Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) No later than forty-five (45) days following the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five (45) days As soon as reasonably practicable following the Closing Date, Aspen and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Reinsurer Company Stockholder Representative a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) schedule setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amountforth, in each casereasonable detail, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇B▇▇▇▇’s proposed final good faith calculations of such amounts. (b) Upon receipt the Adjustment Amount, including calculations of the Final Closing StatementIndebtedness Amount and the Closing Transaction Expenses, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers prepared in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice accordance with GAAP (the “TruePost-Up Dispute NoticeClosing Adjustment Schedule”) to Aspen of ). If the Company Stockholder Representative shall disagree with any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed calculations in the TruePost-Up Dispute Notice (if one is delivered) Closing Adjustment Schedule, it shall be deemed to be accepted by the Reinsurer as final, except to the extent that notify Buyer of such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated disagreement in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the New Reinsurance Premium pursuant items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Section 3.3 Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by B▇▇▇▇ and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the Estimated New Reinsurance Premium smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the absolute Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such differencedisputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a “Negative Adjustment Amount”valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), then Aspen if such expenses exceed the Representative Expense Fund) and Buyer shall reduce bear the Funds Withheld Account Balance by remaining 40% of the Negative Adjustment Amountfees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) No later than forty-five (45) 60 days following after the Closing Date, Aspen CCE shall prepare and deliver to ETP (i) a balance sheet of TPC as of the Reinsurer a detailed statement in close of business on the same form as date immediately prior to the Closing Statement Date (the “Final Closing StatementBalance Sheet”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest), the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) a calculation of the Initial Required Collateral “Post-Closing Adjustment Amount,” which shall mean the amount equal to (w) 50% of the difference obtained by subtracting (A) the sum of the Base Pro Forma Net Working Capital Amount, in each case, the Total Debt as of the Closing Date, and the June 30 TPC Expansion Project Expenses from (B) the sum of the Net Working Capital Amount as of the Closing Date, as reflected on the Closing Balance Sheet, the Base Debt Amount, and the TPC Expansion Project Expenses, calculated as of the Closing Date, minus (x) 50% of the difference obtained by subtracting the TPC Cash Flow Amount from the CCE Cash Flow Amount plus (y) the SUG Expansion Project Expenses as of the Closing Date minus (z) the Estimated SUG Expansion Project Expenses, which calculation may result in an amount that is positive or negative (together with all accounting, actuarial reasonable back-up information providing the basis for such balance sheet and other data calculations). In order for CCE to prepare the Closing Balance Sheet and documentation reasonably necessary for calculate the Reinsurer Post-Closing Adjustment Amount, ETP will provide to review ▇▇▇▇▇CCE and CCE’s proposed final calculations accountants prompt and full access to the personnel, accountants and books and records of TPC (and shall provide copies of the applicable portions of such amounts. (b) Upon receipt of books and records as may be reasonably requested), to the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation extent reasonably related to the preparation of the Final Closing Statement Balance Sheet and the calculation of the Post-Closing Adjustment Amount (and the elements of such calculation). In order for ETP to review the purpose ofClosing Balance Sheet and the calculation of the Post-Closing Adjustment Amount, CCE will provide to ETP and ETP’s accountants prompt and full access to the personnel, accountants and books and records of CCE and its Subsidiaries used by CCE (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably necessary for, verifying related to the Final preparation of the Closing Statement; provided, that no independent accountants or independent actuaries Balance Sheet and the calculation of Aspen the Post-Closing Adjustment Amount (and the elements of such calculation). The Closing Balance Sheet and the calculation of the Post-Closing Adjustment Amount relating to TPC shall be required to make any work papers available to prepared in a manner consistent with the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days preparation of the Reinsurer’s receipt Pro Forma Adjusted Balance Sheet (subject to, in the case of the Final Closing StatementBalance Sheet, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters exceptions from GAAP relating to the procedures to be followed for resolution of adjustments reflected on the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticePro Forma Adjusted Balance Sheet). (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five Purchaser shall propose any changes to the Estimated Commercialization Agreement Payment Value set forth in the Preliminary Commercialization Agreement Payment Schedule by delivering to Seller a final statement (45the “Final Commercialization Agreement Payment Statement”) setting forth Purchaser’s proposed good faith calculations of the Final Commercialization Agreement Payment Value and describing such proposed changes within thirty (30) days following the Closing Date, Aspen in each case including the components thereof and determined in a manner consistent with the definitions thereof and together with reasonable supporting back-up documentation. Seller shall deliver propose any changes to the Reinsurer a detailed statement Estimated Inventories Value set forth in the same form as the Closing Preliminary Inventories Statement by delivering to Purchaser a final statement (the “Final Closing Inventories Statement”) setting forth AspenSeller’s proposed good faith calculations of the Final Inventories Value and describing such proposed changes within ten (10) days following the receipt of the Final Commercialization Agreement Payment Statement (the “Adjustment Deadline”), in each case including the components thereof and determined in a manner consistent with the definitions thereof and together with reasonable supporting back-up documentation. The Final Inventories Statement shall set forth Seller’s proposed good faith calculations of the Purchase Price, based on the Final Inventories Value set forth in the Final Inventories Statement and the Final Commercialization Agreement Payment Value set forth in the Final Commercialization Agreement Payment Statement. The Final Inventories Statement shall also set forth Seller’s proposed calculation of (i) the New Reinsurance Premium (including amount by which the New Reinsurance Premium Accrued InterestPurchase Price exceeds, or is less than, the Roll-forward Amount Estimated Purchase Price (such amount, as finally determined in accordance with this Section 2.07, the “Final Adjustment Amount”). (b) The Parties shall be entitled to dispute the proposed adjustments to the Estimated Inventories Value and the ULAE Reimbursement Amount) Estimated Commercialization Agreement Payment Value, and (ii) the Initial Required Collateral calculation of the Final Adjustment Amount, in each case, as of set forth in the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations Final Inventories Statement if either Party delivers a written notice of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice dispute (the “True-Up Dispute Notice”) to Aspen the other Party within thirty (30) days after Purchaser’s timely receipt of the Final Inventories Statement. The Dispute Notice shall describe the nature of any objections, specifying disagreement in reasonable detail any contested amounts and identify the specific line items involved and the basis therefor, which the Reinsurer may have to the Final Closing Statementdollar amount of each such disagreement. The failure of the Reinsurer to If either Party does not deliver such True-Up a Dispute Notice within the prescribed time period will constitute specified in this Section 2.07(b), the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Parties shall be deemed to have accepted and agreed with the Final Inventories Statement, Seller’s calculation of the Final Adjustment Amount and the Purchase Price shall be accepted by the Reinsurer as final, except binding and conclusive on the Parties and the payment provided for in Section 2.08 shall be based on such amount. For the avoidance of doubt, any items on the Final Inventories Statement as to which either Party has not provided a reasonably detailed objection and provided an alternative calculation in the extent that such amounts are affected by any disputed amountsDispute Notice delivered within the time period specified in this Section 2.07(b) shall be final, binding and conclusive on the Parties. (c) If Aspen a Dispute Notice is delivered within the time period specified in Section 2.07(b), Purchaser and the Reinsurer are unable Seller shall attempt in good faith to resolve all disagreements with respect to any disputes set forth in the Final Closing Statement within Dispute Notice during the thirty (30) days following ▇▇▇▇▇’s day period commencing on the date of receipt of a True-Up such Dispute Notice (or such longer period as may be agreed between the Parties) (the “True-up Dispute Cooling-Off Negotiation Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If Purchaser and Seller agree in writing prior to the New Reinsurance Premium expiration of the Negotiation Period on the calculation of the Final Inventories Value, the Final Commercialization Agreement Payment Value (or one or more components thereof), and the resulting Final Adjustment Amount (whether such amount is the same as finally determined pursuant or different from the amount calculated based upon the Final Inventories Statement), the payment provided for in Section 2.08 shall be based upon such agreed upon amount. (e) If Purchaser and Seller do not agree in writing prior to the expiration of the Negotiation Period on the Final Adjustment Amount, then Purchaser and Seller shall engage, and the remaining items in dispute that remain unresolved following the Negotiation Period (but no other matters) (the “Disputed Items”) shall be submitted immediately to, a nationally recognized independent accounting firm to be mutually agreed upon by Seller and Purchaser (the “Independent Accountant”), acting as an expert and not as an arbitrator. The Independent Accountant shall consider only the Disputed Items. The Independent Accountant shall make a final determination as to each such Disputed Item, and the resulting amount of the Purchase Price and the Final Adjustment Amount in accordance with the guidelines and procedures set forth in this Section 3.3 is Agreement. The determination of value made by the Independent Accountant with respect to the applicable Disputed Items submitted to the Independent Accountant (i) shall not be greater than the Estimated New Reinsurance Premium (greatest value for such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (items claimed by Purchaser or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is Seller or less than the Initial Required Collateral Amountsmallest value for such items claimed by Purchaser or Seller in the Final Inventories Statement or the Dispute Notice, as applicable and (ii) shall be based solely upon the written submissions of Purchaser and Seller and the terms of this Agreement, including the definitions set forth herein (and not upon an independent review), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final . The determination of the New Reinsurance Premium Disputed Items submitted to the Independent Accountant, and the calculation of the Final Inventories Value and Final Commercialization Agreement Payment Value based on such determination and, if applicable, any amounts finally agreed upon between the Parties pursuant to this Section 3.3 or (ii2.07(b) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”and Section 2.07(d), then Aspen together with a calculation of the Purchase Price and the Final Adjustment Amount that results from such determination, shall reduce become final and binding on the Funds Withheld Account Balance Parties on the date the Independent Accountant delivers its final resolution to the Parties of the Disputed Items submitted to the Independent Accountant, absent fraud or manifest error. The terms of appointment and engagement of the Independent Accountant shall be as agreed upon between Purchaser and Seller, and any associated engagement fees shall be borne based on the inverse of the percentage that the Independent Accountant’s determination bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant, which proportionate allocations shall also be determined by the Negative Adjustment AmountIndependent Accountant at the time it renders its determination on the merits of the matters in dispute. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller, then 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller.

