Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver to Purchaser an estimated closing statement (the “Estimated Closing Statement”), setting forth the Company’s reasonable and good faith estimated calculation of: (i) the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments in good faith.

Closing Adjustment. Not later than (i) At least three Business Days before the third (3rd) Business Day prior to the Closing DateClosing, the Company Holdco shall prepare and deliver to Purchaser an estimated closing Parent a statement (“Estimated Closing Statement”) setting forth its good faith estimate of (A) the Closing Working Capital (the “Estimated Closing StatementWorking Capital”) prepared and calculated in a manner consistent with the application of GAAP and the calculation set forth on Exhibit E, which such estimate will contain an estimated consolidated balance sheet of Holdco as of the Closing Date (giving effect to the Non-Core Asset Transactions, but without giving effect to the other Transactions), setting forth the Company’s reasonable and good faith estimated calculation of: (iB) the Working Capital Cash of the Company FNC Entities as of immediately prior to the Closing, which shall be prepared in form and format set out in open of business on the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 Closing Date (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment AmountClosing Cash”), (iiC) the Cash Indebtedness of the Company FNC Entities as of immediately prior to the open of business on the Closing Date (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control PaymentsIndebtedness”), and (viD) Transaction Expenses as of the resultant Closing (the “Estimated Net Purchase PriceClosing Transaction Expenses”). The Estimated Closing Statement is to be will contain a certificate of the Chief Financial Officer of Holdco that the Estimated Closing Statement was prepared in accordance with GAAP, applied using the terms same accounting methods, practices, principles, policies and definitions procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in this Agreementthe preparation of the Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, and to consistent with the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles calculation set forth on Exhibit B E. (the ii) The “Specific Accounting Policies”), (2) Estimated Closing Adjustment” shall be an amount equal to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments in good faithWorking Capital minus $4,740,000 (which such amount may be a positive or negative number).

Closing Adjustment. Not (i) No later than the third (3rd) three Business Day prior to Days before the Closing Date, the Company shall prepare and Partnership will deliver to Purchaser the Parent (A) an estimated closing unaudited consolidated balance sheet of the Partnership at and as of 11:59 P.M. on the day immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), (B) a statement (the “Estimated Closing Statement”), ) setting forth the Company’s reasonable and its good faith estimated calculation of: (i) estimate of the amount of the Closing Cash, any Closing Working Capital Surplus or Closing Working Capital Deficiency, the Closing Indebtedness and the Transaction Expenses and (C) an updated version of Exhibit C reflecting the Rollover Consideration and Cash Consideration payable in accordance with the Estimated Closing Statement (“Updated Exhibit C”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared by the Partnership in accordance with GAAP and this Agreement applied on a basis consistent with past practice and the principles used in preparation of the Company Latest Balance Sheet (without giving effect to the transactions contemplated herein). The Parent and its Representatives, including the Parent’s independent accountants, will be entitled to review all work papers of the Partnership and its Representatives, including its independent accountants, prepared or reviewed in connection with the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, as well as access to the books and records and personnel of immediately the Partnership as the Parent may reasonably request for the purpose of reviewing the Estimated Closing Balance Sheet and the Estimated Closing Statement. If the Parent disputes the Estimated Closing Balance Sheet, the Estimated Closing Statement (or any portion thereof) or the Updated Exhibit C prior to the Closing, which shall be prepared in form and format set out in then the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimateParent, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing StatementPartnership, and the Company shall consider Purchaser’s comments Holder Representative will negotiate in good faithfaith to resolve any such dispute at or prior to Closing.

