Common use of Closing Statements Clause in Contracts

Closing Statements. (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch shall prepare and deliver to the other Party a statement (each, a “Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Company Parties shall prepare and deliver to SPAC a certificate duly executed by an authorized officer of the other Party a statement Company (each, a the “Company Closing StatementCertificate”) setting forth a statement of (i) the Peabody Net Working Capital aggregate accrued and the Arch Net Working Capital, respectively, unpaid Company Transaction Expenses as of immediately prior to the Closing DateMerger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) Each Party SPAC shall have deliver to the Company a period certificate duly executed by an authorized officer of 60 days after SPAC (the delivery “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to it the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely mannerforegoing, the Parties agree that the Parties shall attempt use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolutionagree. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (a) On the date of the SPAC Shareholders’ Meeting, SPAC shall deliver to the Company a written notice setting forth: (i) As promptly the aggregate amount of cash proceeds that will be required to satisfy any exercise of the SPAC Shareholder Redemption Rights pursuant to the SPAC Charter (the “SPAC Shareholder Redemptions”); (ii) SPAC’s good faith estimate of the amount of cash that will be in the Trust Account (prior to giving effect to the SPAC Shareholder Redemptions) and all unpaid SPAC Transaction Expenses as practicable, but in no event more than 60 days after of the Closing Date(which shall include the amounts and wire transfer instructions for the payment thereof); and (iii) the number of SPAC Shares and SPAC Warrants to be outstanding as of immediately prior to the Merger Effective Time and after giving effect to the SPAC Shareholder Redemptions (such written notice of (i), each (ii) and (iii), together, the “SPAC Closing Statement”); provided, however, if the Closing does not occur within five (5) Business Days of Peabody and Arch the SPAC Shareholders’ Meeting, SPAC shall prepare and deliver to the other Party a statement Company an updated SPAC Closing Statement within five (each, a “Closing Statement”5) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of Business Days prior to the Closing Date. (b) On the date of the SPAC Shareholders’ Meeting, the Company shall provide to SPAC a written notice setting forth the Company’s good faith estimate of: (i) the amount of the Company Transaction Costs and Indebtedness, (ii) the number of Continuing Options, (iii) the Share Split Factor and (iv) the number of Company Ordinary Shares that will be issued and outstanding immediately following the transactions described in Section 2.1(a) (such written notice, the “Company Closing Statement”). (c) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of Company and SPAC will consider in good faith the other Party party’s comments to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each SPAC Closing Statement and the underlying assets and liabilities. Each Party’s Company Closing Statement shall become final set forth on such statements delivered pursuant to the foregoing clauses (a) or (b), as applicable, and binding upon if any adjustments are made to the Parties SPAC Transaction Expenses or the Company Transaction Expenses as set forth on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party Statements prior to the Closing, such date. Any Notice of Disagreement adjusted SPAC Transaction Expenses or Company Transaction Expenses shall specify in reasonable detail thereafter become the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital SPAC Transaction Expenses or the Arch Net Working CapitalCompany Transaction Expenses, as the case may beapplicable, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Partiesfor all purposes of this Agreement. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicableAt least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, but in no event more than 60 days after the Closing Date, each of Peabody and Arch FTAC shall prepare and deliver to the other Party PGHL a statement (each, a the “FTAC Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the Arch Net Working Capital, respectively, as of components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing Date. (iib) Each Party At least two (2) Business Days prior to the Closing, PGHL shall have prepare and deliver to FTAC a period of 60 days after statement (the delivery to it “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the other Party PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review such of the PGHL Closing Statement. During such period, each Party shall have (y) cooperate with the right to Company and its Representatives in connection with their review of the related work papers and to conduct due diligence with respect to each PGHL Closing Statement and the underlying assets components thereof and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”z) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt consider in good faith any comments to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable PGHL Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it provided by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments FTAC prior to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the PartiesDate. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (a) On the date of the SPAC Stockholders’ Meeting, SPAC shall deliver to the Company written notice setting forth: (i) As promptly as practicable, but in no event more than 60 days after the aggregate amount of cash proceeds that will be required to satisfy any exercise of the redemption of SPAC Class A Shares prior to the Closing Datepursuant to the Organizational Documents of SPAC (the “SPAC Stockholder Redemptions”); (ii) SPAC’s good faith estimate of the amount of cash that will be in the Trust Account and the amount of SPAC Transaction Costs and Unpaid SPAC Liabilities as of the Closing; and (iii) the number of SPAC Class A Shares and SPAC Warrants to be outstanding as of immediately prior to the Effective Time and after giving effect to the SPAC Stockholder Redemptions and the SPAC Class B Conversion (such written notice of (i), each (ii) and (iii), together, the “SPAC Closing Statement”), provided that if the Closing does not occur within five (5) Business Days of Peabody and Arch the SPAC Stockholders’ Meeting, SPAC shall prepare and deliver to the other Party a statement (each, a “Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Company an updated SPAC Closing Statement. During such periodIf the Company in good faith disagrees with any portion of the SPAC Closing Statement, each Party shall have then the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written Company may deliver a notice of its such disagreement with such to SPAC until the second (2nd) Business Day prior to the Closing Statement Date (a the “Company Pre-Closing Notice of Disagreement”) to such Party prior to such date). Any Notice of Disagreement The Company and SPAC shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt seek in good faith to resolve any differences they have with respect to the matter or matters specified in dispute in such Notice of Disagreement during the 30Company Pre-day period following the delivery of such Closing Notice of Disagreement. (b) On the date following the date of the SPAC Stockholders’ Meeting, the Company shall provide to SPAC a written notice setting forth: (i) the Company’s good faith estimate of the amount of the Company Transaction Costs and (ii) the number of Company Ordinary Shares that will be issued and outstanding immediately following the Company Preferred Share Conversion and the Stock Split (such written notice of (i) and (ii), together, the “Company Closing Statement”). If SPAC in good faith disagrees with any portion of the Company Closing Statement, then SPAC may deliver a notice of such disputes cannot be resolved by disagreement to the Parties within 30 days after Company until the delivery of any second (2nd) Business Day prior to the Closing Date (the “SPAC Pre-Closing Notice of Disagreement, then all matters that were included ”). The Company and SPAC shall seek in good faith to resolve any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) differences they have with respect to each matter submitted to it, shall not resolve such matter the matters specified in a manner that is more favorable to either Party than the applicable SPAC Pre-Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (i1) As promptly as practicable, but in no event more than Within 60 days after following the Closing DateDate (or such other date as is mutually agreed to by the Vendors and the Purchaser in writing), each of Peabody and Arch shall the Purchaser will prepare and deliver to the other Party Vendors a draft unaudited statement (eachthe “Draft Closing Statements”) that sets forth a reasonably detailed calculation (together with reasonable supporting documentation) of: (a) the Working Capital as of the Effective Time; (b) the Cash as of the Effective Time; (c) the Transaction Expenses as of the Effective Time; (d) the aggregate Net Debt of the Group Companies as of the Effective Time; and (e) on the basis of the foregoing calculations, a calculation of the Purchase Price. The Draft Closing Statements shall be prepared in accordance with IFRS and in a manner consistent with the methodology and sample calculations set out in the Adjustment Statement. (2) The Vendors will have 20 Business Days to review the Draft Closing Statements following receipt thereof (such period, the “Dispute Period”). The Vendors must notify the Purchaser in writing (such notice, a “Closing StatementDispute Notice”) setting forth if they have any objections to the Peabody Net Working Capital Draft Closing Statements within the Dispute Period. The Dispute Notice must contain a statement of the basis of each of the Vendors’ objections to the Draft Closing Statements and each amount in dispute. During the Arch Net Working CapitalDispute Period, respectivelythe Vendors will have full access during normal business hours to the books and records (including work papers, schedules, memoranda and other documents) of the Group Companies, as applicable, for purposes of its review of the Draft Closing DateStatements. (ii3) Each Party shall have If the Vendors send a Dispute Notice to the Purchaser within the Dispute Period in accordance with Section 2.6(2), the Vendors and the Purchaser will work expeditiously and in good faith in an attempt to resolve such objections within 20 Business Days following receipt by the Purchaser thereof. Failing resolution of any objection to the Draft Closing Statements raised by the Vendors, the dispute will be submitted for determination to the independent firm of chartered accountants PricewaterhouseCoopers Sociedad Civil de Responsabilidad Limitada, or if such firm is unable to act, Deloitte & Touche Perú S.A., or if such second firm is unable to act, to an independent firm of chartered accountants mutually agreed to by the Purchaser and the Vendors (the “Independent Accountant”). If, in such situation, the Purchaser and the Vendors are unable to mutually agree on an Independent Accountant within a further period of 60 days after 10 Business Days, then either of them may petition a court of competent jurisdiction to appoint the delivery to it Independent Accountant. Within 30 Business Days following submission of the Closing Statement dispute to the Independent Accountant, the Independent Accountant shall make a final determination in accordance with the terms and definitions of this Agreement, and based solely on the written submissions of the other Party Purchaser and the Vendors, binding on the Parties, of the appropriate amount of each of the matters that remain in dispute. With respect to review each disputed matter, such determination shall not be in excess of the higher, or less than the lower, of the amounts initially proposed by the Purchaser and the Vendors in the Estimated Statements and Draft Closing Statement. During such periodStatements, each Party shall have the right to review the related work papers and to conduct due diligence as applicable, with respect to each Closing Statement and such disputed matter. The determination of the underlying assets and liabilities. Each Party’s Closing Statement shall become Independent Accountant will be final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes canwill not be resolved by the Parties within 30 days after the delivery of any Notice of Disagreementsubject to appeal, then all matters that were included in any Notice of Disagreement that remain in dispute shall absent manifest error. The Independent Accountant is deemed to be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolutionacting as expert and not as arbitrator. (iii4) In resolving matters submitted If the Vendors do not send a Dispute Notice to it pursuant to the Purchaser within the Dispute Period in accordance with Section 3.5(c)(ii2.6(2), the Accounting Firm (A) Vendors shall be deemed to have accepted and approved the Draft Closing Statements, and such Draft Closing Statements will be final, conclusive and binding upon the Parties, and will not be entitled subject to take or order appeal, absent manifest error. The Draft Closing Statements will become the taking “Closing Statements” on the next Business Day following the end of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii)Dispute Period. (iv5) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted If the Vendors send a Dispute Notice to it pursuant to the Purchaser within the Dispute Period in accordance with Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination2.6(2), the Accounting Firm shall then send Vendors and the Purchaser will revise the Draft Closing Statements to each Party a written reflect the final mutual resolution, or final determination of (A) the Peabody Net Working Capital or the Arch Net Working CapitalIndependent Accountant, as the case may be, and (Bof such objections under Section 2.6(3) any adjustments to within five Business Days following such final resolution or determination, as the applicable Closing Statement, whereupon the confirmed or case may be. Such revised Draft Closing Statements shall will be final final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error. The Draft Closing Statements will become the “Closing Statements” on the next Business Day following revision of the Draft Closing Statements under this Section 2.6(5). (v6) Absent manifest errorThe Purchaser, on the determinations of one hand, and the Accounting Firm shall be finalVendors, binding and conclusive. Judgment may be entered upon on the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall other hand, will each bear its own costs fees and expenses incurred in connection with this Section 3.5(c)expenses, except that including the fees and expenses of its auditors, in preparing or reviewing, as the Accounting Firm in connection with its engagement pursuant case may be, the Draft Closing Statements. In the case of a dispute and the retention of the Independent Accountant to this Section 3.5(c) resolve such dispute, the costs and expenses of the Independent Accountant shall be borne equally by Peabody the Purchaser, on the one hand, and Archthe Vendors, on the other hand; provided, that the Purchaser, on the one hand, and the Vendors, on the other hand, will each bear its own costs in presenting its position to the Independent Accountant. (7) The Parties agree that the procedure set forth in this Section 2.6 for resolving disputes with respect to the Draft Closing Statements is the sole and exclusive method of resolving such disputes, absent manifest error.

Closing Statements. (ia) As promptly as practicableAt least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, but in no event more than 60 days after the Closing Date, each of Peabody and Arch FTAC shall prepare and deliver to the other Party Tempo a statement (each, a the “FTAC Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital and aggregate amount of cash in the Arch Net Working Capital, respectively, as of Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the Closing Date. FTAC Stockholder Redemption); (ii) Each Party shall have a period the aggregate amount of 60 days all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the delivery FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to it be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the other Party FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review such of the FTAC Closing Statement. During such period, each Party shall have (y) cooperate with Tempo and its Representatives in connection with their review of the right to review the related work papers and to conduct due diligence with respect to each FTAC Closing Statement and the underlying assets components thereof and liabilities. Each Party’s (z) consider in good faith any comments to the FTAC Closing Statement provided by Tempo prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall become final not in any event be delayed as a result of the review of the FTAC Closing Statement. (b) At least two (2) Business Days prior to the Closing, Tempo shall prepare and binding upon deliver to FTAC a statement (the Parties on “Tempo Closing Statement”), setting forth in good faith its calculation of the 61st day following delivery thereof unless Company Net Debt Amount and including the other Party gives written notice of its disagreement with such Allocation Schedule. The Tempo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Tempo Closing Statement until the Closing, Tempo and the Tempo Blockers shall (a “Notice x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Disagreement”) the Tempo Blockers, Tempo and their respective Subsidiaries and to such Party prior to such date. Any Notice senior management personnel of Disagreement shall specify the Tempo Blockers, Tempo and their respective Subsidiaries, in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements each case, to the extent reasonably practicable. If a Notice requested by FTAC or any of Disagreement is received by either Party its Representatives in a timely manner, connection with their review of the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discoveryTempo Closing Statement, (By) cooperate with respect to each matter submitted to it, shall not resolve such matter FTAC and its Representatives in a manner that is more favorable to either Party than connection with their review of the applicable Tempo Closing Statement and the Notice of Disagreementcomponents thereof and (z) consider in good faith any comments to the Tempo Closing Statement provided by FTAC prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (Cin accordance with Section 4.01) shall have in no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by event be delayed as a result of the Parties pursuant to Section 3.5(c)(ii)review of the Tempo Closing Statement. (ivc) The Accounting FirmCompany, acting as an expert FTAC and not an arbitratortheir respective Subsidiaries shall be entitled to rely upon the Allocation Schedule, shall render its opinion on all matters submitted and in no event will the Company, FTAC or any of their Affiliates (including the FTAC Surviving Corporation and Tempo Surviving Entity) have any liability to it any Tempo Blocker Owner, Continuing Tempo Unitholder, Tempo Investor, Participating Management Holder or any other Person with respect to the allocation of the Closing Cash Consideration, the Closing Seller Equity Consideration, the Tempo Earnout Consideration or the Forfeiture Reallocation Shares payable under this Agreement or pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on that determinationthe Allocation Schedule result in, or require the Company, the Accounting Firm shall then send Tempo Surviving Entity or any other Person to each Party a written determination of (A) issue or pay hereunder, an amount greater than the Peabody Net Working Capital or the Arch Net Working Capital, aggregate consideration as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Partiesset forth in Section 3.01. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (i) As promptly as practicableOn or before each Closing, but in no event more than 60 days after the Closing Date, each of Peabody and Arch shall Contributor will prepare and deliver to the other Party Company shall review and approve (which approval shall not be unreasonably withheld or delayed) a final closing statement (each, a “the "Final Closing Statement”") setting forth the Peabody Net Working Capital final determination of all open items and other apportionments estimated as of each applicable Closing to be included on the closing statements for each Closing and any re-adjustment required to "true up" any amounts adjusted under Section 13.01 (including, without limitation, Additional Rent). The net amount due to Contributor or the Company, if any, by reason of adjustments to the closing statement as shown in the Final Closing Statement, shall be paid or credited to the applicable party at Closing. The adjustments, prorations and determinations agreed to by Contributor and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party Company under this Section 13.06 shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final be conclusive and binding upon the Parties on the 61st day following delivery thereof unless parties hereto. Notwithstanding the other Party gives written notice of its disagreement with such Closing Statement foregoing, if at any time within the three hundred sixty five (a “Notice of Disagreement”365) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3 Closing, as applicable (each such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted period being referred to herein as a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then"Post-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(iiClosing Adjustment Period"), the Accounting Firm (A) shall not be entitled to take or order the taking amount of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is item to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement apportioned or credited pursuant to this Section 3.5(cAgreement shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the applicable Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested within the applicable Post-Closing Adjustment Period. In order to enable Contributor to determine whether any such delayed adjustment is necessary, the Relevant Contributee(s) shall provide to Contributor such information as Contributor shall reasonably request during the Post-Closing Adjustment Period in order to confirm or finalize closing adjustments hereunder. The provisions of this Section 13.06 shall survive each Closing and not be borne equally by Peabody and Archmerged therein.

Closing Statements. (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch The Seller Parties shall prepare in good faith and deliver to the other Party a statement (each, a “Closing Statement”) setting forth the Peabody Net Working Capital Purchaser Parties for its review and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discoveryconsultation, (Bx) with respect to each matter Property and Purchased Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement of estimated Proration Items as of the applicable Adjustment Time on a property-by-property basis, and Purchased Entity basis to the extent applicable and (y) with respect to the Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to itthe Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, shall as necessary (such statement for the Initial Closing, the “Estimated Initial Closing Statement”; and such statement for a Deferred Closing, an “Estimated Deferred Closing Statement”); provided that any Estimated Initial Closing Statement or Estimated Deferred Closing Statement, as applicable, will not resolve such matter in a manner be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (or the applicable Deferred Interests relating thereto) that is more favorable not being Transferred at the applicable Closing. In the event that Seller Parties and the Purchaser Parties agree to either Party revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the “Initial Closing Statement”; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the “Deferred Closing Statement”). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to will be paid at the applicable Closing Statementby the Purchaser Parties to the Seller Parties (if the Proration Items, whereupon credits and adjustments result in a net credit to the confirmed Seller Parties) or revised Closing Statements shall be final by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement adjustments pursuant to this Section 3.5(c1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in any event, with respect to the Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be borne equally unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by Peabody the Purchaser Parties, the “Adjusted Initial Closing Statement”) or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an “Adjusted Deferred Closing Statement”) which update will reflect the Purchaser Parties calculation of Proration Items and Archother credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the information available as of the preparation date. As soon as practicable following the applicable Closing with respect to the Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Date based on the information available as of the preparation date and (2) the applicable Adjusted Closing Date Portfolio Tape. Re-prorations and adjustments will be made commencing after the Initial Closing when actual amounts are determined only where expressly provided in this Section 1.4.

