party’s ownership of obtain the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to Adjusted Purchase Price. If the excess, if any, of Reference Net Working Capital minus Final on the Closing Date, as reflected on the Closing Balance Sheet, is greater than GBP732,000, the surplus shall be added to the Purchase Price to obtain the Adjusted Purchase Price. For the purposes of this Subsection 1.04(e), any deficiency or surplus of Net Working Capital shall be converted into U.S. Dollars in accordance with generally accepted accounting principles in the United States ("US GAAP"), based upon the “Adjustment Amount”)spot exchange rate reported in the Wall Street Journal on the Closing Date. The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final term "Net Working Capital. To " is defined as the extent that Spectra MLP makes payment to SE Transmission excess of net accounts receivable, net inventory and MLP GP under this Section 2.4prepaid expenses over accounts payable and accrued expenses, all as shown on the Parties agree to characterize such payments for all purposes as a reduction or refund March 31, 2010 balance sheet of the net working capital contributed Company (the "March 31 Balance Sheet") set forth in Exhibit A hereto. For the avoidance of doubt, cash, cash equivalents and fixed assets shall not as consideration for be considered in the transfer determination of the Contributed InterestsNet Working Capital.

Post-Closing Working Capital Adjustment. (a) Within 45 At the Closing, Parent shall deliver to Purchaser a certificate, executed by an executive officer of Parent on behalf of Parent (the “Working Capital Certificate”), which shall set forth Parent’s good faith estimates of (i) the balance sheet of the Purchased Business as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) a statement of the Working Capital of the Purchased Business reflected on the Closing Balance Sheet (the “Closing Working Capital Amount”) and (iii) a calculation of the Purchase Price payable at the Closing pursuant to Section 1.2. The Closing Balance Sheet and the Closing Working Capital Amount shall be prepared and determined in accordance with GAAP; provided, however, that the Closing Working Capital Amount shall be calculated based on current assets less current liabilities as those terms are defined under GAAP, except as otherwise specified in the definition of Working Capital set forth in Article 9. Parent will deliver to Purchaser a draft of the Working Capital Certificate no less than five (5) business days following prior to the Closing Date, SE Transmission which draft shall deliver to Spectra MLP its estimate set forth Parent’s good faith estimates of Final Net the Closing Balance Sheet, the Closing Working CapitalCapital Amount and the Purchase Price. (b) If Spectra MLP objects to SE Transmission’s estimateThe Closing Balance Sheet, then it must provide a written objection notice, together with its estimate of Final Net the Closing Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate Capital Amount and the Purchase Price included in the Working Capital Certificate shall be final binding and binding. conclusive upon, and deemed accepted by, Purchaser unless Purchaser shall have notified Parent within forty-five (c45) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring following the disputed items relating to such calculation to an independent accounting firm of recognized national standing Closing (the “Accounting RefereeObjection Notice”) that it disputes the accuracy of any of them. Until final determination of the Closing Balance Sheet and the Closing Working Capital Amount in accordance with this Section 2.4, Sellers will provide Purchaser and its authorized representatives with access during normal business hours to all books, records and personnel of Sellers to the extent related to the Company and the Company Subsidiary as Purchaser may reasonably request in order to verify the accuracy and completeness of the Closing Balance Sheet and the Closing Working Capital Amount; provided that such access by Purchaser shall not unduly interfere with the business or operations of Seller and shall not otherwise be selected unduly burdensome to Seller. The Objection Notice shall specify in the following manner: reasonable detail (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee orthose items that Purchaser disputes, (ii) if the Parties are unable to agree on an Accounting Referee pursuant amounts of any adjustments to the preceding clause (i)Closing Balance Sheet, SE Transmission will select three candidates the Closing Working Capital Amount and deliver a written notice containing the names Purchase Price that are necessary in its judgment to conform to the requirements of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may (iii) Purchaser’s reasons for such disputes and adjustments. If Purchaser and Parent cannot have performed any material services agree on behalf the final Closing Balance Sheet, Closing Working Capital Amount and Purchase Price within twenty (20) days after receipt by Purchaser of any the Objection Notice, the parties shall submit their final calculations of MLP GPthe items in dispute to a nationally recognized accounting firm selected upon mutual agreement of Parent and