Closing Adjustment. Not later than (a) At the third (3rd) Business Day prior Closing, the Sellers shall deliver to the Closing Date, the Company shall prepare and deliver to Purchaser an estimated closing a statement (the “Estimated Closing Statement”"CLOSING STATEMENT") in the form of SCHEDULE 2.3(A), setting forth the Company’s reasonable and good faith estimated calculation of: which lists (i) the Working Capital cash of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 Balance Sheet Date (such estimateamount, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”"SELLERS' CLOSING CASH BALANCE"), (ii) the Cash amounts of the short-term asset and short-term liability accounts of the Company as of immediately prior to the Closing (such estimatelisted thereon, the “Estimated Closing Cash Amount”), and (iii) the Closing Indebtedness amount calculated by subtracting the sum of such short-term liability accounts from the sum of such short-term asset accounts set forth therein (such estimateamount, the “Estimated Closing Indebtedness Amount”"SELLERS' CLOSING WORKING CAPITAL BALANCE"), (iv) together with the Seller Transaction Expenses outstanding work papers and other supporting documents used by the Sellers to prepare the Closing Statement. The Purchaser shall be entitled to participate in the preparation of the Closing Statement. The Purchaser and the Sellers acknowledge that, solely for purpose of the Closing Statement, accrued expenses will not be actually calculated as of immediately prior to the Balance Sheet Date and such amount on the Closing Statement shall be equal to an amount that is 110 % of the balance of accrued expenses set forth in the Interim Company Financial Statements. (such estimate, b) The amounts set forth in the “Estimated Seller Transaction Expense Amount”), (vClosing Statement shall be calculated in accordance with SCHEDULE 2.3(B) and to reflect the Change financial position of Control Payments unpaid the Company on a consolidated basis as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be prepared Balance Sheet Date in accordance with the terms accounting records of the Company and definitions in this AgreementGAAP consistent, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles Audited Company Financial Statements are in clause (1), and only to the extent consistent accordance with GAAP, the policies, principles, practices, and procedures with those used in the preparation of the Audited Company Financial Statements dated as of December 31, 20242001. (c) At the Closing, and the Closing Adjustment shall be determined as follows: (3i) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event that the Sellers' Closing Working Capital Balance is a positive number equal to or greater than the amount of conflictthe Target Working Capital, (1) then the Closing Adjustment shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior be a positive number equal to the ClosingSellers' Closing Cash Balance. For the avoidance of doubt and by way of example of the foregoing, Purchaser shall have in the opportunity to review and provide comments on event that the Estimated Sellers' Closing StatementWorking Capital Balance is U.S.$4,000,000, and the Company Sellers' Closing Cash Balance is U.S.$3,000,000, the Base Price would be increased by U.S.$3,000,000, but the Base Price would not be further adjusted at the Closing for the U.S.$1,000,000 excess working capital. (ii) In the event that the Sellers' Closing Working Capital Balance is a negative number, zero or a positive number less than the Target Working Capital, then the Closing Adjustment shall consider Purchaser’s comments be a positive or negative number equal to the sum of the Sellers' Closing Cash Balance and the Sellers' Closing Working Capital Balance, minus the Target Working Capital, giving effect for purposes of such calculation to whether each number is negative or positive. For the avoidance of doubt and by way of example of the foregoing, in good faiththe event that the Sellers' Working Capital Balance is U.S.$2,000,000, and the Sellers' Closing Cash Balance is U.S.$4,000,000, then the Base Price would be increased by U.S.$3,000,000.

Closing Adjustment. Not later (i) At the Closing, the Closing Cash Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the third Target Working Capital, or (3rd2) Business Day prior a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by Estimated Cash; (C) a decrease by the Estimated Indebtedness (including the Estimated Vehicle Lease Obligations Amount); (D) a decrease by the Estimated Transaction Expenses; and (E) an increase by Estimated Vehicle Lease Obligations Amount. The net amount after giving effect to the adjustments listed above shall be the “Closing DateDate Cash Consideration.” (ii) At least three Business Days before the Closing, the Company Stockholders and the Seller shall prepare and deliver to Purchaser an estimated closing the Buyer a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), setting forth (B) Cash as of the Company’s reasonable and good faith estimated calculation of: Determination Time (i“Estimated Cash”), (C) the Working Capital outstanding Indebtedness of the Company as of immediately prior to the ClosingDetermination Time (“Estimated Indebtedness”), which shall be prepared in form and format set out in (D) the pro forma example, which was prepared unpaid Transaction Expenses as of November 30the Determination Time (“Estimated Transaction Expenses”), 2025, attached hereto (E) the outstanding amount of Vehicle Lease Obligations as Schedule 2.03 of the Determination Time (such estimate, the “Estimated Working Capital Vehicle Lease Obligations Amount”), and a (F) the Seller’s calculation of the difference between Closing Date Cash Consideration in accordance with Section 2.04(a)(i) as a result of the Estimated Working Capital Amount and estimates described in the Working Capital Target, which amount may be positive, negative or zero foregoing clauses (such calculation, the “Estimated Working Capital Adjustment Amount”A) through (E), (ii) together with a certificate of the Cash Chief Financial Officer of the Company as of immediately prior to that the Closing (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be was prepared in good faith and in accordance with this Agreement and GAAP applied using the terms and definitions in this Agreementsame accounting methods, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policiespractices, principles, practicespolicies and procedures, with consistent classifications, judgments and procedures valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements dated December 31, 2024, for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAPaudited as of a fiscal year end. In The Seller shall consult the event Buyer regarding the preparation of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and including any estimates of such amounts. Not less than one Business Day prior to Closing, the Company Buyer shall notify the Seller of its good faith objections, if any, to the Estimated Closing Statement. The Seller shall consider Purchaser’s comments in good faithfaith the Buyer’s objections to the Estimated Closing Statement calculations and shall revise such calculations, if, based on Seller’s good faith assessment of the Buyer’s objections, such changes are warranted, which revised calculations shall become the applicable Estimated Closing Statement.