Closing Statements. (i) As promptly as practicableThe Company shall deliver to Parent, at least five, but in no event more than 60 seven, business days after prior to the Closing Date, each of Peabody and Arch shall prepare and deliver to the other Party a statement (each, a the “Working Capital Closing Statement”) setting forth consisting of (A) a statement comparable to the Peabody Initial Statement of its calculations of its good faith estimate of the Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing DateDate (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) Each Party On the business day prior to the Closing Date, the Company shall have deliver to Parent a period statement (the "Cash Closing Statement") setting forth (A) the Company's Cash as of 60 days after the delivery to it close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Statement Date (assuming consummation of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers transactions contemplated by this Agreement and to conduct due diligence with respect to each payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a “Notice certificate executed by the Chief Financial Officer of Disagreement”) the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such Party prior inquiries. Parent shall deliver written notice to such date. Any Notice of Disagreement shall specify in reasonable detail the nature Company of any disagreement so asserted that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt negotiate in good faith to resolve the matter or matters in dispute in any such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreementdisagreements, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon modified if necessary to reflect the Partiesresolution of any such disagreements. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicable, but in no event more No later than 60 days after two (2) Business Days prior to the Closing Date, each of Peabody and Arch Parent shall prepare and deliver to the other Party a statement Company written notice (eachthe “Parent Closing Statement”) setting forth Parent’s good faith estimate of: (i) the amount of Parent Cash as of the Closing (for the avoidance of doubt, a prior to giving effect to the Parent Stockholder Redemptions and the payment of any Parent Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company; (ii) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions; (iii) the amount of Parent Transaction Costs as of the Closing and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company; and (iv) the number of shares of Parent Class A Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements and the surrender of the Sponsor Contingent Closing Shares, if any (for the avoidance of doubt, excluding the Sponsor Earnout Shares). (b) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent written notice (the “Company Closing Statement”) setting forth the Peabody Net Working Capital and Company’s good faith estimate of: (i) the Arch Net Working Capital, respectively, Closing Indebtedness Amount as of the Closing Date. (including the Payoff Amounts) and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (ii) Each Party shall have a period the amount of 60 days after Company Transactions Costs as of the delivery Closing, together with instructions that list the applicable bank accounts designated to it facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (iii) the amount of Company Cash as of the Closing Statement and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (iv) a calculation of the other Party Aggregate Stock Consideration based upon the foregoing; and (v) a capitalization table schedule, setting forth the number of Company Stock Adjusted Fully Diluted Shares and, for each holder of Company Interests, (A) the name, address and email address (in each case, if available) of such holder, (B) the number and class, series or type of Company Interests held by such holder and (C) the portion of the Aggregate Stock Consideration payable to review each such Closing Statement. During such period, each Party shall have holder of Company Interests (with detail as to the right to review the related work papers and to conduct due diligence amount payable with respect to each class, series and type of Company Interest held by such holder). (c) Parent will consider in good faith the Company’s comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of this Agreement. The Parent Closing Statement and the underlying assets calculations and liabilitiesdeterminations contained therein shall be prepared in accordance with Parent’s Charter Documents, the DGCL and the applicable definitions contained in this Agreement. Each PartyThe Company will consider in good faith Parent’s comments to the Company Closing Statement, and the Company Closing Statement shall become final and binding upon be subject to Parent prior written approval (not to be unreasonably withheld, conditioned or delayed). If any adjustments are made to the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Company Closing Statement (a “Notice of Disagreement”) to such Party by the Company prior to the Closing, such dateadjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable The Company Closing Statement and the Notice calculations and determinations contained therein shall be prepared in accordance with the Company’s Charter Documents, all documents, plans and agreements governing the Company Interests, the DGCL and the applicable definitions contained in this Agreement. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of DisagreementParent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, each of Parent, First Merger Sub and Second Merger Sub and, following the Closing, the Surviving Entity, and each of their respective Affiliates shall be entitled to rely (Cwithout any duty of inquiry) upon the Company Closing Statement and the allocation of the Aggregate Stock Consideration described therein, and the Letter of Transmittal that shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted be required to it be delivered by the Parties pursuant applicable holders of Company Interests as a condition to Section 3.5(c)(ii). receipt of any portion of the Aggregate Stock Consideration shall include a waiver of, among other things and subject to certain customary exceptions, any and all claims (ivx) The Accounting Firmthat the Company Closing Statement did not accurately reflect the terms of the Company’s Charter Documents and all documents, acting as an expert plans and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, agreements governing the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may beCompany Interests, and (By) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c)the issuance of any Company Interests (including any rights to indemnities from the Company, except that the fees and expenses Surviving Entity or any of the Accounting Firm their respective Affiliates pursuant to any Contract entered into by such holder in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archsuch issuance).

Closing Statements. (i) As promptly as practicableEach party shall cause its designated representatives to enter the Motel at reasonable times and without unreasonably interfering with operations, but in no event more than 60 days both before and after the Closing Date, each for the purpose of Peabody making such inventories, examinations and Arch audits of the Motel, and of the books and records of the Motel, as they deem necessary to make the adjustments and prorations required under this Article 8, or under any other provisions of this Agreement. Based upon such inventories, examinations and audits, at the Closing, the representatives of the parties shall jointly prepare and deliver to each party a Preliminary Closing Statement which shall show the other Party net amount due either to Seller or Purchaser as a result thereof, and such net amount will be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3.3 hereof. The closing statement shall reflect that Purchaser shall receive a credit relating to maintenance items in the amount of $46,000.00. Within sixty (each60) days following the Closing Date, Seller and Purchaser shall agree on a “Final Closing Statement”) Statement setting forth the Peabody Net Working Capital and final determination of all items to be included on the Arch Net Working CapitalClosing Statements. The net amount due Seller or Purchaser, respectivelyif any, by reason of adjustments in the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within ten (10) days following the date of delivery of the Final Closing Date. (ii) Each Party shall have a period of 60 days after Statement to the delivery to it parties. In the event the representatives of the Closing Statement of the other Party parties are unable to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence reach agreement with respect to each the Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely mannerStatements, the Parties parties shall attempt in good faith to resolve the matter or matters in submit their dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally firm of independent certified public accountants of recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) standing in the hotel industry (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii"Accountants"), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) firm shall be borne equally by Peabody and Archconclusive on both parties hereto.

Closing Statements. (ia) As promptly as practicable, but in no event more than 60 days after Two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to SPAC a statement (the “Company Closing Statement”) setting forth in good faith (x) a capitalization table containing the information set forth in Section 4.03(a), and, with respect to each holder of Peabody the Company Options, the information set forth in Section 4.10(i) of the Company Disclosure Letter, in each case, as of the date of the Company Closing Statement is delivered to SPAC and Arch (y) the estimated amount of unpaid Company Expenses as of the Closing. From and after the delivery of the Company Closing Statement until the Closing, the Company shall (i) use reasonable best efforts to cooperate with and provide SPAC and its Representatives all information reasonably requested by SPAC or any of its Representatives and within the Company or its Representatives possession or control in connection with Holdings’ review of the Company Closing Statement and (ii) consider in good faith any comments to the Company Closing Statement SPAC shall deliver to the Company no later than one (1) Business Day prior to the Closing Date, and the Company shall revise such Company Closing Statement to incorporate any changes the Company determines are reasonably necessary or appropriate given such comments. (b) Two (2) Business Days prior to the Closing Date, SPAC shall prepare and deliver to the other Party Company a statement (eachthe “SPAC Closing Statement”, a together with the Company Closing Statement, the “Closing StatementStatements”) setting forth in good faith (i) the Peabody Net Working Capital and aggregate amount of cash proceeds that will be required to satisfy any exercise of Redemption Rights, (ii) the Arch Net Working Capitalestimated amount of SPAC’s cash on hand, respectivelyincluding in the Trust Fund, as of the Closing, (iii) the estimated amount of unpaid SPAC Expenses as of the Closing and (iv) the number of Holdings Common Shares A to be outstanding as of immediately prior to the Company Merger Effective Time. From and after the delivery of the SPAC Closing Statement until the Closing, SPAC shall (i) use reasonable best efforts to cooperate with and provide the Company and its Representatives all information reasonably requested by the Company or any of its Representatives and within SPAC or its Representatives possession or control in connection with the Company’s review of the SPAC Closing Statement and (ii) consider in good faith any comments to the SPAC Closing Statement the Company shall deliver to SPAC no later than one (1) Business Day prior to the Closing Date, and SPAC shall revise such SPAC Closing Statement to incorporate any changes SPAC determines are reasonably necessary or appropriate given such comments. (iic) Each Party The Company and SPAC shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt seek in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) disagreements they have with respect to each matter submitted to it, shall not resolve such matter any matters set forth in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments Statements prior to the applicable Closing StatementClosing; provided, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest errorthat, the determinations of the Accounting Firm shall be finalnotwithstanding any failure to resolve any such disagreements, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm nothing in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c)3.05 shall operate to delay, except that impede or prevent the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and ArchClosing.

Closing Statements. (i1) As promptly soon as practicablepossible, but in no event more not later than 60 75 days after following the Closing Date, each of Peabody and Arch the Purchaser shall prepare and deliver to the other Party Vendors' Representative the following (collectively, the "Closing Statements"): (a) unaudited financial statements of the Target Entity (including a statement balance sheet) for the period from the date of the Annual Financial Statements to the Effective Time, prepared in accordance with the Accounting Principles; (each, a “b) calculations of: (i) Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectivelyand the corresponding Working Capital Excess or Working Capital Deficit, as of the Closing Date.case may be, prepared and determined in accordance with the Accounting Principles; (ii) Each Party the amount by which the Closing Net Working Capital exceeds or is less than, as the case may be, the Target Net Working Capital; (iii) Closing Indebtedness; (iv) unpaid Transaction Expenses; (v) Closing Cash; and (vi) the final Purchase Price. (2) The Vendors' Representative shall have a period of 60 30 days after the delivery to it from receipt of the Closing Statement of Statements (the other Party to review such Closing Statement. During such period, each Party shall have the right "Review Period") within which to review the related Closing Statements. During the Review Period, upon reasonable request from the Vendors' Representative, the Purchaser shall provide, and shall cause the Target Entity to provide, the Vendors' Representative and its Representatives with reasonable and prompt access, during business hours, to the personnel, supporting documents, books, records and other materials of the Target Entity (including any such work papers and of the auditors) for the purpose of enabling the Vendors' Representative to conduct due diligence with respect to each review the Closing Statement and Statements; provided that, in the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon event the Parties on Purchaser does not provide any papers or documents reasonably requested by the 61st day following delivery thereof unless the other Party gives written notice Vendors' Representative within five (5) days of its disagreement with request therefor (or such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute shorter period as may remain in such Notice of Disagreement during the 30-day period), such 30-day period shall be extended by one day for each additional day required for Purchaser to fully respond to such request. If the Vendors' Representative acting in good faith, disputes any matters set out in the Closing Statements, then the Vendors' Representative may deliver written notice (an "Objection Notice") to the Purchaser within the Review Period setting forth in detail the particular matters in the Closing Statements to which the Vendors' Representative objects (the "Disputed Items"), including the amount of any proposed adjustments to the Closing Statements related to each Disputed Item. If the Vendors' Representative does not deliver an Objection Notice to the Purchaser within the Review Period, then the Vendors' Representative shall be deemed to have accepted the Closing Statements. If the Vendors' Representative delivers an Objection Notice to the Purchaser within the Review Period, then: (i) the Purchaser and the Vendors' Representative shall work expeditiously and in good faith in an attempt to resolve all of the Disputed Items within 15 days of receipt of the Objection Notice (the "Discussion Period"), and (ii) all matters in the Closing Statements, other than the Disputed Items, shall be deemed to have been accepted by the Vendors' Representative. If each specific Disputed Item is not resolved within the Discussion Period, the Purchaser and the Vendors' Representative shall within 10 days following the delivery end of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after Discussion Period appoint the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain Dispute Auditor to resolve the specific Disputed Items remaining in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii"Remaining Disputed Items"). (iv3) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days Within 10 Business Days of its appointment. Based on that determinationthe appointment of the Dispute Auditor, the Accounting Firm Purchaser and the Vendors' Representative shall then send furnish to each Party a the Dispute Auditor those working papers, schedules and other documents, accounting Books and Records and information relating to the Remaining Disputed Items that are available to the Purchaser and the Vendors' Representative or their respective Representatives as the Dispute Auditor may require, together with their respective written determination statements in support of (A) their respective positions with respect to the Peabody Net Working Capital or Remaining Disputed Items. Within one Business Day following receipt of such submissions, the Arch Net Working CapitalDispute Auditor shall deliver such submissions to the Purchaser and the Vendors' Representative, as the case may be, and (B) any adjustments the Purchaser and the Vendors' Representative shall be allowed one opportunity to respond to the submissions of the Purchaser or the Vendors' Representative, as the case may be, within 5 Business Days of the receipt of such submissions from the Dispute Auditor. The Purchaser and the Vendors' Representative shall instruct the Dispute Auditor that: (i) time is of the essence in proceeding with its determination of the Remaining Disputed Items and the Dispute Auditor shall use its best efforts to deliver its decision with respect to the Remaining Disputed Items within 15 Business Days following receipt of the submissions from the Purchaser and the Vendors' Representative; (ii) in making its determination of each Remaining Disputed Item, the Dispute Auditor may not award to the Purchaser or the Vendors (as applicable) an amount greater than the amount asserted by the Purchaser or the Vendors' Representative (as applicable) in respect of the applicable Closing StatementRemaining Disputed Item; and (iii) its decision shall be in writing. The Dispute Auditor's decision, whereupon absent any manifest error or prior agreement of the confirmed or revised Closing Statements Purchaser and the Vendors' Representative otherwise, shall be final and binding upon on the PartiesPurchaser, the Vendors and the Vendors' Representative with no rights of challenge, review, or appeal to the courts in any manner. The Dispute Auditor, in making its determination of the Remaining Disputed Items, will be acting as an expert and not as an arbitrator and will not be required to engage in a judicial inquiry worked out in a judicial manner. (v4) Absent manifest errorOn agreement of the Purchaser and the Vendors' Representative or the decision of the Dispute Auditor, as the case may be, with respect to the Remaining Disputed Items, the determinations Closing Statements shall be deemed to be amended as may be necessary to reflect the agreement of the Accounting Firm Purchaser and the Vendors' Representative or the decision of the Dispute Auditor, as the case may be, and in this event, all references in this Agreement to the Closing Statements shall be finaldeemed to be references to the Closing Statements as so amended. (5) The Purchaser and the Vendors' Representative, binding for and conclusive. Judgment may be entered upon the determination on behalf of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to Vendors, shall be enforced. Each Party shall bear its responsible for their own costs and expenses incurred in connection with this Section 3.5(c)the preparation and review of the Closing Statements and the calculations contained therein and the settlement of any Disputed Items, except that the other than any Remaining Disputed Items. The fees and expenses of the Accounting Firm in connection with its engagement Dispute Auditor pursuant to this Section 3.5(c2.8 will be borne by the Purchaser and the Vendors based upon the percentage calculated by dividing (i) the aggregate amount of the Remaining Disputed Items awarded to the Vendors or otherwise agreed to between the Purchaser and the Vendors' Representative, by (ii) the aggregate amount of the Remaining Disputed Items (the "Cost Determination Percentage"). For example, if, following the Discussion Period, the aggregate amount of the Remaining Disputed Items is $100,000 and the Dispute Auditor ultimately resolves the dispute by awarding the Vendors $60,000 of the $100,000 contested, then the costs and expenses of the Dispute Auditor will be allocated 60% (i.e., 60,000 ÷ 100,000) to the Purchaser and 40% (i.e. 40,000 ÷ 100,000) to the Vendors. Any and all payments required pursuant to this Section 2.8(5) shall be borne equally by Peabody and Archmade within five Business Days following the date of the Dispute Auditor's decision.