Post-Closing Adjustment. (a) No later than forty-five Within ninety (4590) days following the Closing Distribution Date, Aspen Spinco shall deliver cause to the Reinsurer be prepared and delivered to Harbor a detailed certificate endorsed by an executive officer of Spinco certifying a statement in the same form as the Closing Statement (the “Final Spinco Preliminary Closing Statement”) setting forth AspenSpinco’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) Spinco Working Capital Adjustment and (ii) the Initial Required Collateral AmountSpinco Net Debt Adjustment, including reasonable detail regarding the calculations thereof. The Spinco Preliminary Closing Statement shall be prepared in each case, as of accordance with the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsApplicable Accounting Principles. (b) Upon During the forty-five (45) day period following Harbor’s receipt of the Final Spinco Preliminary Closing Statement, the Reinsurer Spinco shall give Harbor, and each of its authorized Representatives will be given access at all reasonable access to all accounting, actuarial times and other data and documentation related on reasonable advance notice to the preparation books, records, properties, working papers and personnel of the Final Closing Statement for the purpose of, Spinco (including senior finance and accounting personnel and their accountants) to the extent reasonably necessary for, verifying required to permit Harbor to evaluate the Final Spinco Preliminary Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s after receipt of the Final Spinco Preliminary Closing Statement, the Reinsurer may deliver Harbor may, in a written notice (the “True-Up Dispute Notice”) to Aspen of any objectionsSpinco, specifying describe in reasonable detail any contested amounts proposed adjustments to the items set forth on the Spinco Preliminary Closing Statement and the basis thereforreasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If Spinco shall not have received a notice of proposed adjustments within such forty-five (45)-day period, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period Harbor will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be have accepted by irrevocably the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsSpinco Preliminary Closing Statement. (c) If Aspen Harbor and the Reinsurer are unable Spinco shall negotiate in good faith to resolve all disagreements with respect any disputes over any proposed adjustments to the Final Spinco Preliminary Closing Statement within Statement, during the thirty (30) days following ▇▇▇▇▇Spinco’s receipt of a True-Up Dispute Notice the proposed adjustments. If Harbor and Spinco are unable to resolve such dispute within such thirty (30)-day period, then, at the written request of either such Party (the “True-up Dispute Cooling-Off PeriodResolution Request”), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submissiondisputed matters. The Independent Actuary Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall decide all matters relating to take place during the procedures to be followed for resolution thirty (30)-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, including those relating such resolution shall be memorialized in a written agreement (the Spinco Preliminary Closing Statement, as agreed to pursuant to the last sentence of Section 5.1(b) or as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Spinco Final Closing Statement”). If the business representatives do not resolve the dispute during the periods described above, then Spinco, the Voyager Stockholders’ Representative and Harbor shall jointly engage KPMG LLP to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 10.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from the remaining nationally recognized accounting firms that are not the regular independent auditor firm of Harbor, Spinco or Voyager, and in such event references herein to “KPMG LLP” shall be deemed to refer to such replacement accounting firm. Within the thirty (30)-day period following its engagement, KPMG LLP shall arbitrate and resolve such dispute based solely on the written submission provided by Harbor and receipt Spinco and shall only consider whether the Spinco Preliminary Closing Statement (and each component thereof) was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the accounting firm) whether and to what extent the Spinco Preliminary Closing Statement requires adjustment. In resolving any disputed matter, KPMG LLP shall (i) adhere to the definitions contained in this Agreement and the guidelines and principles of information this Section 5.1 and documents(ii) not assign a value to any item higher than the highest value for such item claimed by either of Harbor or Spinco or lower than the lowest value claimed by either such Person; provided, however, that at to the request extent the determination of either Aspen value of any disputed item affects any other item used in calculating the Spinco Working Capital Adjustment or the ReinsurerSpinco Net Debt Adjustment, a meeting shall such effect may be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review taken into account by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudKPMG LLP. The fees and expenses of the Independent Actuary arising from such arbitration KPMG LLP shall be paid shared by Spinco and Harbor in inverse proportion to the Parties pro rata based on where the Independent Actuary’s determination relative amounts of the New Reinsurance Premium falls disputed amount determined in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement favor of Spinco and the amount claimed by the Reinsurer in the True-Up Dispute NoticeHarbor, respectively. (d) If Upon final determination of the New Reinsurance Premium as finally determined Spinco Final Closing Statement pursuant to this Section 3.3 is 5.1, the following payments (if any) shall be made in accordance with Section 5.1(e): (i) greater than If the Estimated New Reinsurance Premium (such differenceAdjustment Amount is positive, a “Positive Adjustment Amount”), then Aspen Spinco shall pay to Harbor the Reinsurer lesser of (A) $150,000,000 (less all amounts paid or payable pursuant to Section 3.01 of the Tax Matters Agreement in respect of Harbor Pre-Closing Taxes) and (B) the Adjustment Amount; and (ii) If Adjustment Amount is negative, Harbor shall pay to Spinco the lesser of (A) $150,000,000 (less all amounts paid or payable pursuant to Section 3.01 of the Tax Matters Agreement in respect of Harbor Pre-Closing Taxes) and (b) the absolute value of the Adjustment Amount; and (iii) If the Adjustment Amount is zero, no payment by any Party shall be due. Notwithstanding anything herein to the applicable Trust Accountscontrary, no adjustment under this Section 5.1 shall be made to the extent that the Reinsurer’s Posted Collateral is effect of such adjustment would reasonably be expected to result in Harbor Stockholders owning fifty percent (50%) or less than of the Initial Required Collateral Amount), by shares of Spinco Common Stock on or after the Effective Time or otherwise result in a Tax Free Transaction Failure. (e) Any amount payable pursuant to Section 5.1(d) shall be made via wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of after the New Reinsurance Premium date upon which the Spinco Preliminary Closing Statement becomes a Spinco Final Closing Statement. Any payment (or portion thereof) pursuant to this Section 3.3 or 5.1(d) shall be treated as an adjustment to the Special Dividend and/or the Additional Special Dividend (iiif applicable) less than for Tax purposes, to the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance extent permitted by the Negative Adjustment Amountapplicable Law.