Closing Adjustment. Not (i) At the Closing, the portion of the Base Price payable to the Sellers shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by the amount of Estimated Closing Cash on Hand; (C) a decrease (without duplication) by the outstanding Estimated Closing Indebtedness; and (D) a decrease (without duplication) by the amount of unpaid Estimated Closing Transaction Expenses. (ii) The net amount after giving effect to the adjustments listed above shall be the “Initial Payment.” (iii) No later than the third three (3rd3) Business Day Days prior to the date hereof, Sellers’ Representative shall have prepared and delivered to Buyer (A) a statement (the “Closing Date, the Company shall prepare and deliver to Purchaser an estimated closing statement Statement”) setting forth Sellers’ Representative’s good faith estimate of Closing Working Capital (the “Estimated Closing StatementWorking Capital”), setting forth the Company’s reasonable and good faith estimated calculation of: Closing Cash on Hand (i) the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amounton Hand”), Closing Indebtedness (the “Estimated Closing Indebtedness”) and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), (iiiB) a certificate of an officer of the Company that the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be was prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Agreed Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3C) finallya statement setting forth for each Seller the portion of the Purchase Price to be received by such Seller and the wire transfer instructions for the account or accounts into which payments to such Seller may be paid. The Closing Statement shall be accompanied by customary payoff letters, if not otherwise addressed in clauses (1) and (2)which will include customary lien releases, GAAP. In the event for every item of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments in good faithIndebtedness.

Closing Adjustment. (a) Not later less than the third five (3rd5) Business Day Days prior to the anticipated Closing Date, Supervalu shall provide Purchaser with a statement setting forth its good-faith estimates of Cash, Working Capital and Indebtedness as of the Company shall prepare and deliver to Purchaser an estimated closing statement Closing (the “Estimated Closing Statement”), setting and such schedules with respect to the determination thereof as Supervalu believes is reasonably necessary to support such Estimated Closing Statement, which shall be accompanied by a notice (the “Closing Notice”) that sets forth (i) Supervalu’s determination of the Company’s reasonable Closing Adjustment and good faith estimated calculation of: the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.7. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”), positive or negative, that shall be equal to (i) the Working Capital amount of the Company as of immediately prior to the Closing, which shall be prepared in form and format Cash set out forth in the pro forma exampleEstimated Closing Statement, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), plus (ii) the Cash amount of Working Capital set forth in the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amount”)Statement, less (iii) the Closing Indebtedness (such estimateTarget Working Capital Amount, the “Estimated Closing Indebtedness Amount”), less (iv) the Seller Transaction Expenses outstanding as amount of immediately prior to Indebtedness set forth in the Estimated Closing Statement (it being understood that the amount of the Debt Financing will not be considered Indebtedness for purposes of the Closing Adjustment). (such estimate, the “Estimated Seller Transaction Expense Amount”), (vc) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to shall be prepared in accordance with the terms definitions of “Cash”, “Working Capital” and definitions in this Agreement, “Indebtedness” (as applicable and to the extent applicable the Specific Accounting Policies forming part of without duplication) set forth herein based on the Accounting Principles. “Accounting Principles” means: (1) Standard, applied consistently with their application in connection with the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in preparation of the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments in good faithStatements.