Closing Statements. (ia) As promptly as practicableAt least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of Trebia Class A Ordinary Shares may no longer elect redemption in accordance with the Trebia Shareholder Redemption, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Trebia shall prepare and deliver to the other Party S1 Holdco and Protected a statement (each, a the “Trebia Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital and aggregate amount of cash in the Arch Net Working Capital, respectively, as of Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the Closing Date. Trebia Shareholder Redemption); (ii) Each Party shall have a period the aggregate amount of 60 days all payments required to be made in connection with the Trebia Shareholder Redemption; (iii) the Available Trust Proceeds; (iv) the number of Trebia Class A Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the delivery Trebia Shareholder Redemption and confirmation that no Trebia Preferred Stock is outstanding; (v) the Cannae Backstop Proceeds (if any) received and to it be received in connection with the Transaction prior to the Closing; (vi) the amount of the Trebia Available Cash, including the T▇▇▇▇▇ ▇▇▇▇▇ LLC Debt Commitment Amount received and to be received in connection with the Transaction prior to the Closing and (vii) the Available Cash Amount, in each case, including reasonable supporting detail therefor. The Trebia Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the other Party Trebia Closing Statement until the Closing, Trebia shall (x) provide S1 Holdco, Protected and their respective Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of the Trebia Parties and to senior management personnel of the Trebia Parties, in each case, to the extent reasonably requested by S1 Holdco, Protected and their respective Representatives in connection with their review such of the Trebia Closing Statement. During such period, each Party shall have (y) cooperate with S1 Holdco, Protected and their respective Representatives in connection with their review of the right to review the related work papers and to conduct due diligence with respect to each Trebia Closing Statement and the underlying assets components thereof and liabilities. Each Party’s (z) consider in good faith any comments to the Trebia Closing Statement provided by S1 Holdco, Protected and their respective Representatives prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall become final not in any event be delayed as a result of the review of the Trebia Closing Statement. (b) At least two (2) Business Days prior to the Closing, S1 Holdco shall prepare and binding upon deliver to Trebia a statement (the Parties on “S1 Holdco Closing Statement”), setting forth in good faith its calculation of the 61st day following delivery thereof unless VCU Escrow Amount, the other Party gives written notice of its disagreement System1 Bonus Amount and the S1 Holdco Backstop Amount (if any) and including the Allocation Schedule as agreed with such Protected. The S1 Holdco Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the S1 Holdco Closing Statement until the Closing, S1 Holdco and the CSC Blockers shall (a “Notice x) provide Trebia and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of Disagreement”) the CSC B▇▇▇▇▇▇▇, ▇▇ Holdco and its Subsidiaries and to such Party prior to such date. Any Notice senior management personnel of Disagreement shall specify the CSC B▇▇▇▇▇▇▇, ▇▇ Holdco and its Subsidiaries, in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements each case, to the extent reasonably practicable. If a Notice requested by Trebia or any of Disagreement is received by either Party its Representatives in a timely mannerconnection with their review of the S1 Holdco Closing Statement, (y) cooperate with Trebia and its Representatives in connection with their review of the Parties shall attempt S1 Holdco Closing Statement and the components thereof and (z) consider in good faith any comments to resolve the matter or matters S1 Holdco Closing Statement provided by Trebia prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in dispute accordance with Section 4.01) shall in such Notice no event be delayed as a result of Disagreement during the 30-day period following review of the delivery of such Notice of Disagreement. If such disputes cannot be resolved by S1 Holdco Closing Statement. (c) At least two (2) Business Days prior to the Parties within 30 days after the delivery of any Notice of DisagreementClosing, then all matters that were included in any Notice of Disagreement that remain in dispute Protected shall be submitted prepare and deliver to Trebia a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) statement (the “Accounting FirmProtected Closing Statement”), setting forth in good faith its calculation of the Protected Net Debt Amount and the Protected Backstop Amount (if any) for resolutionand including the Allocation Schedule as agreed with S1 Holdco. The Protected Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Protected Closing Statement until the Closing, Protected shall (x) provide Trebia and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of Protected and its Subsidiaries and to senior management personnel of Protected and its Subsidiaries, in each case, to the extent reasonably requested by Trebia or any of its Representatives in connection with their review of the Protected Closing Statement, (y) cooperate with Trebia and its Representatives in connection with their review of the Protected Closing Statement and the components thereof and (z) consider in good faith any comments to the Protected Closing Statement provided by Trebia prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the Protected Closing Statement. (iiid) In resolving matters submitted The Trebia Parties shall be entitled to it rely upon the Allocation Schedule, and in no event will Trebia or any of its Affiliates have any liability to any Blocker Parent, S1 Holdco, OpenMail, Court Square GPs, holder of Protected Securities or any other Person with respect to the allocation of the Closing Cash Consideration or the Closing Seller Equity Consideration payable under this Agreement or pursuant to Section 3.5(c)(ii)the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the Accounting Firm amounts set forth on the Allocation Schedule result in, or require Trebia or any other Person to issue or pay hereunder, an amount greater than the aggregate of the Closing Cash Consideration and the Closing Seller Equity Consideration. In no event shall (A) shall not be entitled the aggregate Closing Cash Consideration as set forth on the Allocation Schedule delivered to take or order S1 Holdco and Protected pursuant to this Section 4.04 exceed $462,500.000 (subject to adjustment pursuant to clause (ii) of the taking of depositions or other testimony under oath or conduct any other oral or written discoveryProtected Closing Cash Consideration), (B) with respect aggregate Closing Seller Equity Consideration as set forth in such Allocation Schedule exceed the number of shares equal to each matter submitted $667,500,000 divided by $10 (plus any amounts attributable to itthe Seller Backstop Amount, shall not resolve such matter in a manner that is more favorable if any, and any amounts attributed to either Party than the applicable Closing Statement and the Notice of DisagreementAdditional Seller Backstop Election, if any) or (C) shall have no ex parte communications with either Party the sum of the aggregate Closing Seller Cash Consideration and aggregate Closing Seller Equity Consideration set forth in such Allocation Schedule exceed $1,130,000,000 (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted subject to it by the Parties adjustment pursuant to Section 3.5(c)(iiclause (ii) of the Protected Closing Cash Consideration) (with the Closing Seller Equity Consideration valued at $10 per share). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicableAt least two Business Days prior to the Special Meeting and in any event not earlier than the time that holders of CCVII Class A Common Stock may no longer elect redemption or withdraw such election, but in no event more than 60 days after accordance with the Closing DateCCVII Stockholder Redemption, each of Peabody and Arch CCVII shall prepare and deliver to the other Party CorpAcq Holdco a statement (each, a the “CCVII Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital aggregate amount of cash in the Trust Account (prior to giving effect to the CCVII Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the CCVII Stockholder Redemption (the “CCVII Redemption Payment”); (iii) the Available Cash Amount resulting therefrom; (iv) the number of shares of CCVII Class A Common Stock to be outstanding as of the Closing after giving effect to the CCVII Stockholder Redemption (the “Outstanding CCVII Class A Shares”) and confirmation that no CCVII Preferred Stock is outstanding; and (v) the Delayed Financing Amount (the “Estimated Delayed Financing Amount”). The CCVII Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the CCVII Closing Statement until the Closing, CCVII shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of CCVII and its Subsidiaries and to senior management personnel of CCVII and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the CCVII Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the CCVII Closing Statement and the Arch Net Working Capitalcomponents thereof and (z) consider in good faith any comments to the CCVII Closing Statement provided by the Company prior to the Closing Date. (b) At least two Business Days prior to the Closing, respectivelyCorpAcq Holdco shall prepare and deliver to CCVII a statement (the “Sellers Closing Statement”) setting forth in good faith its calculation of, as of the Closing Date. : (iia) Each Party shall have a period the CorpAcq Preferred Redemption Amount, (b) the aggregate number of 60 days after the delivery to it CorpAcq Holdco Preferred Shares, (c) CorpAcq Holdco’s calculation of each Seller’s Pro Rata Share of the Closing Seller Cash Consideration, Closing Seller Share Consideration and Closing Seller C-1 Consideration, (d) the CCVII Facilitated Financing Amount and (e) the CorpAcq Holder Facilitated Financing Amount, in each case, including reasonable supporting detail therefor. The Sellers Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the other Sellers Closing Statement until the Closing, CorpAcq Holdco shall (x) cooperate with and provide CCVII and its Representatives all information reasonably requested by CCVII or any of its Representatives and within any CorpAcq Party to or its Representatives’ possession or control in connection with CCVII’s review such of the Sellers Closing Statement. During such period, each Party shall have (y) cooperate with CCVII and its Representatives in connection with their review of the right to review the related work papers and to conduct due diligence with respect to each Sellers Closing Statement and the underlying assets components thereof and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”z) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt consider in good faith any comments to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Sellers Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it provided by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments CCVII prior to the applicable Closing Statement, whereupon the confirmed Date and CCVII shall revise such Sellers Closing Statement to incorporate any changes CorpAcq Holdco reasonably determines are necessary or revised Closing Statements shall be final and binding upon the Partiesappropriate given such comments. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (i) As promptly as practicable, but in no event more than 60 Within ninety (90) calendar days after the Closing Date, each of Peabody and Arch shall prepare and the Buyer will deliver to the Company a certificate of the Buyer setting forth (i) the Buyer’s itemized good faith calculation of (A) the Closing Working Capital, (B) the Closing Net Cash, and (C) Transaction Expenses, (ii) the resulting calculation of the Final Cash Purchase Price, assuming the accuracy of the estimates described in the foregoing clause (i), and (iii) the resulting amount of the adjustment(s), if any, to the Estimated Cash Purchase Price, calculated strictly in accordance with the Accounting Methodology and the terms and conditions of this Section 2.4 (the “Closing Statements”), and will be accompanied by reasonably detailed supporting calculations and documentation. Any currency conversions made in preparation of the foregoing will be made at the applicable Period End Rate. The Buyer shall not amend, supplement or modify the Closing Statements following delivery to the Company. The Closing Statements will entirely disregard (a) any and all effects on the assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by the Buyer or any other Party transaction entered into after the Closing by the Buyer in connection with the consummation of the Contemplated Transactions, and (b) any of the plans, transactions or changes which the Buyer initiates or makes after the Closing with respect to the Business, or any facts or circumstances arising after the Closing that are unique or particular to the Buyer or any of its assets or liabilities. (ii) The Company shall have ninety (90) calendar days from the date on which the Closing Statements are received (“Review Period”) to review the Closing Statements. From the commencement of the Review Period until such time as the Final Cash Purchase Price is finally determined in accordance with this Section 2.4, the Buyer shall, upon the reasonable request of the Company, provide the Company and its Representatives with reasonable access upon reasonable advance notice during normal business hours and in manner so as to not unreasonably interfere with the business of the Company and its Subsidiaries to (A) the books and records of the Sold Companies and the Sold Subsidiaries or any other documents on which the calculations set forth in the Closing Statements are based, including the working papers of the Buyer and (subject to the execution by the Company and its Representatives of customary indemnification and release letters, or such other similar, customary arrangements as may be reasonably required by the Buyer’s accountants) its accountants and other representatives, if any, prepared in connection with the Closing Statements, and (B) such of the Buyer’s, the Sold Companies’ and the Sold Subsidiaries’ personnel, and other Representatives who were responsible for the preparation of the Closing Statements as the Company shall reasonably request. The Buyer hereby agrees that following the Closing Date and prior to the completion of the determination of the Final Cash Purchase Price hereunder, the Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, preserve and not alter or destroy any of the books and records of the Sold Companies and the Sold Subsidiaries, or any other documents on which the calculations set forth in the Closing Statements are based. In the event the Company disagrees with any or all of the calculations set forth in the Closing Statements, the Company shall deliver to the Buyer within the Review Period a statement written notice of dispute (a “Dispute Notice”) which shall set forth, in reasonable detail and shall be accompanied by reasonably detailed supporting calculations and documentation, the items and amounts in dispute. If the Company does not deliver a Dispute Notice on or before the final day of the Review Period, then the Company shall be deemed to have irrevocably accepted the Closing Statements and each calculation set forth therein and the Closing Statements delivered by the Buyer pursuant to Section 2.4(b)(i) shall be deemed to be final and binding and constitute the Final Closing Statements for all purposes hereunder. The Buyer and the Company shall use reasonable efforts to resolve any amount in dispute raised in the Dispute Notice within twenty (20) Business Days (the “Discussion Period”) commencing on the date the Buyer receives the Dispute Notice from the Company. Any communications between the Buyer and the Company (or their respective Representatives) during the Discussion Period shall be treated as settlement discussion materials pursuant to U.S. Federal Rule of Evidence 408 and similar state rules. If the Company and the Buyer do not obtain a final resolution within the Discussion Period, then the remaining amounts in dispute (each, a “Closing StatementDisputed Item”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted thereafter for resolution to KPMG LLP or if such firm refuses or is unable to serve in such capacity, or is otherwise not appointed and engaged for such purpose (including due to a mutually selected conflict of interest), then another independent nationally recognized independent accounting firm to be agreed upon by the Company and the Buyer acting reasonably (other than Peabody’s or Arch’s then-current independent accounting either such firm) (, as the case may be, the “Accounting FirmAccountant”) for resolution). (iii) The Buyer and the Company shall direct the Accountant to conduct a review of the Disputed Items that are the subject of the Dispute Notice, and shall provide the Accountant with any supporting documentation with respect to the Disputed Items as the Accountant in its sole discretion deems necessary. Each of the Company and the Buyer and their respective Representatives shall be afforded the opportunity to present to the Accountant any material that either the Company or the Buyer deem relevant to settlement of a Disputed Item; provided that such material and its applications would be in accordance with this Section 2.4, and each of the Company and the Buyer shall have a continuing opportunity to discuss the matter and its position with the Accountant, but no such presentation of materials or communication shall be on an ex parte basis unless agreed to in writing by the other party. In resolving matters submitted to it pursuant to Section 3.5(c)(ii)its review and calculation of the Disputed Items, the Accounting Firm such Accountant shall (A) consider only the Disputed Items in the Dispute Notice and shall not therefore be entitled bound as to take or order all other matters and calculations as to which the taking of depositions or other testimony under oath or conduct any other oral or written discoveryClosing Statements and the Dispute Notice are in accord, (B) be bound in all respects and for all purposes by the definitions hereof and the Accounting Methodology, and shall select, with respect to each matter submitted to itDisputed Item, shall not resolve such matter in a manner that is more favorable to either Party an amount no greater than the applicable greatest value claimed for such item or less than the smallest value for such item claimed by either of the Buyer, as set forth in the Closing Statement and Statements or the Notice of DisagreementCompany’s position, as set forth in the Dispute Notice, (C) shall have not consider in any respect or for any purpose any settlement discussions or settlement offer made by or on behalf of the Buyer or the Company, unless otherwise agreed by the Buyer and the Company, and no ex parte communications with either Party party hereto will disclose (or permit its representatives to disclose) to the Accountant any such Party’s Representatives) discussions or offer, and (D) shall resolve only those matters that be limited to fixing mathematical errors and determining whether the Disputed Items were submitted determined strictly in accordance with the Accounting Methodology and this Section 2.4 (and any related definitions), and the Accountant is not to it make any other determination, including (1) whether U.S. GAAP was followed for any purposes under this Agreement, (2) whether the Target Working Capital Amount is correct, (3) the accuracy of the Financial Statements or any representation or warranty in this Agreement or (4) compliance by the Parties pursuant to any party with any of its covenants, agreements or obligations in this Agreement (other than this Section 3.5(c)(ii2.4). (iv) The Accounting FirmBuyer and the Company shall direct the Accountant to, acting as an expert promptly as practicable and not an arbitratorin no event later than thirty (30) calendar days following its retention by the Buyer and the Company, deliver to the Buyer and the Company a written report (the “Adjustment Report”) setting forth its calculation of the Final Cash Purchase Price based solely on its determination of the Disputed Items in accordance with this Section 2.4. The Adjustment Report shall render its opinion set forth, in reasonable detail, the Accountant’s determination with respect to each of the Disputed Items specified in the Dispute Notice, and the revisions, if any, to be made to the Disputed Items of the Closing Statements that are the subject of such Dispute Notice, together with supporting calculations. The Adjustment Report shall be final and binding on all matters submitted to it the parties, absent manifest error. Such Closing Statements, as so adjusted by the Accountant, or as deemed final pursuant to Section 3.5(c)(ii2.4(b)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capitalabove, as the case may be, shall be the “Final Closing Statements” and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon on the Partiesparties for all purposes hereof. The terms “Final Working Capital”, “Final Net Cash”, and “Final Transaction Expenses” shall mean the Closing Working Capital, Closing Net Cash, and Transaction Expenses, in each case, as set forth in the Final Closing Statements. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (a) Not less than three Business Days prior to the Amalgamation Effective Time, AARK shall provide to Parent (i) As promptly an estimated unaudited consolidated balance sheet of the Group Companies as practicable, but in no event more than 60 days after of 12:01 a.m. (Eastern Time) on the Closing Date, each of Peabody date the Amalgamation Effective Time shall occur and Arch shall prepare and deliver to the other Party (ii) a written statement (each, a “AARK Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each PartyAARK’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of estimates of: (A) the Peabody Net Working Capital Group Companies Transaction Expenses paid or required to be paid as of the Arch Net Working CapitalAmalgamation Effective Time, as along with any invoices from the case may be, applicable service providers to the Group Companies that are in the possession of any Group Company at such time; and (B) any adjustments the amount of Group Companies Cash. AARK shall consider in good faith Parent’s comments to the applicable AARK Closing Statement, whereupon which comments Parent shall deliver to AARK no fewer than one Business Day prior to the confirmed date the Amalgamation Effective Time shall occur, and revise the AARK Closing Statement to incorporate any changes AARK, acting in good faith, determines are appropriate. In connection with preparation and delivery of the AARK Closing Statement, AARK shall provide reasonable supporting detail to evidence AARK’s calculations, explanations and assumptions and any documentation or revised Closing Statements shall be final and binding upon the Partiesinformation as is reasonably requested by ▇▇▇▇▇▇. (vb) Absent manifest errorNot less than three Business Days prior to the Amalgamation Effective Time, Parent shall deliver to AARK a written statement (the determinations “Parent Closing Statement”) setting forth, in reasonable detail, Parent’s good faith estimate of: (i) the amount of Aggregate Cash (for the avoidance of doubt, prior to the payment of any Parent Transaction Expenses) and all relevant supporting documentation used by Parent in calculating such amounts as may be reasonably requested by ▇▇▇▇; (ii) the amount of Parent Transaction Expenses paid or required to be paid as of the Accounting Firm shall be finalAmalgamation Effective Time pursuant to Section 10.3, binding and conclusive. Judgment including all relevant supporting documentation used by Parent in calculating such amounts as may be entered upon reasonably requested by AARK; and (iii) the determination number of the Accounting Firm in any court having jurisdiction over the Party against which such determination is Parent Class A Ordinary Shares to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement issued pursuant to this Section 3.5(c) the Subscription Agreements. Parent shall be borne equally by Peabody consider in good faith AARK’s comments to the Parent Closing Statement, which comments AARK shall deliver to Parent no fewer than one Business Day prior to the date the Amalgamation Effective Time shall occur, and Archrevise the Parent Closing Statement to incorporate any changes Parent, acting in good faith, determines are appropriate.