Purchaser, SE Transmission for resolution within thirty (30) days or Spectra MLPas soon thereafter as reasonably practicable. Such accounting firm shall review such final calculations and make a selection as to which of the final calculations presented to it is, or their respective Affiliates, during the two years immediately preceding the date of this Agreement. (d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; providedaggregate, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submittedmore accurate. The authority of the Accounting Referee shall be limited to determining the items disputed decision by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee such accounting firm shall be final and binding on the Partiesparties. The fees costs and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one hand, and SE Transmission, on the other hand. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, accounting firm shall be paid by the party whose proposed calculation is not selected by such accounting firm. Purchaser and Parent shall make available to such accounting firm all relevant books and records relating to the calculations submitted and all other information reasonably requested by such accounting firm. (c) If the Purchase Price, upon the final determination or acceptance thereof in accordance with Section 2.4(b), is less than the amount of the Purchase Price paid by Purchaser at Closing, then the difference shall be paid by Parent to Purchaser within five (5) days after the date of such final determination or acceptance. If the Purchase Price, upon the final determination or acceptance thereof in accordance with Section 2.4(b), is greater than the amount of the Purchase Price paid by Purchaser at Closing, then the difference shall be paid by Purchaser to Parent within five (5) days after the date of such final determination or acceptance. Any payment under this Section 2.4(c) shall be made by wire or interbank transfer of in immediately available funds within 10 days following the agreement in accordance with wiring instructions furnished by the Parties or recipient of such payment at least two (2) business days prior to the determination by the Accounting Referee date of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interestspayment.

Post-Closing Working Capital Adjustment. (a) Within No later than 45 days Business Days following the Closing Date, SE Transmission the Vendor shall prepare and deliver to Spectra MLP the Purchaser a closing statement (the “Post-Closing Statement”) setting forth, in reasonable detail, the Vendor’s calculation (the “Vendor’s Proposed Calculation”) of the Closing Working Capital and the revised Purchase Price based thereon. The Vendor shall provide the Purchaser and its estimate authorized representatives with reasonable access and assistance during normal business hours to the books and records of Final Net Working Capitalthe Vendor to verify the accuracy of Vendor’s Proposed Calculation (including providing reasonable access to any working papers in respect of Vendor’s Proposed Calculation), provided, however, that such access shall not unreasonably disrupt the operations of the Vendor. (b) The Purchaser may object to any matter relating to the Post-Closing Statement or the Vendor’s Proposed Calculation by written notice of objection (the “Dispute Notice”) delivered to Vendor within 10 Business Days after the Purchaser’s receipt of the Post-Closing Statement. In the event the Purchaser elects not to deliver a Dispute Notice to the Vendor within such 10 Business Day period, the Post-Closing Statement will be conclusive and binding on the Purchaser and the Vendor. The Dispute Notice, if any, shall set forth, in reasonable detail, the matter in dispute and the basis for the dispute (the “Disputed Matter”) and, if related to a monetary amount, the amount of the Vendor’s Proposed Calculations in dispute (the “Disputed Amounts”). If Spectra MLP objects the Purchaser delivers a Dispute Notice within the 10 Business Day period referred to SE Transmissionin this Section 2.6(b), then: (i) any amount of Vendor’s estimate, then it must provide Proposed Calculation that is not a written objection notice, together with its estimate Disputed Amount shall be treated as final and binding; and (ii) any Disputed Matter or Disputed Amount shall be resolved as follows: (i) the Purchaser and the Vendor shall use commercially reasonable efforts to resolve the Disputed Matters and the Disputed Amounts as soon as practicable. If the Purchaser and the Vendor do not agree on the determination of Final Net Working Capital, to SE Transmission the Disputed Matters and the calculations of all of the Disputed Amounts within 30 Business Days of a Dispute Notice being received, the dispute shall be referred to the Independent Accountant. The Independent Accountant shall, as promptly as practicable, make a determination in respect of the Disputed Matters or Disputed Amounts subject to the following: (A) The Independent Accountant shall conduct a review and verification of the Disputed Matters and the Disputed Amounts based solely on materials presented by the Purchaser and the Vendor, and not by independent review (provided, however, that all calculations shall be performed in a manner consistent