Closing Adjustment. Not later than the third (3rdi) At least five (5) Business Day prior to Days before the Closing DateClosing, the Company shall prepare and deliver to Purchaser an estimated closing Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing StatementWorking Capital”), setting forth the Company’s reasonable and good faith which statement shall contain an estimated calculation of: (i) the Working Capital balance sheet of the Company as of immediately prior the Closing Date (without giving effect to the Closingtransactions contemplated herein), which shall be prepared in form and format set out in the pro forma example, which was prepared as a calculation of November 30, 2025, attached hereto as Schedule 2.03 Estimated Closing Working Capital (such estimate, the “Estimated Closing Working Capital AmountStatement”), and a calculation certificate executed by an officer of the difference between Company stating that the Estimated Closing Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be was prepared in accordance with the terms same accounting methods, practices, principles, policies and definitions procedures, with consistent classifications, judgments and valuation and estimation methodologies (including with respect to reserves) that were used in this Agreementthe preparation of the Interim Financial Statements; provided, that, notwithstanding the foregoing, and to solely for the extent applicable purposes of calculating the Specific Accounting Policies forming part amount of Estimated Closing Working Capital, the Estimated Closing Working Capital Statement (but not, for the avoidance of doubt, the Closing Working Capital Statement) shall include an additional $40,000 as a Current Liability of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B Company (the “Specific Accounting PoliciesAdditional Liability”), . (2ii) The “Closing Adjustment” shall be an amount equal to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing StatementWorking Capital minus the Target Working Capital. For the avoidance of doubt, (i) if the Closing Adjustment is a positive number, the Initial Cash Consideration shall be increased by the amount of the Closing Adjustment and (ii) if the Company Closing Adjustment is a negative number, the Initial Cash Consideration shall consider Purchaser’s comments be reduced by the absolute value of the amount of the Closing Adjustment, in good faitheach case pursuant to Section 3.2(a).

Closing Adjustment. Not As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the third (3rd) date that is three Business Day Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser an estimated closing Parent a statement (the “Estimated Closing Statement”), ) setting forth the Company’s reasonable and good faith estimated calculation offorth: (i) the Company’s good faith estimate of the Working Capital of the Company Target Companies as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to 12:01 a.m. Mountain Time on the Closing Date (such estimate, the “Estimated Closing Cash Working Capital Amount”), prepared in accordance with GAAP and presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b); (iiiii) the Company’s good faith calculation of the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), ; (iviii) the Seller Transaction Expenses outstanding as Company’s good faith calculation of immediately prior to the Closing Cash Amount (such estimate, the “Estimated Seller Transaction Expense Closing Cash Amount”), ; (viv) the Change Company’s good faith calculation of Control Payments the unpaid as of immediately prior to the Closing Company Transaction Expenses (such estimate, the “Estimated Closing Company Transaction Expenses Amount”); (v) the amount of the aggregate Change of Control Payments”Payments to be paid pursuant to Section 3.02(a)(iii), and ; (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, Allocation Schedule; and (3vii) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statementbank wire instructions for, and the Company aggregate amount due to, each Person entitled to any payment at Closing pursuant to Section 3.02(a), in each case, which will be accompanied by reasonably detailed supporting calculations and documentation. All such estimates shall consider Purchaserbe subject to Parent’s comments in good faithapproval, which shall not be unreasonably withheld, conditioned or delayed and shall control solely for purposes of calculating the Estimated Adjusted Merger Consideration and the Estimated Net Adjusted Merger Consideration and shall not limit or otherwise affect Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement by Parent of the accuracy of the amounts reflected therein.

Closing Adjustment. Not (i) At the Closing, the portion of the Base Price payable to Seller shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by the amount of Estimated Closing Cash on Hand; (C) a decrease (without duplication) by the outstanding Estimated Closing Indebtedness; and (D) a decrease (without duplication) by the amount of unpaid Estimated Closing Transaction Expenses. The net amount after giving effect to the adjustments listed above shall be the “Initial Payment.” (ii) No later than the third five (3rd5) Business Day Days prior to the date hereof, Seller shall have prepared and delivered to Buyer (A) a statement (the “Closing Date, the Company shall prepare and deliver to Purchaser an estimated closing statement Statement”) setting forth Seller’ good faith estimate of Closing Working Capital (the “Estimated Closing StatementWorking Capital”), setting forth the Company’s reasonable and good faith estimated calculation of: Closing Cash on Hand (i) the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amounton Hand”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control PaymentsIndebtedness”), and Closing Transaction Expenses (vi) the resultant Estimated Net Purchase Price. The “Estimated Closing Transaction Expenses”) and (B) a certificate of an officer of Seller that the Closing Statement is to be was prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Agreed Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”)The Closing Statement shall be accompanied by customary payoff letters, (2) to the extent not inconsistent with such principles in clause (1)which will include customary lien releases, and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event for every item of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments in good faithIndebtedness.