Closing Statements. (ia) As promptly as practicable, but in no event more than 60 days after At least six (6) Business Days prior to the Closing Date, each of Peabody and Arch Cobia shall prepare and deliver to Swordfish and the other Party Companies a statement (each, a the “Cobia Closing Financial Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capitalof Cobia’s good faith estimated calculation (in each case, respectively, as with reasonable supporting detail) of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discoveryCobia Closing Working Capital, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Cobia Closing Statement and the Notice of DisagreementCash, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and Cobia Closing Indebtedness, (D) Cobia Transaction Expenses (E) Cobia Assumed Transaction Taxes (F) Cobia Indemnified Transaction Taxes (G) Cobia Capex Operating Adjustment and (H) using the amounts referred to in clauses (A) through (G), the Cobia Valuation Amount (the “Estimated Cobia Valuation Amount”). Swordfish shall resolve only those matters that were submitted have three (3) Business Days from the receipt of such Cobia Closing Financial Statement to it provide Cobia any comments with respect to the computation of any of the items in the Cobia Closing Financial Statement, which comments shall be considered by Cobia in good faith (and if revised by Cobia in response to Swordfish’s comments, the Parties pursuant revised statement incorporating revised estimates of (A) Cobia Closing Working Capital, (B) Cobia Closing Cash, (C) Cobia Closing Indebtedness, (D) Cobia Transaction Expenses (E) Cobia Assumed Transaction Taxes (F) Cobia Indemnified Transaction Taxes (G) Cobia Capex Operating Adjustment and (H) using the amounts referred to Section 3.5(c)(iiin clauses (A) through (G), the Cobia Valuation Amount, as applicable, shall be treated as the Cobia Closing Financial Statement hereunder). (ivb) The Accounting FirmAt least six (6) Business Days prior to the Closing Date, acting as an expert Swordfish shall deliver to Cobia and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determinationthe Companies a statement (the “Swordfish Closing Financial Statement” and together with the Cobia Closing Financial Statement, the Accounting Firm “Closing Financial Statements”) of Swordfish’s good faith estimated calculation (in each case, with reasonable supporting detail) of the (A) Swordfish Closing Working Capital, (B) Swordfish Closing Cash, (C) Swordfish Closing Indebtedness, (D) Swordfish Transaction Expenses, (E) Swordfish Jade Transaction Expenses, (F) Swordfish Assumed Transaction Taxes, (G) Swordfish Indemnified Transaction Taxes, (H) Swordfish Capex Operating Adjustment and (I) using the amounts referred to in clauses (A) through (H), the Swordfish Valuation Amount (the “Estimated Swordfish Valuation Amount”). Cobia shall then send have three (3) Business Days from the receipt of such Swordfish Closing Financial Statement to each Party a written determination provide Swordfish any comments with respect to the computation of any of the items in the Swordfish Closing Financial Statement, which comments shall be considered by Swordfish in good faith (and if revised by Swordfish in response to Cobia’s comments, the revised statement incorporating revised estimates of (A) the Peabody Net Working Capital or the Arch Net Swordfish Closing Working Capital, as the case may be, and (B) any adjustments Swordfish Closing Cash, (C) Swordfish Closing Indebtedness, (D) Swordfish Transaction Expenses, (E) Swordfish Jade Transaction Expenses, (F) Swordfish Assumed Transaction Taxes, (G) Swordfish Indemnified Transaction Taxes, (H) Swordfish Capex Operating Adjustment and (I) using the amounts referred to in clauses (A) through (H), the applicable Swordfish Valuation Amount, as applicable, shall be treated as the Swordfish Closing Statement, whereupon the confirmed or revised Financial Statement hereunder). (c) The Closing Financial Statements shall be final prepared (i) in accordance with the principles and binding upon policies described in Schedule I hereto (the Parties. “Transaction Accounting Principles”) and (vii) Absent manifest error, without giving effect to any adjustments resulting from the determinations consummation of the Accounting Firm transactions contemplated hereby (other than the Reorganization Transactions) or any actions taken by or on behalf of Cobia or Swordfish with respect to the Company Group at or following the Closing. For the purposes of preparing the Closing Financial Statements, an amount in a different currency shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is deemed to be enforced. Each Party shall bear its own costs and expenses incurred an amount in connection with this Section 3.5(cdollars converted at the Exchange Rate at the Adjustment Calculation Time (the “Closing Exchange Rate”), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) As promptly The Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth: (A) a statement of the aggregate accrued and unpaid Company Transaction Expenses as practicableof immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”), but in no event more than 60 days after which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; and (B) the number of Company Ordinary Shares to be issued and outstanding as of immediately prior to the Closing Date, each of Peabody and Arch after giving effect to the Company Capital Restructuring. (ii) SPAC shall prepare and deliver to the other Party Company a statement certificate duly executed by an authorized officer of SPAC (eachthe “SPAC Closing Statement” and, a together with the Company Closing Certificate, the “Closing StatementStatements”), setting forth: (A) setting forth the Peabody Net Working Capital aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Arch Net Working CapitalMerger Effective Time (the “Unpaid SPAC Expenses” and, respectivelytogether with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; (B) the number of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants to be issued and outstanding as of immediately prior to the Closing after giving effect to the Unit Separation and any valid exercise of SPAC Shareholder Redemption right; (C) the amount of cash in the Trust Account (after deducting the SPAC Shareholder Redemption amount) as of the Closing Date. ; and (iiD) Each Party shall have a period of 60 days after the delivery to it calculation of the Closing Statement of the other Party SPAC Exchange Shares and SPAC Exchange Warrants pursuant to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolutionSection 3.7(a). (iii) In resolving matters submitted to it On the Closing Date, concurrently with the Merger Effective Time, pursuant to Section 3.5(c)(ii)7.13, SPAC shall pay, or cause the Trustee to pay at the direction and on behalf of SPAC, by wire transfer of immediately available funds from the Trust Account (i) as and when due all amounts payable on account of the SPAC Shareholder Redemption amount to former SPAC Shareholders pursuant to their exercise of the SPAC Shareholder Redemption right, (ii) all Unpaid Company Expenses, as set forth on the Company Closing Certificate, and all Unpaid SPAC Expenses, as set forth on the SPAC Closing Statement, and (iii) immediately thereafter, all remaining amounts then available in the Trust Account (if any) to a bank account designated by the Company for its immediate use, subject to this Agreement and the Trust Agreement, and thereafter, the Accounting Firm (A) Trust Account shall not be entitled to take or order terminate, except as otherwise provided in the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii)Trust Agreement. (ivb) The Accounting FirmEach of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, acting as an expert records and not an arbitrator, shall render its opinion finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may beClosing Statements, and (Bii) any adjustments make such amendments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final as the Parties may mutually and binding upon the Partiesin good faith agree. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. At least ten (i10) As promptly as practicable, but in no event more than 60 days after Business Days prior to the Closing Date, each of Peabody and Arch the Company shall prepare and deliver to the other Party Plum a statement (each, a the “Company Closing Statement”) setting forth the Peabody Net Working Capital Company Transaction Expenses (including a breakdown by Person of amounts owed by the Company). Two (2) Business Days prior to the Special Meeting and, in any event, not earlier than the time that the holders of Plum Class A Shares may no longer elect to redeem their Plum Class A Shares in accordance with the Plum Shareholder Redemption, Plum shall deliver to the Company a statement (the “Plum Closing Statement”) setting forth: (a) the aggregate amount of cash in the Trust Account (prior to giving effect to the Plum Shareholder Redemption), (b) the aggregate amount of all payments required to be made in connection with the Plum Shareholder Redemption, (c) the Plum Transaction Expenses (including a breakdown by Person of amounts owed by Plum), (d) the number of Plum Shares to be outstanding as of immediately prior to the First Effective Time after giving effect to the Plum Shareholder Redemption, and (e) the number of Plum Class A Shares that may be issued upon the exercise of all Plum Warrants issued and outstanding as of immediately prior to the First Effective Time and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statementexercise prices therefor. During such period, each Party shall have the right to review the related work papers From and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Company Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working CapitalPlum Closing Statement, as the case may be, until the Closing Date, each of the Company and Plum shall (Bi) provide the other Parties and their Representatives with reasonable access to information reasonably requested by Plum or the Company or any adjustments to of their respective Representatives in connection with the applicable review of the Company Closing Statement or the Plum Closing Statement, whereupon as the confirmed case may be, (ii) consider in good faith any comments to the Company Closing Statement or revised the Plum Closing Statements shall be final Statement, as the case may be, provided by any other Party at least three (3) Business Days prior to the Closing Date and binding upon (iii) revise the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in Company Closing Statement as needed to reflect any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection reasonable comments that are consistent with this Section 3.5(c)Agreement and, except that based on the fees Company’s good faith assessment, are warranted or appropriate and expenses of deliver such revised Company Closing Statement or Plum Closing Statement, as the Accounting Firm in connection with its engagement pursuant case may be, to this Section 3.5(c) shall be borne equally by Peabody and Archany other Party prior to the Closing Date reflecting any such changes.

Closing Statements. (i) As promptly soon as practicable, but in no any event not more than 60 ninety (90) days after the Closing Date, each unless otherwise extended by the mutual agreement of Peabody U.S. Seller and Arch shall prepare U.S. Purchaser, U.S. Seller will cause to be prepared and deliver delivered to the other Party U.S. Purchaser (A) a statement (each, a the “Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Statement of Working Capital”), respectivelysetting forth, as of the Closing Date, the Net Working Capital (the “Closing Net Working Capital”); and (B) a statement (the “Closing Statement of Indebtedness”) setting forth, as of the Closing Date, the aggregate amount of the Net Indebtedness (the “Closing Net Indebtedness”); together with an audit report of Ernst & Young, LLP, independent accountants of Seller and Company (“E&Y”), to the effect that the Closing Net Working Capital and the Closing Net Indebtedness have been calculated in accordance with this Agreement and the Closing Statement of Working Capital has been prepared in accordance with GAAP Consistently Applied. (ii) Each Party shall have a period For purposes of 60 days after the delivery to it U.S. Seller’s preparation of the Closing Statement of Working Capital and the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement Indebtedness (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely mannercollectively, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting FirmClosing Statements”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm U.S. Purchaser (A) shall not be entitled to take or order cause the taking Vice President of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party Finance (or such Party’s Representativescomparable officer) of Company to provide or cause to be provided to U.S. Seller, within ten (10) days after the Closing Date, a balance sheet as of the Closing Date, along with a copy of all data and (D) shall resolve only those matters that were supporting documentation reasonably necessary for preparation of the Closing Statements, including financial information normally submitted by Company to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render U.S. Seller using its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, Hyperion Financial Management System; and (B) any adjustments shall not prevent the appropriate members of management of Company from providing (and shall request that they provide), within five (5) days after the request of U.S. Seller therefor, customary management representation letters to E&Y for purposes of E&Y’s audit report on the applicable Closing StatementStatement of Working Capital. All costs and expenses incurred by U.S. Seller in connection with the preparation, whereupon delivery and audit of the confirmed or revised Closing Statements shall be final borne by Sellers. Purchasers shall make available all reasonable books, records and binding upon personnel for U.S. Seller to prepare the PartiesClosing Statements. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. At least ten (i10) As promptly as practicable, but in no event more than 60 days after Business Days prior to the Closing Date, each of Peabody and Arch the Company shall prepare and deliver to the other Party Plum a statement (each, a the “Company Closing Statement”) setting forth the Peabody Net Working Capital estimated Company Transaction Expenses (including a breakdown by Person of estimated amounts owed by the Company). Two (2) Business Days prior to the Special Meeting and, in any event, not earlier than the time that the holders of Plum Class A Shares may no longer elect to redeem their Plum Class A Shares in accordance with the Plum Shareholder Redemption, Plum shall deliver to the Company a statement (the “Plum Closing Statement”) setting forth: (a) the aggregate amount of cash in the Trust Account (prior to giving effect to the Plum Shareholder Redemption), (b) the aggregate amount of all payments required to be made in connection with the Plum Shareholder Redemption, (c) the estimated Plum Transaction Expenses (including a breakdown by Person of amounts owed by Plum), (d) the number of Plum Shares to be outstanding as of immediately prior to the Effective Time after giving effect to the Plum Shareholder Redemption, and the Arch Net Working Capital, respectively, number of Plum Class A Shares that may be issued upon the exercise of all Plum Warrants issued and outstanding as of immediately prior to the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement Effective Time and the underlying assets exercise prices therefor. From and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Company Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working CapitalPlum Closing Statement, as the case may be, until the Closing Date, each of the Company and Plum shall (Bi) provide the other Parties and their Representatives with reasonable access to information reasonably requested by Plum or the Company or any adjustments to of their respective Representatives in connection with the applicable review of the Company Closing Statement or the Plum Closing Statement, whereupon as the confirmed case may be, (ii) consider in good faith any comments to the Company Closing Statement or revised the Plum Closing Statements shall be final Statement, as the case may be, provided by any other Party at least three (3) Business Days prior to the Closing Date and binding upon (iii) revise the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in Company Closing Statement as needed to reflect any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection reasonable comments that are consistent with this Section 3.5(c)Agreement and, except that based on the fees Company’s good faith assessment, are warranted or appropriate and expenses of deliver such revised Company Closing Statement or Plum Closing Statement, as the Accounting Firm in connection with its engagement pursuant case may be, to this Section 3.5(c) shall be borne equally by Peabody and Archany other Party prior to the Closing Date reflecting any such changes.

Closing Statements. (i) As promptly as practicableThe Company shall deliver to Parent, at least five, but in no event more than 60 seven, business days after prior to the Closing Date, each of Peabody and Arch shall prepare and deliver to the other Party a statement (eachthe “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the “Cash Closing Statement”) setting forth (A) the Peabody Net Working Capital Company’s Cash as of the close of business on such date and (B) the Arch Net Working Capital, respectively, Company’s good faith estimate of the amount of the Company’s Cash as of the Closing DateDate (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iiiii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each The Working Capital Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Cash Closing Statement (a together, the “Notice of DisagreementClosing Statements”) shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company’s books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such Party prior inquiries. Parent shall deliver written notice to such date. Any Notice of Disagreement shall specify in reasonable detail the nature Company of any disagreement so asserted that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt negotiate in good faith to resolve the matter or matters in dispute in any such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreementdisagreements, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon modified if necessary to reflect the Partiesresolution of any such disagreements. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Acquiror shall use its reasonable best efforts to prepare and deliver to the Company no less than three (3) Business Days prior to the Closing, and not earlier than the time that holders of Acquiror IPO Shares can no longer elect redemption in accordance with the Acquiror Share Redemption, a written statement (the “Acquiror Closing Statement”): (i) certifying the number of (A) shares of Acquiror Pre-Transaction Common Stock and Acquiror Warrants to be issued and outstanding immediately prior to the Effective Time (other Party than as a result of the closing of the Merger), and (B) Acquiror IPO Shares to be redeemed pursuant to Acquiror Share Redemptions; and (ii) setting forth Acquiror’s good faith estimate of (A) the amount of cash to be available in the Trust Account as of the Effective Time, (B) the amount of cash to be held by the Acquiror or Merger Sub outside the Trust Account as of the Effective Time (excluding any of the PIPE Investment Amount or FPA Investment Amount then held by the Acquiror or Merger Sub), (C) the Acquiror Share Redemption Amount, and (D) the aggregate amount of Outstanding Acquiror Expenses as of the Effective Time, including in each case relevant supporting documentation used by Acquiror in calculating such amounts reasonably requested by the Company. (b) The Company shall use its reasonable best efforts to prepare and deliver to the Acquiror no less than (3) Business Days prior to the Closing a written statement (the “Company Closing Statement”): (i) confirming that the Company Warrant Settlement and the Company Preferred Conversion will be completed in connection with the Closing and that, as of immediately after such completion and the Closing, the Company will have no issued and outstanding securities other than Company Common Stock issued to Acquiror; (ii) certifying (A) the number of Company Common Shares, Treasury Shares, Dissenting Shares, and Company Exchange Shares to be issued and outstanding immediately prior to the Effective Time; (B) an updated list of all Company Awards to be outstanding immediately prior to the Effective Time, including the holder thereof, the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof; and (C) the record holders of any of the foregoing that are entitled to receive, by reason of the Merger (subject, in the case of any Company Awards, to the terms thereof), Acquiror Class B Common Stock; and (iii) setting forth the Company’s good faith estimate of any Unpaid Company Transaction Liabilities, which shall include the respective amounts and wire transfer instructions for the payment thereof (other than with respect to amounts payable through the Company’s payroll), together with corresponding invoices for the foregoing. (c) From and after delivery of the Acquiror Closing Statement and the Company Closing Statement (each, a “Closing Statement”): (i) setting forth the Peabody Net Working Capital The parties shall use their respective reasonable best efforts to (A) cooperate with each other and the Arch Net Working Capital, respectively, as provide each other such additional information reasonably requested by such other party in connection with such other party’s review of the Closing Date.Statements, (B) reasonably consider any and all changes reasonably requested by such other party and (C) revise its Closing Statement as necessary to render such Closing Statement true and correct and reflective of the terms of this Agreement; and (ii) Each Party The parties shall have a period of 60 days after use their respective reasonable best efforts to jointly calculate in accordance with the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted terms hereof and shall quantify the disagreements use their respective reasonable best efforts to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm confirm (A) shall not be entitled to take or order the taking number of depositions or other testimony under oath or conduct any other oral or written discoveryshares of Acquiror Common Stock constituting the Aggregate Merger Consideration, including the number of shares thereof consisting of Acquiror Class A Common Stock and Acquiror Class B Common Stock, (B) the Exchange Ratio, and (C) the portion of the Aggregate Merger Consideration payable from and after the Effective Time in respect of the Company Exchange Shares, including the number of shares thereof consisting of Acquiror Class A Common Stock and Acquiror Class B Common Stock (d) Notwithstanding anything to the contrary herein, (i) no requested changes to any Closing Statement received from another party or any dispute among the parties with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable any Closing Statement and shall prevent or delay the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) Closing and (Dii) no actual or alleged breach of or failure to comply with the terms of this Section 2.8 shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, serve as the case may be, and (B) basis for the failure of any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm closing condition set forth in any court having jurisdiction over the Party against which such determination is Article IX to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archsatisfied.