Post-Closing Adjustment. (a) No As promptly as practicable after the Closing (but in no event later than forty-five sixty (4560) days Business Days following the Closing Date), Aspen the Purchaser shall deliver cause to be prepared and delivered to the Reinsurer a detailed statement Parent the balance sheet of each of the Sellers under the Acquisition Agreements as of the close of business on the Closing Date including only those items in the same form definition of Net Working Capital, prepared in accordance with GAAP consistently applied (except as the Closing Statement definition of Net Working Capital varies from GAAP, in which case the definition of Net Working Capital shall control) (the “Final Closing StatementDate Balance Sheet”), and a calculation based on the Closing Date Balance Sheet of the Closing Date Net Working Capital and the Adjustment Amount (the “Adjustment Amount Calculation”), specifying in reasonable detail such calculations. (i) Within thirty (30) Business Days after delivery to the Parent of the Closing Date Balance Sheet and the Adjustment Amount Calculation, the Parent shall have the right to furnish to the Purchaser a statement (the “Objection Notice”) setting forth Aspen’s good faith calculation in reasonable detail any objections it has to the Adjustment Amount Calculation. The Parent may object to the Adjustment Amount Calculation solely on the basis of computational errors or that it was not prepared in accordance with GAAP, as modified by the definition of Net Working Capital. If no Objection Notice is received by the Purchaser within such thirty (i30) Business Day period or if the New Reinsurance Premium (including Parent notifies the New Reinsurance Premium Accrued InterestPurchaser in writing that the Adjustment Amount Calculation is acceptable, then the Roll-forward Adjustment Amount Calculation shall be deemed to have been accepted by the Parent and shall become final and binding upon the ULAE Reimbursement Amount) and parties hereto. (ii) If within twenty (20) Business Days after the Initial Required Collateral Amount, in each case, as delivery of the Closing DateObjection Notice, together the Purchaser and the Parent are unable to agree to an Adjustment Amount and Adjustment Amount Calculation, they shall engage the Chicago, Illinois office of KPMG LLP or, if it is unable or unwilling to serve, another nationally recognized accounting firm mutually acceptable to the Purchaser and the Parent (the “Independent Firm”) to resolve any disputes regarding the Adjustment Amount or the Adjustment Amount Calculation. The Purchaser and the Parent will direct the Independent Firm to render a written determination within twenty (20) Business Days of its retention, and the Purchaser and the Parent and their respective agents will cooperate with all accounting, actuarial the Independent Firm during its engagement. The Independent Firm will consider only those issues related to the Adjustment Amount or Adjustment Amount Calculation that the Purchaser and other data the Parent have been unable to resolve. The determination of the chosen Independent Firm will be conclusive and documentation reasonably necessary for shall become final and binding upon the Reinsurer to review ▇▇▇▇▇’s proposed final calculations parties hereto and any amounts owing as a result thereof shall be paid in accordance with subparagraph (b) below. The Parent and the Purchaser shall each pay one half of the fees and expenses of such amountsIndependent Firm. (b) Upon receipt of If the Final Closing StatementAdjustment Amount is a positive number, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen Purchaser shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts a bank account designated in writing by the Reinsurer, Parent to the Positive Adjustment Amount Parent (or to such Seller as the Parent shall direct in writing) within five (5) Business Days following of the final determination of the New Reinsurance Premium pursuant Adjustment Amount in accordance with subparagraph (a) above the Adjustment Amount with simple interest from the Closing Date through the date of payment at the Applicable Interest Rate. If the Adjustment Amount is a negative number, the Parent shall pay or cause to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value be paid by wire transfer of such difference, immediately available funds to a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance bank account designated by the Negative Purchaser to the Purchaser within five (5) Business Days of the final determination of the Adjustment AmountAmount in accordance with subparagraph (a) above the Adjustment Amount with simple interest from the Closing Date through the date of payment at the Applicable Interest Rate.

Post-Closing Adjustment. (ai) No later than forty-five Within sixty (4560) days following the Closing Date, Aspen Seller shall prepare and deliver to the Reinsurer Buyer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting that shall set forth Aspenin reasonable detail Seller’s good faith calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date“Purchase Price Adjustment”), together with all accounting, actuarial and other data and documentation reasonably necessary for reasonable supporting material regarding the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen computation thereof. Buyer shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days to review the Closing Statement following ▇▇▇▇▇’s receipt thereof. On or before the end of a Truesuch 30-Up Dispute Notice day review period, Buyer may object to the Closing Statement by written notice to Seller (the “True-up Dispute Cooling-Off PeriodObjection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts contained in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and such determination accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding uponon the Parties as of the end of Buyer’s 30-day review period. (ii) If Buyer timely delivers an Objection Notice to Seller, Buyer and non-appealable bySeller shall, during the thirty (30) day period following such delivery (or any mutually agreed extension thereof), use their commercially reasonable efforts to negotiate and reach agreement on the disputed items and amounts in order to determine the amount of the Purchase Price Adjustment. If, at the end of such period (or any mutually agreed extension thereof), the Parties are unable to resolve their disagreements, they shall jointly retain and refer their respective successors and assigns for all purposes of this Agreement, and not subject disagreements to collateral attack for any reason absent manifest error or fraudthe Independent Accountant. The fees Parties shall instruct the Independent Accountant to promptly review this Section 2.6 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Purchase Price Adjustment set forth in the Closing Statement requires adjustment. The Independent Accountant shall base its determination solely on written submissions by the Parties. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Independent Accountant shall deliver to Buyer and Seller a report which sets forth its resolution of the disputed items and amounts and its calculation of the Purchase Price Adjustment; provided that the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The decision of the Independent Accountant shall be final and binding on the Parties. The costs and expenses of the Independent Actuary arising from such arbitration Accountant shall be paid by allocated between the Parties pro rata based on where upon the Independent Actuary’s determination percentage which the portion of the New Reinsurance Premium falls in comparison contested amount not awarded to each party bears to the amount claimed actually contested by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed such party, as determined by the Reinsurer in Independent Accountant. The Parties agree to execute, if requested by the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such differenceIndependent Accountant, a “Positive Adjustment Amount”)reasonable engagement letter, then Aspen including customary indemnities in favor of the Independent Accountant. The Parties shall pay to the Reinsurer (or to the applicable Trust Accountscooperate and shall furnish each other and, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurerif applicable, the Positive Adjustment Amount within five (5) Business Days following Independent Accountant, with such documents and other records that may be reasonably requested in connection with the preparation, review and final determination of the New Reinsurance Premium pursuant to Closing Statement and Purchase Price Adjustment and the other matters addressed in this Section 3.3 or 2.6. (iiiii) less than the Estimated New Reinsurance Premium (the absolute value For purposes of such difference, a “Negative Adjustment Amount”this Section 2.6(c), then Aspen shall reduce “Final Purchase Price Adjustment” means the Funds Withheld Account Balance by the Negative Adjustment Amount.Purchase Price Adjustment:

Post-Closing Adjustment. (a) No later than fortyWithin seventy-five (4575) days following the Closing Date, Aspen the Buyer shall deliver to furnish the Reinsurer Seller Representative with a detailed statement in balance sheet of the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Company as of the Closing DateDate on a post-Closing basis (the “Closing Balance Sheet”) prepared in accordance with Modified GAAP, together with all accountingwhich shall set forth the Closing Working Capital of the Company, actuarial and other data and documentation the Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities and, as applicable, the Closing Working Capital Deficit or the Closing Working Capital Surplus (collectively, the “Closing Adjustments”). Each Seller shall assist the Buyer in the preparation of the Closing Balance Sheet if reasonably necessary for requested by the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsBuyer. (b) Upon The Seller Representative shall have a period of fifteen (15) days after receipt of the Final Closing StatementBalance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such notice must contain the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement reasons for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying rejection in reasonable detail any contested amounts and must set forth the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure amount of the Reinsurer to deliver requested adjustment (or a reasonable estimate thereof). In the event no notice is received by the Buyer during such True-Up Dispute Notice within fifteen (15) day period, the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Balance Sheet and any required adjustments resulting therefrom shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen Seller Representative and the Reinsurer are unable to resolve all disagreements with respect to Sellers and final and binding on the Final Parties hereto. In the event that the Seller Representative shall timely reject the Closing Statement Balance Sheet, the Buyer and the Seller Representative shall promptly (and in any event within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”date upon which the Seller Representative shall reject the Closing Balance Sheet), the items and amounts in dispute shall be submitted for review attempt to the Independent Actuary for final make a joint determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, Adjustments and such determination and any required adjustments resulting therefrom shall be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns hereto solely for all purposes of this AgreementSection 1.6. (c) In the event the Seller Representative and the Buyer shall be unable to agree upon a joint determination of Closing Adjustments within one hundred twenty (120) days from the Closing Date, then within one hundred thirty (130) days from the Closing Date, the Buyer and not subject the Seller Representative shall submit the dispute to collateral attack the Accounting Firm. The Buyer and the Seller Representative shall request that the Accounting Firm render its determination prior to the expiration of one hundred sixty (160) days from the Closing Date and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties hereto solely for any reason absent manifest error or fraudpurposes of this Section 1.6. The fees and expenses of the Independent Actuary arising from such arbitration Accounting Firm shall be allocated to be paid by the Parties pro rata Buyer and/or the Sellers, respectively, based on where upon the Independent Actuary’s determination percentage which the portion of the New Reinsurance Premium falls in comparison total amount contested and not awarded to such party bears to the total amount claimed contested, as determined by ▇▇▇▇▇ the Accounting Firm. Nothing stated or disclosed in the Final Closing Statement and Balance Sheet or in connection with the amount claimed determination thereof shall waive or be deemed to waive any inaccuracy or breach of any representation or warranty made by the Reinsurer in Company or any Seller or any right to indemnification hereunder and shall be without prejudice to any other right or remedy of the True-Up Dispute NoticeBuyer under this Agreement, at equity or at law. (d) If the New Reinsurance Premium Closing Working Capital as finally determined in accordance with the provisions of this Section 1.6 is less than the Estimated Working Capital, then the amount of the difference shall be paid by the Sellers to the Buyer, in proportion to their respective First Per Share Post-Closing Amounts, as an adjustment to the Purchase Price by wire transfer in immediately available funds within seven (7) days after such determination. If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.6 is more than the Estimated Working Capital, then the amount of the difference shall be paid by the Buyer to the Sellers as an adjustment to the Purchase Price by wire transfer in immediately available funds in proportion to their respective First Per Share Post-Closing Amounts within seven (7) days after such determination. (e) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 3.3 is (i) greater than 1.6 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated New Reinsurance Premium (Closing Balance Sheet, such difference, a “Positive Adjustment Amount”), then Aspen excess shall pay be paid as an adjustment to the Reinsurer (or First Post-Closing Payment by the Sellers to the applicable Trust Accounts, Buyer by wire transfer in immediately available funds within seven (7) days after such determination. If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to the extent that the Reinsurer’s Posted Collateral is this Section 1.6 are less than the Initial Required Collateral Amount)Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such deficit shall be paid as an adjustment to the First Post-Closing Payment by the Buyer to the Sellers, in proportion to their respective First Per Share Post-Closing Amounts, by wire transfer of in immediately available funds within seven (7) days after such determination. The adjustments described in Sections 1.6(d) and (e) shall be referred to one or more accounts designated in writing collectively as the “Post-Closing Adjustment”. If either Party does not so pay to the other Party by the Reinsurerdue date, such amounts shall be deemed Damages under Article IX hereof which shall be paid in full without regard to the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountlimitations set forth in Sections 9.4 and 9.5 hereof.