Closing Adjustment. Not (a) No later than the third three (3rd3) Business Day days prior to the Closing Date, the Company Seller and the Buyer shall prepare and deliver to Purchaser mutually agree in writing upon an estimated closing statement (the “Estimated Closing Statement”), setting forth the Company’s reasonable and good faith estimated calculation of: (i) the Working Capital estimate of the Company Cash Reserve (after including and taking into account the prorations and adjustments for cash received or credited as of immediately prior to provided for in Section 2.5) determined during the Closingperiod commencing on October 1, which shall be prepared in form 2012 and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to ending on the Closing Date (such estimate, the “Estimated Closing Cash AmountReserve”); provided, that in the event the Seller and the Buyer are unable to agree to the Estimated Closing Cash Reserve, the Estimated Closing Cash Reserve shall equal Three Hundred Fourteen Thousand Four Hundred Seventeen Dollars ($314,417) (subject to the prorations and adjustments for cash received or credited as provided for in Section 2.5). (b) Within seventy-five (75) days after the Closing Date, the Buyer will prepare, or cause to be prepared, and deliver to the Seller an unaudited statement (the “Closing Statement”), which shall set forth the Buyer’s calculation of (i) the Cash Reserve (after including and taking into account the prorations and adjustments for cash received or credited as provided for in Section 2.5) determined during the period commencing on October 1, 2012 and ending on the Closing Date (the “Closing Cash Reserve”), (iiiii) the Indebtedness of the Company as of the Closing Indebtedness Date (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control PaymentsCompany Indebtedness”), and (viiii) the resultant Estimated Net Purchase Priceaggregate amount of free rent concessions associated with the Property, determined based on applicable base and additional rents as of the Closing Date (the “Closing Free Rent Credit”). The Estimated Closing Statement is to shall be prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, accounting policies and procedures used in the Audited Financial Statements dated December 31preparation of the Company’s financial statements, 2024consistently applied. At the Buyer’s request, the Seller (x) shall cooperate (but shall not be required to incur any material costs) in the preparation of the Closing Statement, (y) shall provide the Buyer and its Representatives with any information in its possession and reasonably requested by them in connection therewith and (3z) finallyshall give the Buyer and its Representatives access, if during normal business hours and upon reasonable notice, to the Seller’s personnel, properties and books and records for that purpose. (c) Upon receipt from the Buyer, the Seller shall have thirty (30) days to review the Closing Statement (the “Review Period”). At the Seller’s request, the Buyer (i) shall cooperate with (but shall not otherwise addressed be required to incur any material costs) the Seller and its Representatives in clauses reviewing the Closing Statement, (1ii) shall provide the Seller and its Representatives with any information reasonably requested by them in connection therewith and (2), GAAP. In the event of conflict, (1iii) shall take precedence over (2) give the Seller and (3)its Representatives access, during normal business hours and (2) shall take precedence over (3)upon reasonable notice, to the Buyer’s personnel, properties and books and records for that purpose. During If the three- (3)-Business Day period Seller disagrees with the Buyer’s computation of the Closing Cash Reserve, Closing Company Indebtedness or Closing Free Rent Credit, the Seller may, on or prior to the Closinglast day of the Review Period, Purchaser deliver a written notice to the Buyer (the “Notice of Objection”), which sets forth its specific objections to the Buyer’s calculation of such amounts; provided that the Notice of Objection shall include only objections based on (i) non-compliance with the terms of this Section 2.4 for the preparation of the Closing Statement and (ii) mathematical errors in the computation of the Closing Cash Reserve, Closing Company Indebtedness or Closing Free Rent Credit. Any Notice of Objection shall specify those items or amounts with which the Seller disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Seller’s calculation of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as applicable, based on those objections. To the extent not set forth in the Notice of Objection, the parties shall be deemed to have agreed with all other items and amounts contained in the opportunity Closing Statement. (d) Unless the Seller delivers the Notice of Objection to the Buyer on or prior to the last day of the Review Period, the Seller shall be deemed to have accepted the Buyer’s calculation of each of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, and the Closing Statement shall be final, conclusive and binding. If the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Buyer and the Seller shall, during the fifteen (15) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as applicable. If, at the end of that period or any mutually agreed extension thereof, the Buyer and the Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an independent accounting firm mutually acceptable to the Buyer and the Seller (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 2.4 and provide comments to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the amounts set forth in the Closing Statement require adjustment. The Independent Expert shall base its determination solely on written submissions by the Estimated Seller and the Buyer and not on an independent review. The Buyer and the Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Independent Expert shall deliver to the Buyer and the Seller a report that sets forth its resolution of the disputed items and amounts and its calculation of each of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit (taking into account any undisputed items); provided that in no event shall any of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as determined by the Independent Expert, be less than the Buyer’s calculation of such amounts as set forth in the Closing Statement, nor more than the Seller’s calculation of such amounts as set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by that party, as determined by the Independent Expert. (e) For purposes of this Agreement, each of the (i) “Final Cash Reserve”, (ii) “Final Company Indebtedness” and (iii) “Final Free Rent Credit” means the amount: (x) as shown in the Closing Statement delivered by the Buyer to the Seller pursuant to Section 2.4(b), if no Notice of Objection with respect thereto is timely delivered by the Seller to the Buyer pursuant to Section 2.4(c); or (y) if a Notice of Objection is so delivered, (A) as agreed by the Buyer and the Company shall consider PurchaserSeller pursuant to Section 2.4(d) or (B) in the absence of such agreement, as shown in the Independent Expert’s comments in good faithcalculation delivered pursuant to Section 2.4(d).