Closing Statements. (ia) As promptly as practicable, but in no event more Not less than 60 days after three (3) Business Days prior to the Closing Date, each of Peabody and Arch the Contributor shall prepare and deliver to the other Party provide Acquiror with a statement (each, a the “Estimated Contributor Closing Statement”) setting that sets forth Contributor’s good faith estimate of the Peabody Net Working Capital amounts of (a) the Retained Cash (the “Estimated Retained Cash”), (b) the Cash Consideration (the “Estimated Cash Consideration”), (c) the Company Adjusted Equity Value Components and (d) based on the foregoing estimates, the Company Adjusted Equity Value (the “Estimated Company Adjusted Equity Value”), along with reasonably detailed supporting information to evidence the calculation of such amounts. An illustrative example of the Estimated Contributor Closing Statement for calculating the Estimated Cash Consideration and the Arch Net Working CapitalEstimated Company Adjusted Equity Value is set forth in Exhibit E-1. Acquiror and its Representatives, respectivelyincluding Acquiror’s independent accountants, as will be entitled to review all supporting documentation of the Closing Date. (ii) Each Party shall have a period of 60 days after Contributor, the Company and their respective Affiliates and Representatives prepared in connection with the delivery to it of the Closing Statement of the other Party to review such Estimated Contributor Closing Statement. During such period, each Party The Contributor shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt consider in good faith Acquiror’s comments or proposed changes to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of DisagreementEstimated Contributor Closing Statement. If such disputes cannot be resolved by the Parties within 30 days after the delivery The making of any Notice of Disagreementcomment or proposed change to the Estimated Contributor Closing Statement by Acquiror, then all matters that were included in or any Notice of Disagreement that remain in dispute shall be submitted failure to a mutually selected nationally recognized independent accounting firm (other than Peabody’s make any such comment or Arch’s then-current independent accounting firm) (proposed change, and any incorporation or failure to incorporate any such comment or proposed change into the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii)Estimated Contributor Closing Statement, the Accounting Firm (A) shall not be entitled grounds for failure of any closing condition to take be satisfied or order for the taking Closing to be delayed or limit the rights of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii)2.07. (ivb) Not less than three (3) Business Days prior to the Closing Date, Acquiror shall provide the Contributor with a statement (the “Estimated Acquiror Closing Statement” and together with the Estimated Contributor Closing Statement, the “Estimated Closing Statements”) that sets forth Acquiror’s good faith estimate of the amounts of (a) the Acquiror Adjusted Equity Value Components and (b) based on the foregoing estimates, the Acquiror Adjusted Equity Value (the “Estimated Acquiror Adjusted Equity Value”) along with reasonably detailed supporting information to evidence the calculation of such amount. An illustrative example of the Estimated Acquiror Closing Statement for calculating the Estimated Acquiror Adjusted Equity Value is set forth in Exhibit E-2. Contributor and its Representatives, including Contributor’s independent accountants, will be entitled to review all supporting documentation of Acquiror and its Affiliates and Representatives prepared in connection with the delivery of the Estimated Acquiror Closing Statement. The Accounting FirmAcquiror shall consider in good faith the Contributor’s comments or proposed changes to the Estimated Acquiror Closing Statement. The making of any comment or proposed change to the Estimated Acquiror Closing Statement by Contributor, acting as an expert or any failure to make any such comment or proposed change, and not an arbitratorany incorporation or failure to incorporate any such comment or proposed change into the Estimated Acquiror Closing Statement, shall render its opinion on all matters submitted not be grounds for failure of any closing condition to it be satisfied or for the Closing to be delayed or limit the rights of the Parties pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties2.07. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicable, but in no event more than 60 days after At least two (2) Business Days prior to the Closing Dateand in any event not earlier than the time that holders of shares of VOSO Class A Common Stock may no longer elect redemption in accordance with VOSO Stockholder Redemption, each of Peabody and Arch VOSO shall prepare and deliver to the other Party Wejo a statement (each, a the “VOSO Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital aggregate amount of cash in the Trust Account (prior to giving effect to VOSO Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with VOSO Stockholder Redemption; (iii) the number of shares of VOSO Class A Common Stock to be outstanding as of the Closing after giving effect to VOSO Stockholder Redemption and confirmation that (x) all shares of VOSO Class B Common Stock will be converted into shares of VOSO Class A Common Stock on a one-for-one basis and (y) no VOSO Preferred Stock is outstanding; (iv) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (v) the number of shares of VOSO Common Stock that may be issued in connection with the recapitalization of the Sponsor VOSO Warrants contributed by Founder to Limited, in each case, including reasonable supporting detail therefor. The VOSO Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the VOSO Closing Statement until the Closing, VOSO shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of VOSO and to senior management personnel of VOSO, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the VOSO Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the VOSO Closing Statement and the Arch Net Working Capital, respectively, as of components thereof and (z) consider in good faith any comments to the VOSO Closing Statement provided by the Company prior to the Closing Date. (iib) Each Party At least two (2) Business Days prior to the Closing, Wejo shall have prepare and deliver to VOSO a period of 60 days after statement (the delivery to it “Wejo Closing Statement”) setting forth its good faith calculation of the Company Net Debt Amount and the resulting Closing Transaction Consideration based on such calculation. The Wejo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the other Party Wejo Closing Statement until the Closing, Wejo shall (x) provide VOSO and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Wejo and its Subsidiaries and to senior management personnel of Wejo and its Subsidiaries, in each case, to the extent reasonably requested by Wejo or any of its Representatives in connection with their review such of the Wejo Closing Statement. During such period, each Party shall have (y) cooperate with VOSO and its Representatives in connection with their review of the right to review the related work papers and to conduct due diligence with respect to each Wejo Closing Statement and the underlying assets components thereof and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”z) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt consider in good faith any comments to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Wejo Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it provided by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments VOSO prior to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the PartiesDate. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. The parties hereto authorize each other’s agents and employees to enter the Hotel, during normal business hours and otherwise under reasonable circumstances, upon two (i2) As promptly as practicablebusiness days’ prior written notice, but in no event more than 60 both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, each for the purpose of Peabody making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and Arch shall audits of the Hotel and the Hotel books and records as they reasonable deem necessary in order to make the adjustments and prorations required under Article 9. Based upon preliminary examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement in respect of the Property reasonably satisfactory to Seller and deliver to Purchaser in form and substance (the other Party “Preliminary Closing Statement”) which shows the adjustments and prorations required under this Article 9. Within ninety (90) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect of the Property (each, a the “Final Closing Statement”) setting forth the Peabody Net Working Capital final determination (and the Arch Net Working Capital, respectively, manner in which such items shall be determined and paid) of all items which were not determined as of the Closing Date. (iiCut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) Each Party shall have a period of 60 days after the delivery to it if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day period. The net amount due to Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash or good check by the party obligated therefor within fifteen (15) days following that party’s receipt of the other Party to review such Final Closing Statement. During such periodThe adjustments, each Party prorations and determinations agreed to by Seller and Purchaser shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final be conclusive and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolutionparties hereto. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicable, but in no event more later than 60 days sixty (60) days, after the Closing Date, each of Peabody the Buyer will cause to be prepared and Arch shall prepare and deliver delivered to the other Party a statement (each, a “Closing Statement”) Sellers’ Representative statements setting forth the Peabody Net Working Capital Buyer’s calculation of the components of the Olinda Purchase Price and the Arch Net Working CapitalProvidence Purchase Price, respectively, each as of the Closing Date(the “Buyer Olinda Closing Statement” and the ‘‘Buyer Providence Closing Statement,” respectively), and noting any changes from the Estimated Olinda Closing Statement or the Estimated Providence Closing Statement. Such statements will be prepared in accordance with the Agreed Accounting Principles. (iib) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to the Buyer disagreeing with such Party prior to calculation and setting forth the Sellers’ Representative calculation of such dateamounts and in reasonable detail the Sellers’ Representative’s grounds for such disagreement. Any The Notice of Disagreement shall specify those items or amounts as to which the Sellers’ Representative disagrees, and the Sellers’ Representative shall be deemed to have agreed with (and the Accountants described in reasonable detail Section 2.6(c), if any, shall be deemed to be bound by) all other items and amounts contained in the nature of any disagreement so asserted Buyer Olinda Closing Statement and shall quantify the disagreements Buyer Providence Closing Statement, each delivered pursuant to the extent reasonably practicable. Section 2.6(a). (c) If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it duly delivered pursuant to Section 3.5(c)(ii2.6(b), the Accounting Firm (A) shall not be entitled Buyer and the Sellers’ Representative shall, during the fifteen days following such delivery, use their reasonable best efforts to take reach agreement on the disputed items or amounts in order to determine the taking Final Purchase Price of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement Company Group. Any written agreement by the Buyer and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (Sellers’ Representative resolving any disputed items or amounts during such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital period or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements mutually agreed extension thereof shall be final and binding upon the Parties. If, during such period, the Buyer and the Sellers’ Representative are unable to reach such agreement, they shall promptly thereafter cause KPMG LLP (the “Accountants”) to promptly review the definition of Purchase Price and any such disputed items or disputed amounts for the purpose of calculating the Final Purchase Price of the applicable Company Group. In making such calculation, the Accountants shall consider only those items or amounts in the Buyer Olinda Closing Statement and the Buyer Providence Closing Statement as to which the Sellers’ Representative has disagreed and shall resolve such disputes by applying the Agreed Accounting Principles. The Accountants shall deliver to the Buyer and the Sellers’ Representative, within thirty (30) days of their engagement, a report setting forth such calculation. Such report shall be final and binding upon the Parties. The cost of such review and report shall be allocated to and paid by the Buyer, on the one hand, and the Sellers’ Representative (for the benefit of the Sellers of the relevant Company Group or Company Groups), on the other hand, in the same proportion that the aggregate amount of the money at issue in such disputed items submitted to the Accountants that are unsuccessfully disputed by them (as finally determined by the Accountants) bears to the total amount of such disputed items, which proportionate allocation shall also be determined by the Accountants and be included in the Accountants’ report. (vd) Absent manifest errorWith respect to the Olinda Companies and the Providence Companies, the determinations “Final Purchase Price” of such Company Group shall be: (i) the Olinda Purchase Price or the Providence Purchase Price (as applicable) of such Company Group as calculated using the components identified in the Buyer Olinda Closing Statement or the Buyer Providence Closing Statement (as applicable) and delivered pursuant to Section 2.6(a), if no Notice of Disagreement with respect thereto is duly delivered pursuant to Section 2.6(b); or (ii) if such a Notice of Disagreement is delivered, the Olinda Purchase Price or the Providence Purchase Price (as applicable) of such Company Group (A) calculated using the components agreed by the Buyer and the Sellers’ Representative pursuant to Section 2.6(c) or (B) in the absence of such agreement, calculated using the components shown in the Accountant’s calculation delivered pursuant to Section 2.6(c). (e) The Buyer and the Sellers agree that they will, and each agrees to cause its (and the Companies) accountants to, and after the Closing Date, the Buyer agrees to cause the Companies to, cooperate and assist in the preparation of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination statements of the Accounting Firm components of the Olinda Purchase Price and the Providence Purchase Price (as applicable) contemplated by this Section 2 and in any court having jurisdiction over the Party against which such determination is conduct of the reviews referred to be enforced. Each Party shall bear its own costs in this Section 2.6, including making available to the extent necessary books, records, work papers, and expenses incurred personnel and granting the Sellers’ Representative and the Buyer (as applicable) and their respective Representatives access at reasonable times and places to all books, records, and employees of the Companies and RPMC reasonably requested by the Sellers’ Representative or the Buyer in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archtherewith.

Closing Statements. (a) Three (3) Business Days prior to the Initial Closing, Purchaser shall deliver to the Company a statement (the “Purchaser Closing Statement”) setting forth, in each case as of the Reference Time: (i) As promptly as practicablethe aggregate amount of cash in the Trust Account (prior to giving effect to the Redemption), (ii) the aggregate amount of all payments required to be made in connection with the Redemption, (iii) the net cash of Purchaser, after giving effect to the Redemption and the PIPE Investment (including any funds placed into escrow or paid to Pubco pursuant to the terms of the Subscription Agreements, based upon the information provided by the Company pursuant to Section 1.3(b)), (iv) the Purchaser Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor, and (v) a calculation of Excess Purchaser Transaction Expenses, if any. (b) Three (3) Business Days prior to the Initial Closing, but in no event more than 60 days after any case following receipt of the Purchaser Closing DateStatement, each of Peabody and Arch the Company shall prepare and deliver to the other Party Purchaser a statement (each, a the “Company Closing Statement”) setting forth (i) a schedule setting forth Digital Assets owned by the Peabody Net Working Capital and the Arch Net Working Capital, respectively, Target Companies as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it date of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Company Closing Statement and the underlying assets Digital Asset Market Value of such Digital Assets and liabilities. Each Party’s (ii) in each case as of the Reference Time: (w) the Closing Statement shall become final Company Cash, (x) the Company Transaction Expenses, including the amount owed to each payee thereof and binding upon payment instructions therefor, (y) the Parties on resulting amount of the 61st day following delivery thereof unless Acquisition Merger Consideration and Exchange Ratio and (z) the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature amount of any disagreement so asserted and shall quantify the disagreements funds placed into escrow or paid to Pubco pursuant to the extent reasonably practicable. If a Notice terms of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days Subscription Agreements. (c) From and after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Purchaser Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working CapitalCompany Closing Statement, as the case may be, until the Closing Date, each of the Company and Purchaser shall (Bi) provide the other Parties and their Representatives with reasonable access to information reasonably requested by the Company or Purchaser or any adjustments to of their respective Representatives in connection with the applicable review of the Purchaser Closing Statement or the Company Closing Statement, whereupon as the confirmed case may be, (ii) consider in good faith any comments to the Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by any other Party prior to the Closing Date and (iii) revise the Purchaser Closing Statement or the Company Closing Statement, as the case may be, as needed to reflect any reasonable comments and any other comments that, based on its good faith assessment, are warranted or appropriate and deliver such revised Purchaser Closing Statements Statement or Company Closing Statement, as the case may be, to any other Party prior to the Closing Date reflecting any such changes. It is understood and agreed that whether or not the Parties have fully resolved all comments to the Company Closing Statement or the Purchaser Closing Statement, such failure shall be final not affect, condition or delay the Initial Closing or Acquisition Closing, and binding the Initial Closing and the Acquisition Closing shall occur based on the information set forth in the last agreed upon the Parties. (v) Absent manifest error, the determinations version of the Accounting Firm shall be finalPurchaser Closing Statement and the Company Closing Statement, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archas applicable.