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 90 days following the Closing Date, Aspen Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with all accountingthe Seller Closing Balance Sheet, actuarial the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and other data using the same accounting methods, policies, practices, procedures and documentation reasonably necessary estimation methods as those used in the preparation of the balance sheet for the Reinsurer fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to review ▇▇▇▇▇’s proposed final calculations measure the amount of Available Cash, Working Capital and Tangible Common Equity and such amountsprocesses are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Upon receipt Following delivery of the Final Seller Closing StatementBalance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the Reinsurer other Party and its authorized Representatives will be given with reasonable access to all accountingthe books and records, actuarial personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other data and documentation related to the preparation Party's review of the Final Seller Closing Statement for Balance Sheet or the purpose of, and to the extent reasonably necessary for, verifying the Final IDB Buyer Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuariesBalance Sheet, as applicable. Within forty-five (45) Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Reinsurer’s receipt Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the Final IDB Buyer Closing StatementBalance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objectionsas applicable, specifying in reasonable detail any contested amounts and the basis thereforfor such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", which and each item or amount on the Reinsurer may have to Dispute Notice, a "Disputed Item"). Other than the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Disputed Items, each Party shall be deemed to be have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the Reinsurer as final, except other Party pursuant to the extent that such amounts are affected by any disputed amountsSection 2.7(a). (c) If Aspen For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and the Reinsurer IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve all disagreements with respect any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Final Closing Statement Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within thirty (30) 14 days following ▇▇▇▇▇’s receipt after the end of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts such 30 day period agree on an alternate independent accounting firm or in dispute default thereof such selection shall be submitted for review made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Actuary for final determination within forty-five (45) days after such submissionAccountant Arbitrator" hereunder. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the disputefees, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees costs and expenses of the Independent Actuary arising from such arbitration shall Accountant Arbitrator will be paid borne by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls Seller and IDB Buyer in comparison relative proportion to the amount claimed by ▇▇▇▇▇ in which the Final Closing Statement and aggregate calculation of the amount claimed Disputed Items by each of them differs from the calculation to be made by the Reinsurer in the True-Up Dispute NoticeIndependent Accountant Arbitrator. (d) If there is a referral to the New Reinsurance Premium as finally determined pursuant Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to this Section 3.3 is (i) greater execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than the Estimated New Reinsurance Premium (such differenceten Business Days after its appointment, a “Positive Adjustment Amount”)written statement summarizing its position on the Disputed Items, then Aspen together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall pay act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Reinsurer Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (or to e) No later than 30 days following the applicable Trust Accounts, to later of the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to this Section 3.3 the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) less than if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated New Reinsurance Premium Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the absolute value applicable Seller Retained Subsidiaries to) pay the amount of such differenceexcess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, a “Negative Adjustment Amount”), then Aspen in no event shall reduce Seller be required to pay an amount in excess of the Funds Withheld Account Balance by the Negative Adjustment Excess Cash Amount.

Post-Closing Adjustment. (ai) No later than forty-five Within ninety (4590) days following after the Closing Date, Aspen shall Seller will deliver to Buyer its good faith calculation of the Reinsurer a detailed statement Purchase Price and the resulting Cash Purchase Price derived therefrom, in each case calculated in accordance with this Agreement and Appendix A and presented in the same form and format as the Closing Statement Appendix B (the “Final Post-Closing Adjustment Statement”) setting forth Aspen’s good faith calculation ). ▇▇▇▇▇ agrees that Seller shall have a reasonable right of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, consultation with Buyer in each case, as of the Closing Date, together connection with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇▇’s proposed final calculations preparation of such amountsthe Post-Closing Adjustment Statement and will provide Seller and its Representatives with access to its books, records, information, and employees as Seller may reasonably request. Buyer shall cause the personnel of Buyer and its subsidiaries (including the Acquired Company) to cooperate with Seller and its Representatives in connection with their preparation of the Post-Closing Adjustment Statement. (bii) Upon receipt of The amounts determined by Seller as set forth in the Final Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within sixty (60) days after Seller has delivered the Post-Closing Adjustment Statement, the Reinsurer and its authorized Representatives will be given reasonable access Buyer delivers to all accounting, actuarial and other data and documentation related Seller a written report containing any proposed changes to the preparation Post-Closing Adjustment Statement, an explanation of the Final Closing Statement for the purpose ofany such changes, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis reasons therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined accompanied by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following reasonably detailed documentation showing ▇▇▇▇▇’s receipt calculation of the disputed amounts (an “Adjustment Dispute Notice”); provided, that the disagreement may be based for purposes of this Section 2.2(c) only on (i) mathematical errors, or (ii) amounts reflected in the Post-Closing Adjustment Statement not being calculated in accordance with this Agreement and Appendix A and the Accounting Principles. Any changes not included in the Adjustment Dispute Notice shall be deemed irrevocably waived, and Seller’s determinations with respect to all such elements of the Post-Closing Adjustment Statement that are not addressed with specificity in the Adjustment Dispute Notice shall prevail and be deemed final and binding on the Parties. If ▇▇▇▇▇ fails to timely deliver an Adjustment Dispute Notice to Seller, the Post- Closing Adjustment Statement as delivered by Seller will be deemed to be mutually agreed upon by the Parties and will be final and binding on the Parties. If the Cash Purchase Price set forth in the Post-Closing Adjustment Statement is mutually agreed upon by Seller and Buyer, the Post-Closing Adjustment Statement and the Cash Purchase Price set forth therein shall be final and binding on the Parties. (iii) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 2.2(c)(ii) and Seller and Buyer are unable to reach a True-Up resolution with respect to all disputed items within 30 days of delivery of the Adjustment Dispute Notice (the “True-up Dispute Cooling-Off Period”or such later date as may be mutually agreed in writing by Seller and Buyer), the Seller and Buyer will submit any items and amounts remaining in dispute shall be submitted for review determination and resolution to the Independent Actuary for final determination Accounting Firm. The Independent Accounting Firm will be instructed to, and shall, determine, and resolve any such remaining disputed items in accordance with this Agreement and Appendix A and the Accounting Principles, as appropriate depending on the item at issue, and issue a final, written report to the Parties, within forty-five (45) 30 days after such submission. The , of the Independent Actuary shall decide all matters relating to the procedures to be followed for Accounting Firm’s final determination and resolution of the disputedisputed items submitted to it. In resolving any disputed items, the Independent Accounting Firm: (i) shall limit its review to matters specifically set forth in the Adjustment Dispute Notice and in the case of all other items shall use the amounts which are agreed (or deemed agreed) upon by Seller and Buyer; (ii) shall limit its review to correcting mathematical errors and determining whether such disputed items were determined in accordance with this Agreement and Appendix A and the Accounting Principles and shall not make any other determination, including those relating any determination as to whether any estimates on the submission Post-Closing Adjustment Statement are correct, adequate, or sufficient; and receipt of information and documents(iii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Seller in the Post-Closing Adjustment Statement or Adjustment Dispute Notice, respectively; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuaryextent the determination of the value of any disputed item affects any other item used in calculating the Final Cash Purchase Price, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall such effect may be furnished to the other Party as well. The review taken into account by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolvedAccounting Firm. Any determination by The report of the Independent Actuary shall not Accounting Firm will be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Noticefinal, binding, and such determination shall be final and binding upon, and non-appealable by, conclusive on the Parties and their respective successors and assigns for all purposes of this Agreementpurposes, and not subject to collateral attack for any reason absent manifest error or fraudFraud. The fees and expenses disbursements of the Independent Actuary arising from Accounting Firm will be allocated between Seller and Buyer so that ▇▇▇▇▇’s share of such arbitration shall fees and disbursements will be paid by in the Parties pro rata based on where same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed Accounting Firm that is unsuccessfully disputed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed (as finally determined by the Reinsurer in Independent Accounting Firm) bears to the True-Up Dispute Noticetotal amount of such disputed amounts initially submitted to the Independent Accounting Firm. (div) If Within 10 Business Days following the New Reinsurance Premium as finally determined final determination of the Cash Purchase Price pursuant to this Section 3.3 is 2.2(c)(ii) or Section 2.2(c)(iii) (as so determined, the “Final Cash Purchase Price”), (i) if the Final Cash Purchase Price is greater than the Estimated New Reinsurance Premium Cash Purchase Price, Buyer will pay the difference to Seller or (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to ii) if the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral Final Cash Purchase Price is less than the Initial Required Collateral Amount)Estimated Cash Purchase Price, Seller will pay the difference to Buyer. Any amount paid under this Section 2.2(c)(iv) shall be paid in cash by wire transfer of immediately available funds to one or more accounts designated in writing the account specified by the Reinsurer, Party receiving payment. Neither the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant Final Cash Purchase Price nor any payment thereof shall be deemed to waive or limit in any respect any representation, warranty, or rights in respect thereof under this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountAgreement.