Closing Adjustment. Not later As soon as practicable before the Closing (but in any event, not less than the third (3rd) two Business Day Days prior to the Closing Date), the Company Seller Representative shall prepare and deliver to Purchaser an estimated closing a written statement (the “Estimated Pre-Closing Statement”), setting forth the Company’s in reasonable and good faith estimated calculation ofdetail: (i) an estimate of the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 Acquired Companies (such estimate, the “Estimated Working Capital Amount”), which, shall be prepared in accordance with GAAP and this Agreement, including the definitions set forth herein, as applicable and presented in a calculation manner consistent with the pro forma example of Working Capital, which was prepared as of October 31, 2022, attached hereto as Schedule 2.05(a), and the difference between the Estimated resultant Closing Working Capital Increase Amount and the or Closing Working Capital TargetDecrease Amount, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”)as applicable, (ii) the Cash an estimate of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness of the Acquired Companies (such estimate, the “Estimated Closing Indebtedness Amount”), (iviii) an estimate of the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (iv) an estimate of the Closing Cash of the Acquired Companies (such estimate, the “Estimated Closing Cash Amount”), (v) an estimate of the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) an estimate of the Paid Executory Period CapEx (such estimate, the “Estimated Paid Executory Period CapEx”), (vii) the resultant Estimated Net Purchase Price. The Price and (viii) an updated Allocation Schedule setting forth the amount (expressed as a dollar amount) of the Estimated Closing Statement is Net Purchase Price each Seller shall be entitled to be prepared receive in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1Section 3.02(a)(vi) the principles set forth on Exhibit B (the “Specific Accounting PoliciesUpdated Allocation Schedule”), (2) to the extent not inconsistent with such principles in clause (1), . Seller Representative shall provide Purchaser and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments Representatives with reasonable access to reasonable supporting documentation and personnel as Purchaser and Purchaser’s Representatives may reasonably request in good faithconnection with their review of such estimates.

Closing Adjustment. Not later than the third (3rdi) At least three (3) Business Day prior to Days before the Closing DateClosing, the Company shall prepare and deliver to Purchaser an estimated closing Parent a statement (the “Estimated Closing Statement”), setting forth the Company’s reasonable and good faith ) which shall contain (1) an estimated calculation of: (i) the Working Capital balance sheet of the Company as of immediately prior the Closing Date (without giving effect to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 transactions contemplated herein) (such estimate, the “Estimated Closing Balance Sheet”), and (2) a detailed calculation of its good faith estimate of (A) the Closing Working Capital Amount(the “Estimated Closing Working Capital”),(B) the Closing Cash (the “Estimated Closing Cash”), (C) the Closing Indebtedness (the “Estimated Closing Indebtedness”) and (D) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and a calculation certificate of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash President of the Company as of immediately prior to that the Estimated Closing (such estimateStatement, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimateBalance Sheet, the “Estimated Closing Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness Amount”), (iv) and the Seller Estimated Closing Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be were prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part sample calculations set forth on Schedule 1.1(x) of the Accounting PrinciplesDisclosure Schedules and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements and the Balance Sheet, as if such accounts were being prepared and audited as of a fiscal year end. “Accounting Principles” meansIn the event of any conflict among Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet and/or GAAP, the following shall control: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”)first, GAAP, (2) second, to the extent not inconsistent with such principles in clause GAAP, Schedule 1.1(x) of the Disclosure Schedules (1)3) third, and only to the extent consistent not inconsistent with GAAPGAAP or Schedule 1.1(x) of the Disclosure Schedules, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAPBalance Sheet. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments calculating any items on the Estimated Closing StatementStatement (other than the Estimated Closing Transaction Expenses), and such calculations shall not take into account (x) transactions contemplated by this Agreement or the Company financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement. (ii) The “Estimated Closing Adjustment” shall consider Purchaser’s comments in good faithbe an amount equal to the Estimated Closing Working Capital minus $1,700,000 (the “Target Working Capital”).