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch The Company Parties shall prepare and deliver to SPAC a certificate duly executed by an authorized officer of the other Party a statement Company (each, a the “Company Closing Statement”) setting forth forth: (A) to the Peabody Net Working extent the Company Parties desire for such Company Transaction Expenses to be paid at the Closing out of the Trust Account, a statement of the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Closing (the “Unpaid Company Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; and (B) the number of Company Ordinary Shares to be issued and outstanding as of immediately prior to the Closing after giving effect to the Capital Restructuring. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Statement, the “Closing Statements”), setting forth: (A) the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Arch Net Working CapitalClosing (the “Unpaid SPAC Expenses” and, respectivelytogether with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; (B) the number of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants to be issued and outstanding as of immediately prior to the First Merger Effective Time after giving effect to the Unit Separation and any valid exercise of SPAC Shareholder Redemption right; (C) the amount of cash in the Trust Account (after deducting the SPAC Shareholder Redemption amount) as of the Closing Date. ; and (iiD) Each Party shall have a period of 60 days after the delivery to it calculation of the Closing Statement of the other Party SPAC Exchange Shares and SPAC Exchange Warrants pursuant to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolutionSection 3.7(a). (iii) In resolving matters submitted to it On the Closing Date, concurrently with the First Merger Effective Time, pursuant to Section 3.5(c)(ii7.13, SPAC shall pay, or cause the Trustee to pay at the direction and on behalf of SPAC, by wire transfer of immediately available funds from the Trust Account (i) as and when due all amounts payable on account of the SPAC Shareholder Redemption amount to former SPAC Public Shareholders pursuant to their valid exercise of the SPAC Shareholder Redemption right, (ii) all Unpaid Company Expenses, as and to the extent set forth on the Company Closing Statement, and all Unpaid SPAC Expenses, as set forth on the SPAC Closing Statement, and (iii) immediately thereafter, all remaining amounts then available in the Trust Account (if any) to a bank account designated by the Company for its immediate use (subject to any applicable terms and conditions of the Sponsor Support Agreement), the Accounting Firm (A) shall not be entitled subject to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement this Agreement and the Notice of DisagreementTrust Agreement, (C) and thereafter, the Trust Account shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by terminate, except as otherwise provided in the Parties pursuant to Section 3.5(c)(ii)Trust Agreement. (ivb) The Accounting FirmEach of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, acting as an expert records and not an arbitrator, shall render its opinion finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may beClosing Statements, and (Bii) any adjustments make such amendments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final as the Parties may mutually and binding upon the Partiesin good faith agree. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (i) As promptly as practicable, but in no event more than 60 Within ninety (90) calendar days after the Closing Date, each of Peabody and Arch shall prepare and the Buyer will deliver to the Company a closing statement of the Sold Companies and the Sold Subsidiaries and the other Party Transferred Assets, as of the Effective Time, prepared in good faith (the “Post-Closing Statement”). The Buyer will prepare the Post-Closing Statement in accordance with the Accounting Methodology, and the Post-Closing Statement will be accompanied by a statement certificate of the Buyer based on such Post-Closing Statement setting forth (i) the Buyer’s itemized good faith calculation of (A) the Closing Working Capital, and (B) the Closing Net Cash, (ii) the resulting calculation of the Final Cash Purchase Price assuming the accuracy of the estimates described in the foregoing clause (i) and (iii) the resulting amount of the adjustment(s), if any, to the Estimated Cash Purchase Price calculated in accordance with this Section 3.3 (the “Closing Certificate” and together with the Post-Closing Statement, the “Closing Statements”), and will be accompanied by reasonably detailed supporting calculations. Any currency conversions made in preparation of the foregoing will be made at the Period End Rate as of the Closing Date. The Buyer shall not amend, supplement or modify the Closing Statements following delivery to the Company. (ii) The Company shall have sixty (60) calendar days from the date on which the Closing Statements are received (“Review Period”) to review the Closing Statements. From the commencement of the Review Period until such time as the Final Cash Purchase Price is finally determined in accordance with this Section 3.3, the Buyer shall provide the Company and its accountants, attorneys and other representatives with reasonable access during normal business hours and upon reasonable notice to (A) the books and records and other Business Records of the Sold Companies and the Sold Subsidiaries or any other documents on which the calculations set forth in the Closing Statements are based, that were used in the preparation of the Closing Statements, or that may be reasonably required by the Company’s accountants or advisors, including the working papers of the Buyer and (subject to execution by the Company, its accountants and applicable representatives of customary indemnification and release letters) (or that otherwise may be reasonably required by the Buyer’s independent auditors) its accountants and other representatives, if any, prepared in connection with the Closing Statements and (B) such of the Buyer’s, the Sold Companies’ and the Sold Subsidiaries’ personnel, accountants and other representatives, who were responsible for preparing or knowledgeable about information relevant to the Company’s review of the Closing Statements, as the Company shall reasonably request. The Buyer hereby agrees that following the Closing Date and prior to the completion of the determination of the Final Cash Purchase Price hereunder, the Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, preserve and not alter or destroy any of the books and records and other Business Records of the Sold Companies and the Sold Subsidiaries, or any other documents on which the calculations set forth in the Closing Statement are based, or which may be useful or helpful to the Company’s accountants or advisors. In the event the Company disagrees with any or all of the calculations set forth in the Closing Statements, the Company shall deliver to the Buyer within the Review Period a written notice of dispute (a “Dispute Notice”) which shall set forth, in reasonable detail, the items and amounts in dispute together with reasonably detailed supporting calculations. If the Company does not deliver a Dispute Notice on or before the final day of the Review Period, then the Company shall be deemed to have irrevocably accepted such Closing Statements and such Closing Statements shall be final and binding. The Buyer and the Company shall use reasonable efforts to resolve any amount in dispute raised in the Dispute Notice within twenty (20) Business Days (the “Discussion Period”) commencing on the date the Buyer receives the Dispute Notice from the Company. If the Company and the Buyer do not obtain a final resolution within the Discussion Period, then the remaining amounts in dispute (each, a “Closing StatementDisputed Item”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted thereafter for resolution to KPMG LLP, or if such firm refuses or is unable to serve in such capacity, or is otherwise not appointed and engaged for such purpose (including due to a mutually selected conflict of interest), then another independent nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (to be agreed upon by the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement Company and the Notice of Disagreement, Buyer acting reasonably (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capitalfirm, as the case may be, the “Accountant”). (iii) The Buyer and the Company shall direct the Accountant to conduct such review of the Disputed Items in the Closing Statements that are the subject of such Dispute Notice, such Dispute Notice and any supporting documentation as the Accountant in its sole discretion deems necessary. Each of the Company and the Buyer and their respective representatives shall be afforded the opportunity to present to the Accountant any material such party deems relevant to the dispute; provided that such material and its applications would be in accordance with this Section 3.3, and the Parties shall have a continuing opportunity to discuss the matter and its position with the Accountant, but no such presentation of materials or communication shall be on an ex parte basis unless agreed to in writing by the other Party. In its review and calculation of the Disputed Items, such Accountant shall (A) be limited to a review of whether the Disputed Items were calculated in accordance with the Accounting Methodology and this Section 3.3 (and any related definitions), (B) consider only the Disputed Items in the Dispute Notice and shall therefore be bound as to all other matters and calculations as to which the Closing Statements and the Dispute Notice are in accord, (C) be bound in all respects and for all purposes by the definitions hereof and the Accounting Methodology, and shall select, with respect to each Disputed Item, an amount equal to either the Buyer’s position as set forth in the Closing Statements or the Company’s position, as set forth in the Dispute Notice, (D) not consider in any adjustments respect or for any purpose any settlement discussions or settlement offer made by or on behalf of the Buyer or the Company, unless otherwise agreed by the Buyer and the Sellers, and no party hereto will disclose (or permit its representatives to disclose) to the applicable Closing StatementAccountant any such discussions or offer, whereupon (E) be limited to fixing mathematical errors and determining whether the confirmed or revised Closing Statements Disputed Items were determined in accordance with the Accounting Methodology, and the Accountant is not to make any other determination, including (1) whether U.S. GAAP was followed for any purposes under this Agreement (provided that this clause (1) shall be final and binding upon not prevent the Parties. application of U.S. GAAP principles to the extent consistent with the Accounting Methodology), (v2) Absent manifest errorwhether any of the Target Working Capital Amount, the determinations of Estimated Net Cash, or the Accounting Firm shall be finalEstimated Working Capital is correct, binding and conclusive. Judgment may be entered upon (3) the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.accuracy of

Closing Statements. (a) Not less than three Business Days prior to the anticipated Closing Date, Seller shall provide to Buyer a statement (the “Seller Closing Statement”) consisting of a calculation, in reasonable detail, of each component of the Purchase Price, including identifying in reasonable detail (i) As promptly all amounts of Leakage that have occurred or will occur at or prior to the Closing, (ii) an estimate of all Transaction Related Expenses to be paid by the Acquired Companies after the Closing and (iii) the Investment Portfolio Adjustment Amount as practicableof the Closing, but together with such documentation as is reasonably necessary to support such calculations. The Seller Closing Statement, and the components thereof, shall be prepared in no event more accordance with the Accounting Principles and the terms of this Agreement. Seller shall reasonably cooperate with Buyer in good faith to resolve any dispute Buyer asserts prior to the Closing Date regarding the amounts set forth on the Seller Closing Statement, it being understood that Buyer will have the opportunity to evaluate such amounts following the Closing as set forth in Section 1.06(b) and that the Closing shall not be delayed by reason of any dispute regarding the Seller Closing Statement. (b) No later than 60 days after following the Closing DateDate (the “Adjustment Period”), each of Peabody and Arch Buyer shall prepare and deliver to the other Party Seller a statement (each, a the “Buyer Closing Statement”) setting forth consisting of its calculation, in reasonable detail, of (i) the Peabody Net Working Capital amount of any Leakage, including Leakage that was not reported on the Seller Closing Statement and that has been identified by Buyer during the Arch Net Working CapitalAdjustment Period, respectively(ii) the amount of any Transaction Related Expenses paid or to be paid by the Acquired Companies after the Closing, (iii) the Investment Portfolio Adjustment Amount as of the Closing, (iv) the resulting Purchase Price and (v) a reconciliation of Buyer’s calculations to those of Seller in the Seller Closing DateStatement, together with such documentation as is reasonably necessary to support such calculations. The Buyer Closing Statement, and the components thereof, shall be prepared in accordance with the Accounting Principles and the terms of this Agreement. (iic) Each Party Seller shall have a period of 60 days after from the delivery to it of date on which the Buyer Closing Statement of the other Party is delivered to review such Closing Statement. During such period, each Party shall have the right Seller to review the related work papers and to conduct due diligence with respect to each Buyer Closing Statement (such period of time, the “Review Period”). During the Review Period, Buyer shall cooperate fully with Seller and its Representatives in their review of the underlying assets Buyer Closing Statement, shall provide, or cause the Acquired Companies to provide, to Seller and liabilitiesits Representatives reasonable access to all books, records and working papers of the Acquired Companies relevant to the Buyer Closing Statement, and shall request, or cause the Acquired Companies to request, that such Acquired Company’s auditors provide to Seller and its Representatives reasonable access to all their working papers relevant to the Buyer Closing Statement; provided that the auditors of Buyer shall not be obligated to make any working papers available to Seller until Seller has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. Each Party’s The Buyer Closing Statement shall become final and binding upon the Parties parties with respect to all items set forth therein at 5:00 p.m. New York City time on the 61st 60th day following delivery thereof of the Review Period, unless the other Party Seller gives written notice of its disagreement with such the Buyer Closing Statement (such written notice, a “Notice of DisagreementDispute Notice”) to such Party Buyer on or prior to such datetime. Any Dispute Notice of Disagreement shall specify in reasonable detail the nature of item or items in dispute (each component thereof, a “Disputed Item”) and the reasons for any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicableasserted. If a Dispute Notice of Disagreement is received by either Party Buyer in a timely manner, then the Parties Buyer Closing Statement (as revised in accordance with this sentence) shall attempt become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing all differences they have with respect to the matters specified in the Dispute Notice or (B) the date all disputed matters are finally resolved in writing by the Independent Accountant in accordance with Section 1.06(d). (d) If Seller delivers a Dispute Notice, then Seller and Buyer shall seek in good faith to resolve the matter or matters in dispute in such Notice of Disagreement Disputed Items during the 3015-day Business Day period following beginning on the delivery date Buyer receives the Dispute Notice (such period of time, the “Resolution Period”). During the Resolution Period, Buyer and its auditors shall have access to the working papers of Seller prepared in connection with the Dispute Notice; provided that the auditors of Seller shall not be obligated to make any working papers available to Buyer until Buyer has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. In the event that Seller and Buyer are unable to agree on any item or items shown or reflected in the Dispute Notice within the Resolution Period, Seller and Buyer shall enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement within 15 days of the conclusion of the Resolution Period. Each of Seller and Buyer shall prepare separate written reports of such unresolved item or items specified in the Dispute Notice and deliver such reports, along with copies of Disagreementthe Dispute Notice and the Buyer Closing Statement marked to indicate those line items that remain in dispute, to the Independent Accountant within 15 days after engaging the Independent Accountant. If such disputes cannot be resolved by Buyer and Seller shall, within five Business Days thereafter, submit written rebuttal reports to the Parties Independent Accountant, and the Independent Accountant shall have the right to ask questions of both parties relating to their respective submissions. The parties hereto shall use their respective commercially reasonable efforts to cause the Independent Accountant to, as soon as practicable and in any event within 30 15 days after the delivery earlier of any Notice (x) receiving such written reports or (y) the deadline for delivering such written reports, determine whether and to what extent (if any) the Buyer Closing Statement requires adjustment with respect to the calculation of Disagreementthe items set forth therein or the identification of items as Leakage; provided, then all matters however, that were included in any Notice the dollar amount of Disagreement that remain each item in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm determined within the range of dollar amounts proposed by Seller in the Dispute Notice, on the one hand, and Buyer in the Buyer Closing Statement, on the other hand. The parties hereto acknowledge and agree that (other than Peabody’s or Arch’s then-current independent accounting firmi) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii)review by and determinations of the Independent Accountant shall be limited to, and only to, the Accounting Firm unresolved item or items specified in the Dispute Notice and (ii) the determinations by the Independent Accountant shall be based solely on (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter such reports submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement by Seller and Buyer and the Notice of Disagreement, information and documents (Cincluding work papers) shall have no ex parte communications with either Party (or such Partyprovided to the Independent Accountant which form the basis for Seller’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, Buyer’s respective positions and (B) any adjustments this Section 1.06 and the definitions in this Agreement related to the applicable Closing Statementcalculation of Leakage and the Investment Portfolio Adjustment Amount. The parties hereto shall use their commercially reasonable efforts to cooperate with and provide information and documentation, whereupon including work papers, to assist the confirmed Independent Accountant; provided that Buyer and Seller shall not be obligated to make any working papers of any auditors of Buyer or revised Closing Statements Seller, respectively, available to the Independent Accountant until the Independent Accountant shall have signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. Any such information or documentation provided by a party hereto to the Independent Accountant shall be final and binding upon concurrently delivered to the Parties. (v) Absent manifest errorother party hereto, subject, in the determinations case of the Accounting Firm Independent Accountant’s work papers, to such other party hereto entering into a customary release agreement with respect thereto. Neither of the parties hereto shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the parties hereto with respect to any objection under this Section 1.06(d). The determinations by the Independent Accountant solely as to the amount of the item or items in dispute and the resulting Purchase Price shall be in writing and shall be final, binding binding, non-appealable and conclusiveconclusive and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, entered by a court of competent jurisdiction, and either party hereto may petition the New York courts to reduce such decision to judgment. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own The fees, costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) Independent Accountant shall be borne equally by Peabody Buyer, on the one hand, and ArchSeller, on the other hand, based on the inverse of the percentage of the amounts that the Independent Accountant determines in such party’s favor bears to the aggregate amount of the total disputed matters. (e) Within three Business Days after the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice either by mutual agreement of the parties hereto or by the Independent Accountant in accordance with Section 1.06(d): (i) if the Purchase Price as finally determined exceeds the Purchase Price paid at Closing, Buyer shall pay to Interfinancial, by wire transfer of immediately available funds, an amount equal to such difference; and (ii) if the Purchase Price as finally determined is less than the Purchase Price paid at Closing, Seller shall cause Interfinancial to pay to Buyer, by wire transfer of immediately available funds, an amount equal to the absolute value of such difference. Any such amounts paid to Buyer or Seller shall be treated as an adjustment to the Purchase Price for Tax reporting purposes.