Post-Closing Adjustment. (a) No later than forty-five sixty (4560) days following the Closing Date, Aspen Purchaser shall deliver cause to the Reinsurer be prepared and delivered to Seller a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation consisting of (i) an unaudited consolidated balance sheet of the New Target Entities other than FIC as of the close of business on the Closing Date (the “Closing Admin/Obligor Balance Sheet”), (ii) an unaudited consolidated balance sheet of the Affiliated Reinsurance Premium Entities as of the close of business on the Closing Date (including the New “Closing Affiliated Reinsurance Premium Accrued InterestEntity Balance Sheet”), (iii) an unaudited balance sheet of FIC as of the close of business on the Closing Date (the “Closing FIC Balance Sheet”), (iv) a calculation in reasonable detail of Closing Working Capital and aggregate Indebtedness of the Target Entities other than FIC (“Closing Indebtedness”) derived from the Closing Admin/Obligor Balance Sheet, (v) a calculation in reasonable detail of Closing Date Legacy Reserves and Affiliated Entity Reinsurance Company Cash derived from the Closing Affiliated Reinsurance Entity Balance Sheet, (vi) a calculation in reasonable detail of FIC Equity derived from the Closing FIC Balance Sheet, (vii) the final amount of Transaction Expenses and (viii) calculations in reasonable detail of the Purchase Price Adjustment and Commutation Payment Adjustment based on the foregoing. The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles. (b) The Closing Statement shall become final, binding and conclusive upon Seller and Purchaser on the thirtieth (30th) day following Seller’s receipt of the Closing Statement, unless prior to such thirtieth (30th) day Seller delivers to Purchaser a written notice (a “Notice of Disagreement”) stating that Seller believes the Closing Statement contains mathematical errors or was not prepared in accordance with the Applicable Accounting Principles and specifying in reasonable detail each item that Seller disputes (each, a “Disputed Item”), the Roll-forward Amount amount in dispute for each such Disputed Item and the ULAE Reimbursement Amountreasons supporting Seller’s positions. Seller shall not challenge the Closing Statement on any other basis, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement delivered pursuant to Section 2.3(a). (c) During the thirty (30) -day period following the delivery of a Notice of Disagreement (such period of time, the “Resolution Period”), Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During the Resolution Period, Purchaser and its auditors shall have access to all of the working papers of Seller prepared in connection with the Notice of Disagreement, and Seller and his auditor shall have access to all working papers of Purchaser prepared in connection with the Closing Statement. In the event that Seller and Purchaser are unable to agree on any item or items shown or reflected in the Notice of Disagreement within the Resolution Period, each of Seller and Purchaser shall prepare separate written reports of such unresolved item or items specified in the Notice of Disagreement and deliver such reports, along with copies of the Notice of Disagreement and the Closing Statement marked to indicate those line items that remain in dispute, to the Independent Accountant within fifteen (15) days after the expiration of the Resolution Period. The failure of either such party to timely deliver its initial written statement or response to such other party’s initial written statement shall constitute a waiver of such party’s right to submit the same, and the Independent Accountant shall rule in favor of the other party in all issues. The parties hereto shall use their respective reasonable best efforts to cause the Independent Accountant to, as soon as practicable and in any event within thirty (30) days after receiving such written reports, determine whether and to what extent (if any) the Closing Statement requires adjustment with respect to the calculation of the items set forth therein; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Seller in the Notice of Disagreement, on the one hand, and Purchaser in the Closing Statement, on the other hand. The parties hereto acknowledge and agree that (i) the review by and determinations of the Independent Accountant shall be limited to, and only to, the unresolved item or items contained in the reports prepared and submitted to the Independent Accountant by Seller and Purchaser and (ii) the Initial Required Collateral Amountdeterminations by the Independent Accountant shall be based solely on (A) such reports submitted by Seller and Purchaser and the basis for Seller’s and Purchaser’s respective positions and (B) this Section 2.3 and the Applicable Accounting Principles. Seller and Purchaser agree to enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement. The parties hereto shall use their reasonable best efforts to cooperate with each other and to cooperate with and provide information and documentation, including work papers, to assist the Independent Accountant. Any such information or documentation provided by any party hereto to the Independent Accountant shall be concurrently delivered to the other parties hereto, subject, in each case, as the case of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available of such party’s accountants or auditors, to such other parties hereto entering into a customary release agreement with respect thereto. None of the parties hereto shall disclose to the Reinsurer unless Independent Accountant, and the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants Independent Accountant shall not consider for any purposes, any settlement discussions or independent actuaries, as applicable. Within forty-five (45) days settlement offers made by any of the Reinsurer’s receipt parties hereto with respect to any objection under this Section 2.3(c). The determinations by the Independent Accountant solely as to the amount of Disputed Items shall be in writing and shall be final, binding and conclusive for all purposes of determining the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts Purchase Price Adjustment and the basis thereforCommutation Payment Adjustment and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, which entered by a court of competent jurisdiction, and either party hereto may petition the Reinsurer may have New York courts to the Final Closing Statementreduce such decision to judgment. The failure fees, costs and expenses of retaining the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined Independent Accountant shall be borne 50% by Seller and 50% by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇. (▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute ) Each party shall be submitted for review use its reasonable best efforts to provide promptly to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that other party all information and documents which either Party delivers or makes available reasonable access to employees as such other party shall reasonably request in connection with review of the Independent Actuary shall be furnished to Estimated Closing Statement, the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement or the Notice of Disagreement, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to Purchaser and the True-Up Dispute Noticeits representatives entering into any undertakings required by Seller’s accountants in connection herewith), and shall otherwise cooperate in good faith with such determination shall be other party to arrive at a final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticeStatement. (e) Within two (2) Business Days after the Closing Statement is finalized pursuant to sub-sections (c) and (d) If the New Reinsurance Premium as finally determined pursuant to of this Section 3.3 is 2.3: (i) greater than if the Estimated New Reinsurance Premium (such differencePurchase Price Adjustment is a positive amount, a “Positive Adjustment Amount”), then Aspen Seller shall pay Purchaser an aggregate amount equal to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)Purchase Price Adjustment, by wire transfer of immediately available funds to one an account or more accounts previously designated in writing by Purchaser; or (ii) if the ReinsurerPurchase Price Adjustment is a negative amount, Purchaser shall pay Seller an aggregate amount equal to the Positive Adjustment Amount within five (5) Business Days following final determination Purchase Price Adjustment, by wire transfer of the New Reinsurance Premium immediately available funds to an account or accounts previously designated in writing by Seller. Any payment made pursuant to this Section 3.3 2.3(e) shall be treated for all applicable Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law. (f) Within two (2) Business Days after the Closing Statement is finalized pursuant to sub-sections (c) and (d) of this Section 2.3: (i) if the Commutation Payment Adjustment is a positive amount, FIC shall pay the Affiliated Reinsurance Entities an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Seller; or (ii) less than if the Estimated New Commutation Payment Adjustment is a negative amount, the Affiliated Reinsurance Premium Entities shall pay FIC an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Purchaser. (iii) Payments due to or from the absolute value of such difference, a “Negative Adjustment Amount”Affiliated Reinsurance Entities pursuant to this Section 2.3(f) shall be made in accordance with the Reinsurance Allocation Schedule; provided that all Affiliated Reinsurance Entities and Seller shall be jointly and severally liable for any payment owed to FIC pursuant to clause (ii), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five Within sixty (4560) days following the Closing Date, Aspen the Cedant shall deliver to the Reinsurer a detailed statement (the “Reconciliation Statement”) prepared in good faith by the Cedant in the same form as the Closing Estimated Settlement Statement (the “Final Closing Statement”) setting forth Aspenthe Cedant’s good faith calculation of (i) the New Reinsurance actual amount of the Initial Premium (including the New Reinsurance Premium Accrued Interestsuch amount, the Roll-forward Amount and the ULAE Reimbursement Amount“Actual Initial Premium”) and (ii) the Initial Required Collateral Amount, in each case, actual Ceding Commission calculated using the actual Hedge Adjustment Amount as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for Date (the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts“Actual Ceding Commission”). (b) Upon Following receipt of the Final Closing Reconciliation Statement, the Reinsurer shall have sixty (60) days (the “Review Period”) to review such Reconciliation Statement. In connection with the review of the Reconciliation Statement, the Cedant shall provide, and shall cause its Affiliates to provide, the Reinsurer and its authorized Representatives will be given Representatives, upon the request of the Reinsurer, reasonable access to the Cedant Books and Records and all accounting, actuarial work papers and other data supporting detail prepared by the Cedant and documentation related to its Representatives and advisors in connection with the preparation of the Final Closing Reconciliation Statement for and make reasonably available to the purpose ofReinsurer and its Representatives personnel of the Cedant and its Affiliates that have been involved in the preparation of the Reconciliation Statement. If the Reinsurer has accepted the Reconciliation Statement in writing or has not given written notice to the Cedant setting forth any objection to the