with past practices of the Vendor), and shall select either the Purchaser’s determination of the Disputed Matters and the calculations of the Disputed Amounts as set forth in the Dispute Notice or the Vendor’s determination of the Disputed Matters and the Vendor’s Proposed Calculation of the Disputed Amounts as set forth in Post-Closing Statement or an amount that is between the two proposed calculations. (B) Each of the Purchaser and the Vendor shall use their commercially reasonable efforts to cause the Independent Accountant to render a decision in accordance with this Section 2.6(b)(i), along with a statement of reasons therefor, within 45 days after receipt of SE Transmission’s estimatethe submission of the Disputed Matters and the Disputed Amounts to the Independent Accountant or a reasonable time thereafter. If no objection is delivered within such 30 days, then SE Transmission’s estimate The decision of the Independent Accountant shall be final and bindingbinding upon the Parties and non-appealable, and each such Party shall be entitled to obtain a judgment entered by a court having competent jurisdiction thereover enforcing such decision. (C) In the event the Parties submit any Disputed Matters or Disputed Amounts to the Independent Accountant for resolution, and the Independent Accountant awards a decision in favour of one Party, the other Party shall be responsible to pay the fees and costs of the Independent Accountant. If the Independent Accountant determines that the Disputed Matters or the Disputed Amount is between the Purchaser’s calculation of the Disputed Matters or the Disputed Amounts as set forth in the Dispute Notice and the Vendor’s Proposed Calculation of the Disputed Amounts as set forth in Post-Closing Statement, the fees and costs of the Independent Accountant shall be allocated between the Parties based upon the percentage which the portion of the Disputed Amount not awarded to each Party bears to the amount actually contested by such Party. Regardless of the determination of the Independent Accountant, each Party shall be responsible for their own costs and expenses incurred under this Section 2.6(b)(i) (other than the fees and costs of the Independent Accountant). (c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Once the Closing Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objectionhas been finally determined in accordance with this Section 2.6, then such dispute shall be resolved by referring then: (i) if the disputed items relating to such calculation to an independent accounting firm of recognized national standing Closing Cash Amount is greater than the Purchase Price, as finally adjusted in accordance with the provisions hereof (the “Accounting RefereeAdjusted Purchase Price”) to be selected in ), then the following manner: (i) Vendor shall promptly pay the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity amount of the Accounting Referee or, difference between the Adjusted Purchase Price and the Closing Cash Amount to the Purchaser; and (ii) if the Parties are unable to agree on an Accounting Referee pursuant Adjusted Purchase Price is greater than the Closing Cash Amount, then the Purchaser shall promptly pay the amount of the difference between the Adjusted Purchase Price and the Closing Cash Amount to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this AgreementVendor. (d) Schedule 2.6(d) attached hereto sets forth the basis on which the Working Capital is to be calculated with respect to the Purchased Business, together with a sample calculation thereof. The Accounting Referee Parties acknowledge and agree that the Closing Working Capital shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP in its original objection that have not since been resolved by the Parties. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of the Adjustment Amount or the Refund Amount, as applicable, by the Accounting Referee shall be final and binding calculated on the Parties. The fees and expenses of the Accounting Referee shall be borne equally by Spectra MLP, on one handsame basis, and SE Transmissionusing the same principles set forth in, on Schedule 2.6(d) and the other handsample calculation attached thereto. (e) Spectra MLP shall pay to SE Transmission and MLP GP, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, an amount in cash equal to the excess, if any, of Final Net Working Capital minus Reference Net Working Capital (the “Refund Amount”), or SE Transmission and MLP GP shall pay, in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement, to Spectra MLP an amount in cash equal to the excess, if any, of Reference Net Working Capital minus Final Net Working Capital (the “Adjustment Amount”). The Refund Amount or Adjustment Amount, as the case may be, shall be paid by wire or interbank transfer of immediately available funds within 10 days following the agreement by the Parties or the determination by the Accounting Referee of the Final Net Working Capital. To the extent that Spectra MLP makes payment to SE Transmission and MLP GP under this Section 2.4, the Parties agree to characterize such payments for all purposes as a reduction or refund of the net working capital contributed and not as consideration for the transfer of the Contributed Interests.