Closing Statements. (ia) As promptly as practicable, but in no event more than 60 days after At least two (2) Business Days prior to the Closing DateDate and in any event not earlier than the time that holders of AAC Class A Ordinary Shares may no longer elect redemption in accordance with the AAC Shareholder Redemption, each of Peabody and Arch AAC shall prepare and deliver to the other Party Company a statement (each, a the “AAC Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital and aggregate amount of cash in the Arch Net Working Capital, respectively, as of Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the Closing Date. AAC Shareholder Redemption); (ii) Each Party the aggregate amount of all payments required to be made in connection with the AAC Shareholder Redemption; (iii) the Cannae Backstop Amount (if any); (iv) the Available Cash Amount resulting therefrom; and (v) the number of shares of AAC Class A Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to any redemptions made in connection with the AAC Shareholder Redemption and the Cannae Backstop Amount (if any), and confirmation that no AAC Preferred Shares are outstanding, in each case, including reasonable supporting detail therefor. The AAC Closing Statement and each component thereof shall have a period of 60 days be prepared and calculated in accordance with the definitions contained in this Agreement. From and after the delivery to it of the AAC Closing Statement until the Closing, AAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of AAC and its Subsidiaries and to senior management personnel of AAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the other Party to review such AAC Closing Statement. During such period, each Party shall have (y) cooperate with the right to Company and its Representatives in connection with their review of the related work papers and to conduct due diligence with respect to each AAC Closing Statement and the underlying assets components thereof; and liabilities. Each Party’s (z) consider in good faith any comments to the AAC Closing Statement provided by the Company prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall become final not in any event be delayed as a result of the review of the AAC Closing Statement. In addition, at least two (2) Business Days prior to the Special Meeting, and binding upon in any event not earlier than the Parties on time that holders of AAC Class A Ordinary Shares may no longer elect redemption in accordance with the 61st day following AAC Shareholder Redemption, AAC shall prepare and delivery thereof unless to the other Party gives written notice Company a statement setting forth the number of its disagreement with such AAC Shareholder Redemptions. (b) The Company shall deliver to AAC a schedule setting forth the allocation of the Closing Statement Merger Consideration payable at Closing among the holders of Company Shares (a the “Notice of DisagreementPayment Allocation Schedule”) to such Party not less than two (2) Business Days prior to such datethe Closing. Any Notice The Payment Allocation Schedule (and any update thereof) will be prepared in accordance with the provisions of Disagreement the organizational documents of the Company and the terms and conditions of this Agreement. From and after delivery of the Payment Allocation Schedule until the Closing, the Company shall specify (x) provide AAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company and to senior management personnel of the Company, in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements each case, to the extent reasonably practicable. If a Notice requested by AAC or any of Disagreement is received by either Party its Representatives in a timely mannerconnection with their review of the Payment Allocation Schedule, (y) cooperate with AAC and its Representatives in connection with their review of the Parties shall attempt Payment Allocation Schedule and the components thereof; and (z) consider in good faith any comments to resolve the matter or matters in dispute in such Notice of Disagreement during Payment Allocation Schedule provided by AAC prior to the 30-day period following Closing Date; provided that, notwithstanding the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii)foregoing, the Accounting Firm Closing (Ain accordance with Section 4.01) shall not in no event be delayed as a result of the review of the Payment Allocation Schedule. The AAC Parties shall be entitled to take rely upon the Payment Allocation Schedule, and in no event will the AAC Parties or order the taking any of depositions their Affiliates have any liability to any holder of Company Shares or other testimony under oath or conduct any other oral or written discovery, (B) Person with respect to each matter submitted the allocation of the Closing Merger Consideration payable under this Agreement or pursuant to itthe Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Payment Allocation Schedule; provided, however, that in no event shall not resolve such matter in a manner that is more favorable the amounts set forth on the Payment Allocation Schedule result in, or require AAC or any other Person to either Party issue or pay hereunder, an amount greater than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to aggregate consideration as set forth in Section 3.5(c)(ii)3.01. (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly soon as practicablepossible, but in no event more not later than 60 days after days, following the Closing Date, each of Peabody and Arch the Purchaser shall prepare and deliver to the other Party a statement Sellers’ Representative the following (eachcollectively, a the “Closing StatementStatements”): (i) a calculation of the Working Capital as of 12:01 a.m. (Pacific Time) on the Closing Date (the “Closing Working Capital”); (ii) the amount by which the Closing Working Capital exceeds or is less than, as the case may be, the Target Working Capital; and (iii) the Purchase Price, as adjusted in accordance with Section 2.3. (b) The Sellers’ Representative shall have 30 days from receipt of the Closing Statements (the “Review Period”) within which to review the Closing Statements. During the Review Period, the Purchaser will cause the Company to provide the Sellers’ Representative and its authorized Representatives with reasonable access, during normal business hours, to the personnel and financial Books and Records of the Company for the purpose of enabling the Sellers’ Representative to review the Closing Statements. If the Sellers’ Representative acting in good faith and in consultation with its independent accounting advisors dispute any matters set out in the Closing Statements, then the Sellers’ Representative may deliver written notice (an “Objection Notice”) to the Purchaser within the Review Period setting forth in detail the Peabody Net Working Capital particular matters in the Closing Statements to which the Sellers’ Representative objects (the “Disputed Items”). If the Sellers’ Representative does not deliver an Objection Notice to the Purchaser within the Review Period, then the Sellers’ Representative shall be deemed to have accepted the Closing Statements. If the Sellers’ Representative delivers an Objection Notice to the Purchaser within the Review Period, then: (i) the Purchaser and the Arch Net Working CapitalSellers’ Representative shall work expeditiously and in good faith in an attempt to resolve all of the Disputed Items within 15 days of receipt of the Objection Notice (the “Discussion Period”); and (ii) all matters in the Closing Statements, respectivelyother than the Disputed Items, as shall be deemed to have been accepted by the Sellers’ Representative. If all Disputed Items are not resolved within the Discussion Period, the Purchaser and the Sellers’ Representative shall within ten days following the end of the Discussion Period appoint a registered chartered professional accountant to be selected mutually by the Purchaser and the Sellers’ Representative (the “Closing Statements Dispute Auditor”) to resolve the remaining items in dispute. The Closing Statements Dispute Auditor may be any Person who has been retained by any of the parties to provide audit, accounting, or advisory services to such party prior to the Closing Date. (iic) Each Party shall have a period Within ten Business Days of 60 days after the delivery to it appointment of the Closing Statement of Statements Dispute Auditor, the other Party Purchaser and the Sellers’ Representative shall furnish to review such the Closing Statement. During such period, each Party shall have the right to review the related work papers Statements Dispute Auditor and to conduct due diligence each other those working papers, schedules and other documents, accounting books and records, and information relating to the Disputed Items that are available to the Purchaser and the Sellers’ Representative or their respective Representatives as the Closing Statements Dispute Auditor may require together with their respective written statements in support of their respective positions with respect to each Closing Statement the Disputed Items. The Purchaser and the underlying assets Sellers’ Representative shall be allowed one opportunity to respond to the submissions of the Purchaser and liabilitiesthe Sellers’ Representative, as the case may be, within five Business Days of the receipt of such submissions from the Closing Statements Dispute Auditor. Each PartyThe Purchaser and the Sellers’ Representative shall instruct the Closing Statements Dispute Auditor that: (i) time is of the essence in proceeding with its determination of the Disputed Items and the Closing Statements Dispute Auditor shall use its best efforts to deliver the decision of the Closing Statements Dispute Auditor with respect to the Disputed Items within a reasonable period of time (not to exceed 30 days) following receipt of the submissions from the Purchaser and the Sellers’ Representative; and (ii) in making its determination of the Disputed Items, the Closing Statements Dispute Auditor may not award to the Purchaser or the Sellers (as applicable) an amount greater than the amount asserted by the Purchaser or the Sellers (as applicable); and (iii) its decision shall be in writing. The Closing Statements Dispute Auditor’s Closing Statement decision, absent any manifest error or prior agreement of the Purchaser and the Sellers’ Representative otherwise, shall become be final and binding upon the Parties on the 61st day following delivery thereof unless Purchaser and the other Party gives written notice Sellers with no rights of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements challenge, review, or appeal to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included courts in any Notice manner. The Closing Statements Dispute Auditor, in making its determination of Disagreement that remain in dispute shall the Disputed Items, will be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not as an arbitratorarbitrator and will not be required to engage in a judicial inquiry worked out in a judicial manner. (d) On agreement of the Purchaser and the Sellers’ Representative or the decision of the Closing Statements Dispute Auditor, shall render its opinion on all matters submitted as the case may be, with respect to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determinationthe Disputed Items, the Accounting Firm Closing Statements shall then send be deemed to each Party a written determination be amended as may be necessary to reflect the agreement of (A) the Peabody Net Working Capital Purchaser and the Sellers’ Representative or the Arch Net Working Capitaldecision of the Closing Statements Dispute Auditor, as the case may be, and (B) any adjustments in this event, all references in this Agreement to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon deemed to be references to the PartiesClosing Statements as so amended. (ve) Absent manifest error, The Purchaser and the determinations of the Accounting Firm Sellers’ Representative shall each be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear responsible for its own costs and expenses in connection with the preparation and review of the Closing Statements and the calculations contained therein and the settlement of any Disputed Items. The fees and expenses of the Closing Statements Dispute Auditor pursuant to this Section 2.2 will be borne by the Purchaser and the Sellers’ Representative based upon the percentage which the aggregate portion of the contested amounts of the Disputed Items not awarded to the Purchaser and the Sellers’ Representative, as the case may be, bears to the aggregate amount actually contested by the Purchaser or the Sellers’ Representative, as the case may be (the “Cost Determination Percentage”). For example, if the Sellers’ Representative delivers an Objection Notice in which the Disputed Items claims the Purchase Price is $100,000 greater than the amount determined by the Purchaser in the Closing Statements, and the Purchaser contests only $50,000 of the amount claimed by the Sellers’ Representative, and if the Closing Statements Dispute Auditor ultimately resolves the dispute by awarding the Sellers’ Representative $30,000 of the $50,000 contested, then the costs and expenses of the Closing Statements Dispute Auditor will be allocated 60% (i.e., 30,000 ÷ 50,000) to the Purchaser and 40% (i.e., 20,000 ÷ 50,000) to the Sellers’ Representative. If the Cost Determination Percentage is 0% for the Purchaser or the Sellers’ Representative, as the case may be (the “Successful Party”), then the non-Successful Party shall pay in addition to the fees and expenses of the Closing Statements Dispute Auditor all of the Successful Party’s out-of-pocket fees and expenses incurred in connection with this Section 3.5(c)the resolution of the Disputed Items, except that including the out-of-pocket fees and expenses of the Accounting Firm in connection Successful Party’s legal counsel, accountants or other representatives or consultants engaged by such party to assist with its engagement pursuant the resolution of the Disputed Items, up to this Section 3.5(c) shall be borne equally by Peabody and Archa maximum of $50,000.

Closing Statements. (ia) As promptly as practicableAt least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, but in no event more than 60 days after the Closing Date, each of Peabody and Arch FTAC shall prepare and deliver to the other Party Tempo a statement (each, a the “FTAC Closing Statement”) setting forth in good faith: (i) the Peabody Net Working Capital and aggregate amount of cash in the Arch Net Working Capital, respectively, as of Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the Closing Date. FTAC Stockholder Redemption); (ii) Each Party shall have a period the aggregate amount of 60 days all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the delivery FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to it be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the other Party FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review such of the FTAC Closing Statement. During such period, each Party shall have (y) cooperate with Tempo and its Representatives in connection with their review of the right to review the related work papers and to conduct due diligence with respect to each FTAC Closing Statement and the underlying assets components thereof and liabilities. Each Party’s (z) consider in good faith any comments to the FTAC Closing Statement provided by Tempo prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall become final not in any event be delayed as a result of the review of the FTAC Closing Statement. (b) At least two (2) Business Days prior to the Closing, Tempo shall prepare and binding upon deliver to FTAC a statement (the Parties on “Tempo Closing Statement”), setting forth in good faith its calculation of the 61st day following delivery thereof unless Company Net Debt Amount and including the other Party gives written notice of its disagreement with such Allocation Schedule. The Tempo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Tempo Closing Statement until the Closing, Tempo and the Tempo Blockers shall (a “Notice x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Disagreement”) the Tempo Blockers, Tempo and its Subsidiaries and to such Party prior to such date. Any Notice senior management personnel of Disagreement shall specify the Tempo Blockers, Tempo and its Subsidiaries, in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements each case, to the extent reasonably practicable. If a Notice requested by FTAC or any of Disagreement is received by either Party its Representatives in a timely manner, connection with their review of the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discoveryTempo Closing Statement, (By) cooperate with respect to each matter submitted to it, shall not resolve such matter FTAC and its Representatives in a manner that is more favorable to either Party than connection with their review of the applicable Tempo Closing Statement and the Notice of Disagreementcomponents thereof and (z) consider in good faith any comments to the Tempo Closing Statement provided by FTAC prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (Cin accordance with Section 4.01) shall have in no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by event be delayed as a result of the Parties pursuant to Section 3.5(c)(ii)review of the Tempo Closing Statement. (ivc) The Accounting FirmCompany, acting as an expert FTAC and not an arbitratortheir respective Subsidiaries shall be entitled to rely upon the Allocation Schedule, shall render its opinion on all matters submitted and in no event will the Company, FTAC or any of their Affiliates (including the FTAC Surviving Corporation and Tempo Surviving Entity) have any liability to it any Tempo Blocker Owner, Continuing Tempo Unitholder, Tempo Investor, Participating Management Holder or any other Person with respect to the allocation of the Closing Cash Consideration, the Closing Seller Equity Consideration, the Tempo Earnout Consideration or the Forfeiture Reallocation Shares payable under this Agreement or pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on that determinationthe Allocation Schedule result in, or require the Company, the Accounting Firm shall then send Tempo Surviving Entity or any other Person to each Party a written determination of (A) issue or pay hereunder, an amount greater than the Peabody Net Working Capital or the Arch Net Working Capital, aggregate consideration as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Partiesset forth in Section 3.01. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch The Seller Parties shall prepare in good faith and deliver to the other Party a statement (each, a “Closing Statement”) setting forth the Peabody Net Working Capital Purchaser Parties for its review and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discoveryconsultation, (Bx) with respect to each matter Property and Purchased -- \\DC - 088650/000238 - 6521921 v16 Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement of estimated Proration Items as of the applicable Adjustment Time on a property-by-property basis, and Purchased Entity basis to the extent applicable and (y) with respect to the Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to itthe Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, shall as necessary (such statement for the Initial Closing, the "Estimated Initial Closing Statement"; and such statement for a Deferred Closing, an "Estimated Deferred Closing Statement"); provided that any Estimated Initial Closing Statement or Estimated Deferred Closing Statement, as applicable, will not resolve such matter in a manner be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (or the applicable Deferred Interests relating thereto) that is more favorable not being Transferred at the applicable Closing. In the event that Seller Parties and the Purchaser Parties agree to either Party revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the "Initial Closing Statement"; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the "Deferred Closing Statement"). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to will be paid at the applicable Closing Statementby the Purchaser Parties to the Seller Parties (if the Proration Items, whereupon credits and adjustments result in a net credit to the confirmed Seller Parties) or revised Closing Statements shall be final by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement adjustments pursuant to this Section 3.5(c1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in any event, with respect to the Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be borne equally unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by Peabody the Purchaser Parties, the "Adjusted Initial Closing Statement") or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an "Adjusted Deferred Closing Statement") which update will reflect the Purchaser Parties calculation of Proration Items and Archother credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the information available as of the preparation date. As soon as practicable following the applicable Closing with respect to the Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Date based on the information available as of the preparation date and (2) the applicable Adjusted Closing Date Portfolio Tape. Re-prorations and adjustments will be made commencing after the Initial Closing when actual amounts are determined only where expressly provided in this Section 1.4.

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Company Parties shall prepare and deliver to SPAC a certificate duly executed by an authorized officer of the other Party a statement Company (each, a the “Company Closing StatementCertificate”) setting forth a statement of (i) the Peabody Net Working Capital aggregate accrued and the Arch Net Working Capital, respectively, unpaid Company Transaction Expenses as of immediately prior to the Closing DateMerger Effective Time (the “Unpaid Company Expenses”) and (ii) the TCO Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) Each Party SPAC shall have deliver to the Company a period certificate duly executed by an authorized officer of 60 days after SPAC (the delivery “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to it the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the Closing Statement of foregoing, the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, parties agree that the Parties shall attempt use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the TCO Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the TCO Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the parties may mutually and in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolutionagree. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicable, but in no event more Not later than 60 sixty (60) days after the Closing Date, each of Peabody Buying Group and Arch Buying Group's Accountants shall prepare cause to be prepared and deliver delivered to Selling Group a proposed Closing Balance Sheet, accompanied by (i) notes which specifically identify (x) all Excluded Property and (y) the other Party Purchased Assets and the Balance Sheet Assumed Liabilities reflected on the Closing Balance Sheet and (ii) a statement (each, a “Closing Statement”) detailed schedule setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as Buying Group's calculation of the Closing DateBalance Sheet Adjustment and, by utilizing the AR Valuation Principles (which shall include as credit balances only those credit balances set forth on the Statement of Credit Balances), the Accounts Receivable Adjustment (collectively, the " Closing Statements"). In preparing the Closing Statements and accompanying notes and schedules, Buying Group shall consult with Selling Group, and will permit Selling Group to review, upon its request, all workpapers, schedules and calculations related thereto . (iib) Each Party shall have a period of 60 If Selling Group does not dispute within forty-five (45) days after receipt of Buying Group's Closing Statements any item included in the delivery to it proposed Closing Balance Sheet and/or the calculation of the Closing Statement Balance Sheet Adjustment or the Accounts Receivable Adjustment, the proposed Closing Statements delivered by Buying Group shall be deemed to be the final "Closing Statements" and appropriate payment shall be made by Buying Group or Selling Group, as the case may be, pursuant to Section 2.4(b) hereof. In the event Selling Group has a dispute with regard to the appropriateness of any item included in Buying Group's Closing Statements and/or the calculation of the other Party Closing Balance Sheet Adjustment or the Accounts Receivable Adjustment, payment to review such the extent of amounts not in dispute shall be made promptly (but in no event later than the fifth Business Day following the expiration of said forty-five (45) day period) by Buying Group or Selling Group, as t he case may be, pursuant to Section 2.4(b) hereof, with any dispute to be resolved in the following manner: (i) Selling Group shall notify Buying Group in writing within forty-five (45) days after Selling Group's receipt of Buying Group's proposed Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written Statements which notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted the dispute; (ii) during the thirty (30) day period following Buying Group's receipt of such notice, Buying Group and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties Selling Group and their respective representatives shall attempt in good faith to resolve such dispute and to determine the matter or matters in dispute in such Notice appropriateness of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were disputed items included in any Notice of Disagreement that remain Buying Group's proposed Closing Statements and/or the proposed Closing Balance Sheet Adjustment or the Accounts Receivable Adjustment. During such thirty (30) day period, Buying Group and Selling Group and their respective representatives shall each have access to the working papers and accompanying notes and schedules prepared in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (connection with the “Accounting Firm”) for resolution.proposed Closing Statements; (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii)if during such thirty (30) day period specified in subsection (ii) above, the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or Buying Group and Selling Group reach a written discovery, (B) agreement with respect to each matter submitted to itsuch dispute or Selling Group has withdrawn is objection, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised proposed Closing Statements shall be deemed to be the final Closing Statements. If at the end of the thirty (30) day period specified in subsection (ii) above, Buying Group and binding upon the Parties. (v) Absent manifest errorSelling Group shall have failed to reach a written agreement with respect to such dispute or Selling Group has not withdrawn its objection, the determinations of the Accounting Firm matter shall be finalreferred to a mutually agreeable nationally recognized accounting firm (the "Arbitrator"), binding which shall act as an arbitrator and conclusive. Judgment may be entered upon shall issue its report resolving all disputes as to the determination appropriateness of Buying Group's proposed Closing Statements or the Accounting Firm in any court having jurisdiction over the Party against which proposed Closing Balance Sheet Adjustment or proposed Accounts Receivable Adjustment within sixty (60) days after such determination dispute is referred to be enforcedit. Each Party party may also fu rnish to the Arbitrator such other information and documents as it deems relevant with appropriate copies or notification being given to the other parties. The Arbitrator shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that utilize the fees and expenses AR Valuation Principles (which shall include as credit balances only those credit balances set forth on the Statement of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(cCredit Balances) shall be borne equally by Peabody and Arch.for the

Closing Statements. (ia) As promptly as practicableNo later than two (2) Business Days prior to the Closing, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Parent shall prepare and deliver to the other Party a statement Company (eachor after the Reorganization, a Newco) written notice (the “Parent Closing Statement”) setting forth forth: (i) the Peabody Net Working Capital and the Arch Net Working Capital, respectively, amount of Parent Cash as of the Closing Date(for the avoidance of doubt, prior to giving effect to the Parent Stockholder Redemptions, if any, and the payment of any Parent Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company (or after the Reorganization, Newco), (ii) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions, if any, (iii) the amount of Parent Transaction Costs as of the Closing and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company (or after the Reorganization, Newco); and (iv) the number of shares of Parent Class A Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions, if any, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements and the surrender of the Sponsor Contingent Closing Shares, if any (for the avoidance of doubt, excluding the Sponsor Earnout Shares). (iib) Each Party shall have a period of 60 days No later than two (2) Business Days prior to the Closing Date, the Company (or after the delivery Reorganization, Newco) shall deliver to it Parent written notice (the “Company Closing Statement”) setting forth: (i) the Closing Indebtedness Amount as of the Closing Statement (including the Payoff Amount) and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (ii) the amount of Company Transactions Costs as of the other Party Closing, together with instructions that list the applicable bank accounts designated to review facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (iii) the amount of Company Cash as of the Closing Statement. During and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such periodamounts reasonably requested by Parent, (iv) a calculation of the Closing Cash Payment Amount and the Closing Number of Securities, in each Party shall have case, based upon the right to review foregoing and the related work papers and to conduct due diligence with respect to each amounts contained in the Parent Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice (v) a capitalization table schedule, setting forth, for each holder of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely mannerCompany Interests, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking name and email address of depositions or other testimony under oath or conduct any other oral or written discoverysuch holder, (B) with respect to each matter submitted to it, shall not resolve the number and class or series of Company Interests held by such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreementholder, (C) shall have no ex parte communications with either Party the portion of the Closing Cash Payment Amount payable to such holder in respect of the Company Interests held by such holder (or such Party’s Representativesin the case of Company Warrants and Company Options, taking into account the exercise price in respect thereof) and (D) the portion of the Closing Number of Securities payable to such holder in respect of the Company Interests held by such holder (in the case of Company Warrants and Company Options, taking into account the exercise price in respect thereof) and (E) the other information set forth in Section 4.3(b). The Company (and after the Reorganization, Newco) shall resolve only those matters that were submitted to it by not permit the Parties pursuant to Section 3.5(c)(ii)exercise of any Company Option or Company Warrant from and after the delivery of the Company Closing Statement. (ivc) Parent will consider in good faith the Company’s (or after the Reorganization, Newco’s) comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of this Agreement. The Accounting Firm, acting as an expert Parent Closing Statement and not an arbitrator, the calculations and determinations contained therein shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determinationbe prepared in accordance with the Parent’s Charter Documents, the Accounting Firm DGCL and the applicable definitions contained in this Agreement. The Company (or after the Reorganization, Newco) will consider in good faith Parent’s comments to the Company Closing Statement, and if any adjustments are made to the Company Closing Statement by the Company (or after the Reorganization, Newco) prior to the Closing, such adjusted Company Closing Statement shall then send thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Applicable Charter Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Parent, First Merger Sub and Second Merger Sub shall be entitled to each Party rely (without any duty of inquiry) upon the Company Closing Statement, and the Letter of Transmittal and Warrant Surrender Agreement that shall be required to be delivered by the applicable holders of Company Interests as a written determination condition to receipt of any Merger Consideration shall include a waiver of, among other things, any and all claims (Ax) that the Peabody Net Working Capital or Company Closing Statement did not accurately reflect the Arch Net Working Capital, as terms of the case may beApplicable Charter Documents, and (By) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c)the issuance of any Company Interests (including any rights to indemnities from the Company (or after the Reorganization, except that the fees and expenses Newco) or any of the Accounting Firm its Affiliates pursuant to any Contract entered into by such holder in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archsuch issuance).