Reconciliation Statement (a “Reconciliation Statement Objection”) prior to the expiration of the Review Period, then the Reconciliation Statement shall be final and binding upon the parties. The Reinsurer may only object to a Reconciliation Statement on the basis of (i) mathematical error, (ii) the Actual Initial Premium not being determined in accordance with the terms hereof, including the definition of “Initial Premium” or (iii) the Actual Ceding Commission not being determined in accordance with the terms hereof, including the definitions of “Ceding Commission” and “Hedge Adjustment Amount” (collectively, the “Agreed Bases”). If the Reinsurer delivers a Reconciliation Statement Objection to the Reconciliation Statement prior to the expiration of the Review Period, then the parties shall attempt to amicably resolve any such objection within thirty (30) days following receipt by the Cedant of the Reconciliation Statement Objection. (c) If any such objections are resolved in writing by the parties, then such resolutions shall be final and binding upon the parties and shall be incorporated into the Reconciliation Statement. If any such objections are not resolved in writing within thirty (30) days following receipt by the Reinsurer of the Reconciliation Statement, then the parties shall submit any such objections which remain unresolved to the Independent Accountant. (d) Within ten (10) Business Days of the appointment of the Independent Accountant, the Cedant shall provide the Independent Accountant with a copy of the Reconciliation Statement (as modified by any adjustments agreed to in writing by the parties pursuant to Section 3.05(c)), and the Reinsurer and the Cedant shall each prepare and deliver to the extent Independent Accountant a written report of such line item or items remaining in dispute, which report shall set forth the specific dollar amount proposed by such party for each such item or items and a detailed explanation of the basis and rationale for such party’s positions. (e) The Independent Accountant shall thereafter finally determine the manner in which such disputed item or items shall be treated in the Reconciliation Statement and issue a written award including a reasonably necessary fordetailed accounting of any required change to the Reconciliation Statement. In making its determination, verifying the Final Closing Independent Accountant shall (i) consider only those items that are (A) identified in the Reconciliation Statement Objection as in dispute and (B) were not resolved in writing by the Reinsurer and the Cedant, (ii) base its determination solely on such reports submitted by the Reinsurer and the Cedant and the Agreed Bases and not on the basis of an independent review, (iii) not assign a value to any item greater than the greatest value for such item claimed by either the Reinsurer in the Reconciliation Statement Objection or the Cedant in the Reconciliation Statement, or less than the smallest value for such item claimed by either the Reinsurer in the Reconciliation Statement Objection or the Cedant in the Reconciliation Statement, as applicable, and (iv) barring exceptional circumstances, make its determination within thirty (30) days of its appointment; provided that the failure of the Independent Accountant to make its determination in such thirty (30) day period shall not be grounds to defend against or object to the enforcement of such determination. (f) Each of the Reinsurer and the Cedant agree to enter into a customary engagement letter with the Independent Accountant. The Reinsurer and the Cedant shall reasonably cooperate with the Independent Accountant and shall provide, upon the request of the Independent Accountant, any non-privileged information and documentation, including any actuaries’ or accountants’ work papers or internal reserving papers, files and models, and make reasonably available to the Independent Accountant personnel of the Cedant and its Affiliates, on the one hand, and the Reinsurer and its Affiliates, on the other hand, in each case that have been involved in the preparation of the Reconciliation Statement; provided, however, that no independent accountants or the independent actuaries or accountants of Aspen the Reinsurer or the Cedant shall not be required obligated to make any work working papers available to the Reinsurer Independent Accountant unless and until the Reinsurer Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to work working papers in form and substance reasonably acceptable to such independent accountants actuaries or independent actuariesaccountants, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts Any such information and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted documentation provided by the Reinsurer as final, except or the Cedant to the Independent Accountant shall concurrently be provided to the other party to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documentsnot already so provided; provided, however, that at the request independent actuaries or accountants of either Aspen the Reinsurer or the ReinsurerCedant shall not be obligated to make any working papers available to the other party unless and until the other party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent actuaries or accountants, a meeting as applicable. Neither party shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access disclose to the Independent ActuaryAccountant, and that all information and documents which either Party delivers or makes available to the Independent Actuary Accountant shall be furnished not consider for any purpose, any settlement discussions or settlement offer made by either party with respect to the other Party as well. any objection under this Section 3.05 unless otherwise agreed in writing by both parties. (g) The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside Accountant of the range defined by the respective amounts in the Final Closing Statement Actual Initial Premium and the True-Up Dispute Notice, and such determination Actual Ceding Commission shall be final and binding uponupon the parties; provided, and non-appealable byhowever, that within three (3) Business Days after the Parties and their respective successors and assigns for all purposes transmittal of this Agreementthe Independent Accountant’s award, and not subject either party may request in writing to collateral attack for the Independent Accountant, with a copy thereof provided to the other party in accordance with Section 18.02, with such request solely limited to the Independent Accountant correcting any reason absent manifest error clerical, typographical or fraudarithmetic errors in such award. The fees other party shall have three (3) Business Days to respond to the Independent Accountant in writing to such request, with a copy thereof provided to the other party in accordance with Section 18.02. The Independent Accountant shall dispose of such request, if no response was received during such three (3) Business Day period from the other party, within five (5) Business Days after receiving such request or, if such a response was received during such period, within three (3) Business Days of its receipt of such a response. The determinations by the Independent Accountant shall be an expert determination under Michigan Law governing expert determination and appraisal proceedings. Either party hereto may petition any court identified in Section 18.08 to reduce such decision to judgment. One-half of all fees, costs and expenses of retaining the Independent Actuary arising from such arbitration Accountant shall be paid borne by the Parties pro rata based on where Reinsurer and one-half of such fees, costs and expenses of retaining the Independent Actuary’s Accountant shall be borne by the Cedant. For the avoidance of doubt, the Independent Accountant shall act as an expert, not as an arbitrator, and neither the determination of the New Reinsurance Premium falls in comparison Independent Accountant, nor this agreement to submit to the amount claimed by ▇▇▇▇▇ in determination of the Final Closing Statement and the amount claimed Independent Accountant, shall be subject to or governed by the Reinsurer in the True-Up Dispute NoticeFederal Arbitration Act, 9 U.S.C. § 1 et seq., or any state arbitration Law or regime. (dh) If the New Reinsurance The “Initial Premium as finally determined pursuant Adjustment” shall be an amount equal to this Section 3.3 is (i) greater than (A) the amount of the Actual Initial Premium, as finalized pursuant to the procedures set forth in this Section 3.05, minus (B) the Estimated New Reinsurance Initial Premium, minus (ii) (A) the Actual Ceding Commission, as finalized pursuant to the procedures set forth in this Section 3.05, minus (B) the Estimated Ceding Commission. If the Initial Premium (such difference, a “Positive Adjustment Amount”)is positive, then Aspen the Cedant shall pay deposit into the Funds Withheld Account an amount of cash equal to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Premium Adjustment Amount within five (5) Business Days following the final determination of the New Reinsurance Actual Initial Premium pursuant to in accordance with the procedures set forth in this Section 3.3 or (ii) less than 3.05, together with an amount of interest on the Estimated New Reinsurance Initial Premium (Adjustment calculated at the Interest Rate for the period from the Closing Date to, but not including, the date of payment. If the Initial Premium Adjustment is negative, then the Cedant shall be permitted to withdraw from the Funds Withheld Account an amount of cash or, if sufficient cash is not available in the Funds Withheld Account, assets with a Fair Market Value equal to the absolute value of such differencethe Initial Premium Adjustment within five (5) Business Days following the final determination of the Actual Initial Premium in accordance with the procedures set forth in this Section 3.05, a “Negative together with an amount of interest on the absolute value of the Initial Premium Adjustment Amount”)calculated at the Interest Rate for the period from the Closing Date to, then Aspen shall reduce but not including, the Funds Withheld Account Balance by the Negative Adjustment Amountdate of payment.