Closing Adjustment. Not later than the third At least three (3rd3) Business Day business days prior to the Closing Date, the Company Sellers shall prepare in good faith and deliver to Purchaser an estimated closing statement (the “Estimated Closing Statement”), setting forth the Company’s reasonable and good faith estimated calculation of: Buyer (i) the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash an estimated consolidated balance sheet of the Company as of immediately prior to the Closing Time, which shall reflect (such estimate, without limitation) all Indebtedness (the “Estimated Balance Sheet”) and (ii) a calculation of the estimated Net Working Capital based on the Estimated Balance Sheet (the “Estimated Closing Cash AmountNet Working Capital”). The Estimated Balance Sheet and Estimated Closing Net Working Capital shall be prepared from the Books and Records in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Recent Balance Sheet in compliance with Section 3.8 (iiiexcept that notwithstanding the foregoing the determination of Estimated Closing Net Working Capital shall take into account the modifications and exceptions set forth in the proviso contained in the definition of “Net Working Capital” contained in this Agreement), and shall be accompanied by (i) a certificate of the Chief Financial Officer of the Company certifying to such preparation, and (ii) detailed supporting documents for the calculation of the Estimated Closing Net Working Capital. The Cash Purchase Price shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Net Working Capital on the Closing Indebtedness Date is more than $100,175.00 (the “Upper Target”) or less than $81,962.00 (the “Lower Target”) (such estimateincrease or decrease in the Cash Purchase Price, the “Estimated Closing Indebtedness AmountAdjustment”), (iv) the Seller Transaction Expenses outstanding as . For purposes of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used an increase in the Audited Financial Statements dated December 31, 2024, Cash Purchase Price will be referred to as a “Positive Closing Adjustment” and (3) finally, if not otherwise addressed a decrease in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior Cash Purchase Price will be referred to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated as a “Negative Closing Statement, and the Company shall consider Purchaser’s comments in good faithAdjustment”.

Closing Adjustment. Not As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the third (3rd) date that is three Business Day Days prior to the Closing Date, the Company Member Representatives shall prepare and deliver to Purchaser Parent: (i) an estimated closing balance sheet of the Company as of 12:01 a.m. Mountain Time on the Closing Date; and (ii) a statement (the “Estimated Closing Statement”), setting forth the Company’s reasonable and good faith estimated calculation of: (i) the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, format attached hereto as Schedule 2.03 (such estimateExhibit B, the “Estimated Working Capital Amount”), and a calculation of the difference between Merger Consideration adjusted for (A) the Estimated Member Representatives’ good faith estimate of the Closing Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Working Capital Amount”), presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b) and prepared in accordance with GAAP; (iiiB) the Estimated Closing Working Capital Adjustment Amount, (C) the Member Representatives’ good faith calculation of the Closing Indebtedness Amount (such estimate, the “Estimated Closing Indebtedness Amount”), ; (ivD) the Seller Member Representatives’ good faith calculation of the Closing Non-Reimbursable Transaction Expenses outstanding as of immediately prior to the Closing Amount (such estimate, the “Estimated Seller Closing Non-Reimbursable Transaction Expense Expenses Amount”), (vE) the Change Member Representatives’ good faith calculation of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is Merger Consideration payable to be prepared each Member in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: hereof; (1F) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, Allocation Schedule; and (3G) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statementbank wire instructions for, and the Company shall consider Purchaser’s comments aggregate amount due to, each Person entitled to any payment at the Closing pursuant to Section 3.02, in good faitheach case, which will be accompanied by reasonably detailed supporting calculations and documentation.