Closing Statements. (ia) As promptly as practicable, but in no event more No later than 60 days after two (2) Business Days prior to the Closing Date, each of Peabody and Arch Parent shall prepare and deliver to the other Party a statement Company written notice (each, a the “Parent Closing Statement”) setting forth Parent’s good faith estimate of: (i) the Peabody Net Working Capital and the Arch Net Working Capital, respectively, amount of Parent Cash as of the Closing Date(for the avoidance of doubt, prior to giving effect to the payment of any Parent Transaction Costs or Company Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts as reasonably requested by the Company; (ii) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions; (iii) the amount of Parent Transaction Costs as of the Closing and all relevant supporting documentation used by Parent in calculating such amounts as reasonably requested by the Company; and (iv) the number of shares of Parent Class A Common Stock and Parent Class V Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements, the issuance of shares of Parent Class A Common Stock and Parent Class V Common Stock to the Company Interest Holders in connection with the First Merger pursuant to Section 2.6, the Founder Holder Class B Conversion and the surrender of the Founder Holder Contingent Closing Shares, if any (for the avoidance of doubt, excluding the Founder Holder Earnout Shares). (b) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent written notice (the “Company Closing Statement”) setting forth: (i) the Company’s good faith estimate of the amount of Company Transactions Costs as of the Closing, together with instructions that list the applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company in calculating such amounts as reasonably requested by Parent; and (ii) Each Party shall have a period capitalization table schedule that is true and correct in all material respects, setting forth the following as of 60 days after immediately prior to the delivery to it Effective Time (and following the consummation of the Recapitalization): (w) the number of Company Stock Adjusted Fully Diluted Shares, (x) the number of unexercised and unvested Company Options outstanding as of the Closing Statement (each, an “Unvested Company Option”) (including the number of Option Shares issuable upon the exercise of each Unvested Company Option), (y) the number of Company Warrants outstanding, unexercised and unvested as of the other Party Closing (each, an “Unvested Company Warrant”) (including the number of Warrant Shares issuable upon the exercise of each Unvested Company Warrant), and (z) for each Company Interest Holder, (A) the name, address and email address (in each case, if available) of such Company Interest Holder, (B) the number and class, series or type of Company Interests held by such Company Interest Holder and (C) the Per Share Company Stock Consideration payable to review each such Closing Statement. During such period, each Party shall have Company Interest Holder (with detail as to the right to review the related work papers and to conduct due diligence amount payable with respect to each class, series and type of Company Interest held by such Company Interest Holder) in connection with the First Merger pursuant to Section 2.6. (c) Parent will consider in good faith the Company’s comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of this Agreement. The Parent Closing Statement and the underlying assets calculations and liabilitiesdeterminations contained therein shall be prepared in accordance with Parent’s Governance Documents, the DGCL and the applicable definitions contained in this Agreement. Each PartyThe Company will consider in good faith Parent’s comments to the Company Closing Statement, and the Company Closing Statement shall become final and binding upon be subject to Parent prior written approval (not to be unreasonably withheld, conditioned or delayed). If any adjustments are made to the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Company Closing Statement (a “Notice of Disagreement”) to such Party by the Company prior to the Closing, such dateadjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable The Company Closing Statement and the Notice calculations and determinations contained therein shall be prepared in accordance with the Company’s Governance Documents, all documents, plans and agreements governing the Company Interests, the DGCL and the applicable definitions contained in this Agreement. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of DisagreementParent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, each of Parent, First Merger Sub and Second Merger Sub and, following the Closing, the Surviving Entity, and each of their respective Affiliates shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement and the allocation of the Aggregate Stock Consideration described therein, and the Letter of Transmittal that (i) shall be required to be delivered by the applicable holders of Company Interests as a condition to receipt of any portion of the Aggregate Stock Consideration and (ii) shall include a waiver of, among other things and subject to certain customary exceptions, any and all claims (x) alleging that the Company Closing Statement did not accurately reflect the terms of the Company’s Governance Documents and all documents, plans and agreements governing the Company Interests, (Cy) shall have no ex parte communications with either Party alleging that the Transactions (including the Recapitalization and the Repurchase) did not accurately reflect, or such Partywere otherwise not in compliance with, the terms of the Company’s Representatives) Governance Documents and all documents, plans and agreements governing the Company Interests and (Dz) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c)the issuance of any Company Interests (including any rights to indemnities from the Company, except that the fees and expenses Surviving Entity or any of the Accounting Firm their respective Affiliates pursuant to any Contract entered into by such holder in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archsuch issuance).

Closing Statements. (a) In the case of the Company, not more than eight (8) and no later than five (5) Business Days prior to the Closing, the Company shall deliver to Buyer a written statement setting forth (i) As promptly the Company’s good faith calculation of (A) the Company Pre-Closing Leakage, (B) the Company Pre-Closing Permitted Leakage (C) Company Transaction Expenses and Buyer Transaction Expenses incurred by the Company and its Affiliates (other than Shared Expenses), (D) Shared Expenses incurred by the Company and its Affiliates, together with a statement and reasonable backup supporting documentation of the calculation thereof and (E) the aggregate amount required to repay the obligations to be repaid pursuant to the Debt Payoff Letter, and (ii) a calculation of the Closing Cash Payment based thereon, in each case, as practicableof the Measurement Time (the “Company Closing Statement”). (b) In the case of Buyer, but in no event not more than 60 days after eight (8) and no later than five (5) Business Days prior to the Closing DateClosing, each of Peabody and Arch Buyer shall prepare and deliver to the Company a written statement setting forth (i) Buyer’s good faith calculation of (A) Buyer Pre-Closing Leakage, (B) Buyer Pre-Closing Permitted Leakage (C) Buyer Transaction Expenses (other Party than Shared Expenses), (D) Shared Expenses incurred by Buyer and its Affiliates, (E) the aggregate amount of the Additional Investment Opportunity of all participating Eligible Investors, together with a statement and reasonable backup supporting documentation of the calculation thereof and (F) Buyer’s per holder capitalization as of immediately following the Closing (after giving effect to the consummation of the transactions contemplated hereby, including the Additional Investment Opportunity, and by the New Investment Agreement) and (ii) a calculation of Buyer Equity Closing Consideration based thereon, in each case, as of the Measurement Time (the “Buyer Closing Statement” and together with the Company Closing Statement, the “Closing Statements”). (c) During the period following the delivery of last of the Closing Statements to be delivered pursuant to Section 2.11(a) or Section 2.11(b) and the delivery of the Merger Payment Schedule pursuant to Section 2.19(a), the Principal Parties shall cooperate with each other in good faith to update each Closing Statement if and as necessary to correct the figures and calculations set thereon in light of Shared Expenses disclosed on the other Closing Statement or any errors identified by either Principal Party with respect thereto, with any such update becoming binding upon the parties for all purposes hereunder upon the mutual written agreement thereto by the Principal Parties; provided, however, that if the Principal Parties do not so agree to any update to a Closing Statement, such Closing Statement shall remain binding upon the parties for all purposes hereunder as originally delivered pursuant to Section 2.11(a) or Section 2.11(b), as the case may be; provided further that no agreement (or failure to agree) by the Principal Parties regarding any update to the Closing Statements pursuant to this Section 2.11(c) shall be deemed a waiver of any Recoverable Amount or any right to dispute any Reimbursement Claim under Section 2.13. (d) By no later than the date that is three (3) Business Days prior to the Closing, the Company shall use reasonable best efforts to deliver to Buyer a customary invoice, payoff letter or similar instrument or agreement (each, a “Closing StatementInvoice”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner Company Transaction Expense that is more favorable to either Party than the applicable Closing Statement and the Notice will be unpaid as of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments immediately prior to the applicable Closing Statementand for which the Company would like Buyer to make payment at the Closing (the “Closing Company Transaction Expenses”), whereupon which Closing Invoices shall each state the confirmed or revised full amount of the related Closing Statements Company Transaction Expense as of the Closing and provide wire instructions by which Buyer shall be final and binding upon able to make a payment at the PartiesClosing to make a payment to fully satisfy such Closing Company Transaction Expense. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (ia) As promptly as practicableThree (3) Business Days prior to the Closing, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Purchaser shall prepare and deliver to the other Party Company a statement (each, a the “Purchaser Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capitalforth, respectively, in each case as of the Closing DateReference Time: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to the Redemption), (ii) the aggregate amount of all payments required to be made in connection with the Redemption, (iii) the net cash of Purchaser, after giving effect to the Redemption, (iv) the Purchaser Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor, and (v) the Purchaser Indebtedness. (b) Three (3) Business Days prior to the Closing, but in any case following receipt of the Purchaser Closing Statement, the Company shall deliver to Purchaser a statement (the “Company Closing Statement”) setting forth, in each case as of the Reference Time, (i) the Closing Company Cash, (ii) Each Party shall have a period of 60 days after the delivery to it of Company Indebtedness, and (iii) the Closing Statement of Company Transaction Expenses, including the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect amount owed to each Closing Statement payee thereof and the underlying assets payment instructions therefor. (c) From and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Purchaser Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working CapitalCompany Closing Statement, as the case may be, until the Closing Date, each of the Company and Purchaser shall (Bi) provide the other Parties and their Representatives with reasonable access to information reasonably requested by the Company or Purchaser or any adjustments to of their respective Representatives in connection with the applicable review of the Purchaser Closing Statement or the Company Closing Statement, whereupon as the confirmed case may be, (ii) consider in good faith any comments to the Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by any other Party prior to the Closing Date, and (iii) revise the Purchaser Closing Statement or the Company Closing Statement, as the case may be, as needed to reflect any reasonable comments and any other comments that, based on its good faith assessment, are warranted or appropriate and deliver such revised Purchaser Closing Statements Statement or Company Closing Statement, as the case may be, to any other Party prior to the Closing Date reflecting any such changes. It is understood and agreed that whether or not the Parties have fully resolved all comments to the Company Closing Statement or the Purchaser Closing Statement, such failure shall be final not affect, condition or delay the Closing, and binding the Closing shall occur based on the information set forth in the last agreed upon the Parties. (v) Absent manifest error, the determinations version of the Accounting Firm shall be finalPurchaser Closing Statement and the Company Closing Statement, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archas applicable.

Closing Statements. (ia) As promptly as practicableThree (3) Business Days prior to the Closing, but in no event more than 60 days after the Closing Date, each of Peabody and Arch Purchaser shall prepare and deliver to the other Party Company a statement (each, a the “Purchaser Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capitalforth, respectively, in each case as of the Closing DateReference Time: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to the Redemption), (ii) the aggregate amount of all payments required to be made in connection with the Redemption, (iii) the net cash of Purchaser, after giving effect to the Redemption, (iv) the Purchaser Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor, (v) the Purchaser Indebtedness and (vi) a calculation of Excess Purchaser Indebtedness and Liability Amount, if any. (iib) Each Party shall have a period of 60 days after Three (3) Business Days prior to the delivery to it Closing, but in any case following receipt of the Purchaser Closing Statement Statement, the Company shall deliver to Purchaser a statement (the “Company Closing Statement”) setting forth, (i) a schedule setting forth Digital Assets owned by the Target Companies as of the other Party to review such Closing Statement. During such period, each Party shall have date of the right to review the related work papers and to conduct due diligence with respect to each Company Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery Digital Asset Market Value of such Notice Digital Assets and (ii) in each case as of Disagreement. If such disputes cannot be resolved by the Parties within 30 days Reference Time, (A) the Closing Company Cash, (B) the Company Indebtedness, (C) the Company Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor and (D) the resulting amount of the Merger Consideration and Exchange Ratio. (c) From and after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Purchaser Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working CapitalCompany Closing Statement, as the case may be, until the Closing Date, each of the Company and Purchaser shall (Bi) provide the other Parties and their Representatives with reasonable access to information reasonably requested by the Company or Purchaser or any adjustments to of their respective Representatives in connection with the applicable review of the Purchaser Closing Statement or the Company Closing Statement, whereupon as the confirmed case may be, (ii) consider in good faith any comments to the Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by any other Party prior to the Closing Date and (iii) revise the Purchaser Closing Statement or the Company Closing Statement, as the case may be, as needed to reflect any reasonable comments and any other comments that, based on its good faith assessment, are warranted or appropriate and deliver such revised Purchaser Closing Statements Statement or Company Closing Statement, as the case may be, to any other Party prior to the Closing Date reflecting any such changes. It is understood and agreed that whether or not the Parties have fully resolved all comments to the Company Closing Statement or the Purchaser Closing Statement, such failure shall be final not affect, condition or delay the Closing, and binding the Closing shall occur based on the information set forth in the last agreed upon the Parties. (v) Absent manifest error, the determinations version of the Accounting Firm shall be finalPurchaser Closing Statement and the Company Closing Statement, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Archas applicable.

Closing Statements. At least three (i3) As promptly as practicable, but in no event more than 60 days after Business Days prior to the Closing Date, each of Peabody and Arch (a) Trinity shall prepare and deliver to PubCo and the other Party Companies a statement (eachthe “Trinity Closing Statement”) setting forth Trinity’s good faith calculation of (i) the amount of Cash and Cash Equivalents held in the Trust Account, (ii) the Closing Indebtedness of the Trinity Parties, (iii) the Trinity Transaction Expenses, (iv) the amount of cash necessary to pay income and franchise taxes from any interest income earned in the Trust Account, (v) the aggregate amount of Cash Proceeds necessary to satisfy Trinity’s obligation to redeem the Trinity Redeemed Shares, and (vi) the Trinity Merger Consideration Per Share, in each case as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date, and (b) the Companies shall deliver to PubCo and Trinity a statement (the “Company Closing Statement”) setting forth the Peabody Net Working Capital Companies’ good faith calculation of (i) the Cash and the Arch Net Working Capital, respectively, as Cash Equivalents of the Closing Date. Company Group, (ii) Each Party shall have a period of 60 days after the delivery to it Closing Indebtedness of the Closing Statement of the other Party to review such Closing Statement. During such periodCompany Group, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii)any unpaid Company Transaction Expenses and any Reimbursed Transaction Expenses, the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firmthe Company Preferred AUM, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii(v) within 60 days of its appointment. Based on that determinationthe Company Preferred Merger Consideration Per Unit, the Accounting Firm shall then send to each Party Company Common Merger Consideration Per Unit and the Management Company Merger Consideration Per Unit, and (vi) a written determination schedule of the allocation of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may beCompany Common Consideration by Company, and (B) any adjustments the Management Company Consideration by Management Company and among Management Company Members (the “Allocation Schedule”), in each case as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date. All amounts included in the Company Closing Statement shall be subject to PubCo’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of Closing, and such approval shall not (x) limit or otherwise affect PubCo’s remedies under this Agreement or otherwise, or constitute an acknowledgment by PubCo of the accuracy of the amounts reflected thereon or (y) affect whether the Company’s Group has fulfilled its obligation to deliver the Company Closing Statement pursuant to Section 6.2(d). All amounts included in the Trinity Closing Statement shall be subject to the applicable Company Group’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of Closing, and such approval shall not (x) limit or otherwise affect the Company Group’s remedies under this Agreement or otherwise, or constitute an acknowledgment by the Company Group of the accuracy of the amounts reflected thereon or (y) affect whether the Trinity Group has fulfilled its obligation to deliver the Trinity Closing Statement, whereupon Statement pursuant to Section 6.3(d). Notwithstanding anything to the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest errorcontrary contained herein, the determinations Parties hereby agree that neither Trinity nor PubCo, nor any of their respective Affiliates, shall have any obligation to confirm or verify the Accounting Firm shall be finalAllocation Schedule or the information set forth therein, binding and conclusive. Judgment may be entered upon Trinity, PubCo and their respective Affiliates (including, after the determination of Closing, the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(cSurviving Subsidiaries) shall be borne equally by Peabody and Archentitled to rely on the Allocation Schedule.