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 90 days following after the Closing Distribution Date, Aspen the Surviving Corporation shall deliver cause to be prepared and delivered to the Reinsurer a detailed statement in IP and UWWH Stockholder (a) an unaudited balance sheet of UWWH and its Subsidiaries as of the same form as the Closing Statement Calculation Time (the “Final UWWH Closing Balance Sheet”) and (b) a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (the “UWWH Closing Statement”) setting forth Aspenthe Surviving Corporation’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestUWWH Transaction Expenses Amount, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral UWWH Working Capital Adjustment, (iii) the UWWH Net Debt Adjustment and (iv) the Adjustment Amount, including reasonable detail regarding the calculations thereof. The UWWH Closing Balance Sheet and the UWWH Closing Statement (x) shall be prepared in each case, as accordance with the Applicable Accounting Principles and (y) shall not give effect to the refinancing of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsUnisource Credit Facility. (b) Upon During the 60 day period following IP’s and the UWWH Stockholder’s respective receipt of the Final UWWH Closing Statement, the Reinsurer Surviving Corporation shall give IP and the UWWH Stockholder and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation (including the Surviving Corporation’s senior finance and accounting personnel and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and accountants) to the extent reasonably necessary for, verifying required to permit IP and the Final UWWH Stockholder to review the UWWH Closing Balance Sheet and UWWH Closing Statement; provided. Within 60 days after receipt of the UWWH Closing Statement, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available IP and the UWWH Stockholder shall, in a written notice to the Reinsurer unless Surviving Corporation and IP or the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuariesUWWH Stockholder, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying describe in reasonable detail any contested amounts proposed adjustments to the items set forth on the UWWH Closing Statement and the basis thereforreasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If the Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period from the UWWH Stockholder, which the Reinsurer may UWWH Stockholder will be deemed to have to accepted irrevocably the Final UWWH Closing Statement. The failure If the Surviving Corporation shall not have received a notice of the Reinsurer to deliver proposed adjustments within such True60-Up Dispute Notice within the prescribed time day period from IP, IP will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be have accepted irrevocably the UWWH Closing Statement. During the 30-day period following the delivery by IP or by the Reinsurer UWWH Stockholder of a notice of proposed adjustments to the Surviving Corporation and IP or UWWH, the UWWH Stockholder, IP and the Surviving Corporation, as finalapplicable, except shall give IP, the UWWH Stockholder or the Surviving Corporation, as applicable, and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of IP, the UWWH Stockholder or the Surviving Corporation, as applicable, (including senior finance and accounting personnel and their accountants) to the extent that such amounts are affected by any disputed amountsreasonably required to permit the UWWH Stockholder, IP or Surviving Corporation to evaluate the proposed adjustments. (c) The UWWH Stockholder and IP shall negotiate in good faith to resolve any disputes over any proposed adjustments to the UWWH Closing Statement during the 30 days following the Surviving Corporation’s receipt of the proposed adjustments. If Aspen UWWH Stockholder and the Reinsurer IP are unable to resolve all disagreements such dispute within such 30-day period, then, at the written request of either such Party (the “Dispute Resolution Request”), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 30-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the UWWH Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “UWWH Final Closing Statement”). If the business representatives do not resolve the dispute during the periods described above, then the UWWH Stockholder and IP shall jointly engage KPMG LLP to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 11.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of the UWWH Stockholder, IP or the Surviving Corporation, and in such event references herein to KPMG LLP shall be deemed to refer to such replacement accounting firm. Within the 30-day period following its engagement, KPMG LLP shall arbitrate and resolve such dispute based solely on the written submissions provided by UWWH Stockholder, IP and the Surviving Corporation and shall only consider whether the UWWH Closing Statement (and each component thereof) was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the Final accounting firm) whether and to what extent the UWWH Closing Statement within thirty requires adjustment. In resolving any disputed matter, KPMG LLP shall (30i) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review adhere to the Independent Actuary definitions contained in this Agreement and the guidelines and principles of this Section 3.2 and (ii) shall not assign a value to any item higher than the highest value for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to item claimed by the procedures to be followed for resolution of UWWH Stockholder and IP or lower than the dispute, including those relating to the submission and receipt of information and documentslowest value claimed by either such Party; provided, however, that at to the request extent the determination of either Aspen value of any disputed item affects any other item used in calculating the UWWH Working Capital Adjustment or the ReinsurerUWWH Net Debt Adjustment, a meeting shall such effect may be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review taken into account by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudKPMG LLP. The fees and expenses of the Independent Actuary arising from such arbitration KPMG LLP shall be paid shared by the Parties pro rata based on where UWWH Stockholder and IP in inverse proportion to the Independent Actuary’s determination relative amounts of the New Reinsurance Premium falls disputed amount determined in comparison to favor of the amount claimed by ▇▇▇▇▇ in the Final Closing Statement UWWH Stockholder and the amount claimed by the Reinsurer in the True-Up Dispute NoticeIP, respectively. (d) If Upon final determination of the New Reinsurance Premium as finally determined UWWH Final Closing Statement pursuant to this Section 3.3 is 3.2(c), (i) greater than if the Estimated New Reinsurance Premium Adjustment Amount was positive, (such difference, a “Positive A) and the Adjustment Amount exceeds the Estimated Adjustment Amount”), then Aspen the Surviving Corporation shall pay to the Reinsurer UWWH Stockholder an amount equal to such excess, or (or B) and the Estimated Adjustment Amount exceeds the Adjustment Amount, (i) the UWWH Stockholder shall pay to the applicable Trust AccountsSurviving Corporation the lesser of (x) the Estimated Adjustment Amount and (y) such excess, and (ii) if the Adjustment Amount is negative, the Surviving Corporation shall pay to IP an amount equal to the extent that product of (x) the Reinsurer’s Posted Collateral Gross Up Percentage and (y) the absolute value of the Adjustment Amount; or (ii) if the Estimated Adjustment Amount was negative, (A) and the Estimated Adjustment Amount exceeds the Adjustment Amount, the Surviving Corporation shall pay to IP an amount equal to the product of (x) the Gross Up Percentage and (y) such excess; or (B) and the Adjustment Amount exceeds the Estimated Adjustment Amount, (i) IP shall pay to the Surviving Corporation an amount equal to the lesser of (x) the product of the Gross Up Percentage and the absolute value of the Estimated Adjustment Amount and (y) the product of the Gross Up percentage and such excess and (ii) if the Adjustment Amount is less than positive, the Initial Required Collateral Surviving Corporation shall pay to the UWWH Stockholder an amount equal to the Adjustment Amount), . (e) Any payment due pursuant to Section 3.2(d) shall be increased by an amount computed as interest from the Distribution Date through but excluding the date of payment at a rate of 6.0%; which interest shall accrue daily on the basis of a 365 day year calculated for the actual number of days for which payment is due. Any amount payable pursuant to Section 3.2(d) shall be made via wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of after the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than date upon which the Estimated New Reinsurance Premium (UWWH Closing Statement becomes the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountUWWH Final Closing Statement.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 45 days following after the Closing Date, Aspen shall the Purchaser will prepare and deliver to the Reinsurer Seller a detailed statement in the same form as the Closing Statement written notice (the “Final Closing StatementAdjustment Notice”) setting forth Aspen’s good faith calculation of containing (i) an unaudited consolidated balance sheet of the New Reinsurance Premium Acquired Companies as at immediately prior to the Closing (including the New Reinsurance Premium Accrued Interest“Closing Balance Sheet”), the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral AmountPurchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet (the “Closing Net Working Capital Statement”), (iii) the Purchaser’s calculation of Closing Net Cash based on the Closing Balance Sheet (the “Closing Net Cash Statement”) and (iv) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.4(g) (the “Adjustment Calculation”). The Closing Balance Sheet, the Closing Net Working Capital Statement and the Closing Net Cash Statement will be prepared in accordance with GAAP applied in a manner consistent with the methods and practices used to prepare the Company Interim Balance Sheet. (b) During the preparation of the Adjustment Notice, at the Purchaser’s request, the Seller will, and will cause each caseof the Acquired Companies to, (i) provide the Purchaser and the Purchaser’s Representatives with reasonable access to the books, records, facilities and Employees of the Acquired Companies to the extent not otherwise already acquired as of the Closing Date, together (ii) provide the Purchaser, within ten Business Days after the Closing Date, with normal month-end closing financial information for the period ending as of the close of business on the Closing Date and (iii) reasonably cooperate with the Purchaser and the Purchaser’s Representatives, including by providing on a timely basis all accounting, actuarial and other data and documentation information reasonably necessary for or useful in preparing the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt Adjustment Notice and any other information reasonably requested by the Purchaser. Following delivery of the Final Closing StatementAdjustment Notice, at the Seller’s request, the Reinsurer Purchaser (i) shall reasonably cooperate and assist, and shall cause its Representatives to assist, the Seller and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to in the preparation review of the Final Closing Statement for the purpose of, Adjustment Notice and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is deliveredii) shall be deemed to be accepted provide the Seller and its Representatives with any information reasonably requested by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsthem. (c) If Aspen and Within 30 days after delivery of the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”)Adjustment Notice, the items and amounts Seller will either: (i) agree in dispute shall be submitted for review to writing with the Independent Actuary for final determination within forty-five (45) days after Adjustment Calculation, in which case such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall calculation will be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns parties for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of Section 2.4(g); or (ii) dispute the Independent Actuary arising from such arbitration shall be paid Adjustment Calculation by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison delivering to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Purchaser a written notice (a “Dispute Notice”) which shall specify which items are being disputed and set forth in reasonable detail the basis for each disputed item therein. (d) If the New Reinsurance Premium Seller fails to take either of the foregoing actions within 30 days after delivery of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.4(g). (e) If the Seller timely delivers a Dispute Notice to the Purchaser, then the Purchaser and the Seller will attempt in good faith, for a period of 30 days following the Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), to agree on the Adjustment Calculation for purposes of Section 2.4(g). Any resolution by the Purchaser and the Seller memorialized in writing and signed by both the Purchaser and the Seller during the Resolution Period as finally determined to any disputed items set forth in such Dispute Notice will be final and binding on the parties for purposes of Section 2.4(g). If the Purchaser and the Seller do not resolve all disputed items by the end of the Resolution Period, then the Purchaser and the Seller will submit the remaining items in dispute to PricewaterhouseCoopers LLP for resolution, or if that firm is unwilling or unable to serve, the Purchaser and the Seller will engage another mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within 10 days after the Resolution Period, the Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized international standing and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies; provided, however, that if either the Purchaser, on the one hand, or the Seller, on the other hand, fails to select such independent accounting firm during this 10-day period, then the parties agree that the independent accounting firm selected by the other party will be the independent accounting firm selected by the parties for purposes of this Section 2.4 (such selected independent accounting firm, whether pursuant to this Section 3.3 is sentence or the preceding sentence, the “Independent Accounting Firm”). (i) greater than the Estimated New Reinsurance Premium The Independent Accounting Firm will (A) act as an expert in accounting, and not as an arbitrator, to resolve only those items specifically set forth on a timely delivered Dispute Notice that remain in dispute as of such differencetime, a “Positive Adjustment Amount”and that have not been deemed pursuant to Section 2.4(c), then Aspen shall pay Section 2.4(d) or Section 2.4(e) to be final and binding on the Reinsurer Parties, (or B) render its determination in accordance with this Agreement and otherwise in accordance with GAAP applied in a manner consistent with the methods and practices used to prepare the Company Interim Balance Sheet, (C) not determine an Adjustment Calculation that would result in a Purchase Price (1) in excess of the applicable Trust Accounts, to amount in the extent Adjustment Notice or (2) that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)applicable amount in the Dispute Notice and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting Adjustment Calculation. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and may rely only upon information submitted to it by or on behalf of the Purchaser or the Seller. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the disputed items on a timely delivered Dispute Notice to such firm or as soon thereafter as reasonably practicable. The decision of the Independent Accounting Firm will be final, conclusive and binding on the Parties and will not be subject to appeal or further review. The costs and expenses of the Independent Accounting Firm will be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by wire transfer of immediately available funds to one or more accounts designated in writing such party, as determined by the ReinsurerIndependent Accounting Firm. The Buyer and the Representative agree to execute, if requested by the Positive Adjustment Amount within five (5) Business Days following final determination Independent Accounting Firm, a reasonable engagement letter, including customary indemnities in favor of the New Reinsurance Premium pursuant to this Section 3.3 or Independent Accounting Firm. (ii) less than For purposes of complying with this Section 2.4, the Estimated New Reinsurance Premium Purchaser and the Seller will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items on a timely delivered Dispute Notice as the Independent Accounting Firm may reasonably request and are available to that party (or its Representatives). A copy of any such work papers and other documents and information provided by a party to the absolute value Independent Accounting Firm will be provided concurrently to the other party free of charge. Each party will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items on a timely delivered Dispute Notice and to discuss such differenceitems with the Independent Accounting Firm, a “Negative with any such presentation or discussion to be held in the presence of both the Purchaser and the Seller and/or their respective Representatives. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.4(e) will be the exclusive mechanism for resolving any disputes regarding the Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountCalculation.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 90 days following the Closing Date, Aspen Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Seller Retained Subsidiaries as of the Closing Date(giving effect to the Estimated Available Cash Allocation) (the “Seller Closing Balance Sheet”), together which shall be prepared in conformity with all accountingGAAP applied on a basis consistent with the preparation of, actuarial and other data using the same accounting methods, policies, practices, procedures and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to estimation methods as those used in the preparation of the Final Closing Statement balance sheet for the purpose offiscal year ended December 31, 2013, included in the GFI Financial Statements, and to which shall include a calculation of Available Cash at the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form Seller Retained Subsidiaries and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), Working Capital derived from the items and amounts in dispute on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall be submitted for review prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Independent Actuary for final determination within forty-five Estimated Available Cash Allocation) (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of “IDB Buyer Closing Balance Sheet” and together with the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Seller Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable byBalance Sheet, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final “Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment AmountBalance Sheets”), then Aspen which shall pay to be prepared in conformity with GAAP applied on a basis consistent with the Reinsurer (or to preparation of, and using the applicable Trust Accountssame accounting methods, to policies, practices, procedures and estimation methods as those used in the extent preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the Reinsurer’s Posted Collateral is less than purpose of preparing the Initial Required Collateral Amount)Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or (ii) less than estimation methodologies for the Estimated New Reinsurance Premium (purpose of preparing the absolute value of such differenceClosing Balance Sheets or determining Available Cash, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountWorking Capital and Tangible Common Equity.

Post-Closing Adjustment. (ai) No later than forty-five ninety (4590) days following the Closing Date, Aspen the Buyer shall prepare in good faith and deliver to the Reinsurer Seller’s Representative a detailed statement (the “Closing Statement”) setting forth an unaudited balance sheet of the Company as of the Effective Time and the Buyer’s calculation of (A) the Banesco Line of Credit Amount, (B) Company Cash, (C) the Company Transaction Expenses, (D) the Closing Net Working Capital, (E) the amount, if any, by which the Target Net Working Capital exceeds the Closing Net Working Capital, and (F) the proposed Final Promissory Note Amount calculated using the amounts set forth in the same form Closing Statement. The Seller Group shall use commercially reasonable efforts to cooperate with the Buyer and their accountants and other advisors in connection with the preparation of the Closing Statement. If the Buyer fails to deliver the Closing Statement to the Seller’s Representative within the ninety (90) day period specified in this Section 2.7(b)(i), then the Estimated Closing Statement and the Flow of Funds Memorandum shall be deemed the Closing Statement and the Seller’s Representative may exercise his rights pursuant to this Section 2.7. The parties agree that the purpose of preparing the Closing Statement and determining the Closing Net Working Capital, the Banesco Line of Credit Amount, Company Transaction Expenses, and Company Cash is to measure the amount of the Closing Net Working Capital, the Banesco Line of Credit Amount, Company Transaction Expenses, and Company Cash calculated in accordance with the Net Working Capital Calculation, and such processes are not intended to permit the introduction of different or new judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies other than the Net Working Capital Calculation for the purpose of preparing the Closing Statement or determining the Closing Net Working Capital, the Banesco Line of Credit Amount, Company Transaction Expenses, and Company Cash. The Closing Statement shall not make purchase accounting adjustments arising out of the transactions contemplated by this Agreement and shall entirely disregard (I) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated by this Agreement or of any financing or refinancing arrangements entered into at any time by the Buyer or its Affiliates or any other transaction entered into by the Buyer or its Affiliates in connection with the consummation of the transactions contemplated by this Agreement, and (II) any of the plans, transactions, or changes which the Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to the Buyer or its Affiliates or any of their assets or liabilities. For the avoidance of doubt, unless the Seller’s Representative otherwise agrees in writing, the Buyer may not amend, adjust, supplement, or modify the Closing Statement or any amounts set forth therein following their delivery to the Seller’s Representative. (ii) The Seller’s Representative shall have a period of thirty (30) days from the receipt of the Closing Statement (the “Final Review Period”) to review the Closing Statement”) setting forth Aspen’s good faith calculation of (i) . To the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as extent reasonably required to complete such review of the Closing DateStatement, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt duration of the Final Closing StatementReview Period and the pendency of any dispute, the Reinsurer Buyer will, upon written request, provide the Seller’s Representative and its authorized his Representatives will be given with reasonable access during normal business hours to all accounting, actuarial and other data and documentation working papers in the Buyer’s or its Representatives’ possession or control to the extent related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries. If, as applicable. Within forty-five a result of such review: (45A) days of the ReinsurerSeller’s receipt of Representative agrees with the Final Closing Statement, the Reinsurer may Seller’s Representative shall deliver to the Buyer a written notice of agreement and the Closing Statement will be final, binding and non-appealable by the Seller Group; (B) the Seller’s Representative disagrees with the Closing Statement, the Seller’s Representative shall deliver to the Buyer a written notice of disagreement (a “True-Up Dispute Notice”) prior to Aspen the expiration of any objectionsthe Review Period, specifying in setting forth the nature (with reasonable detail any contested amounts supporting detail) and amount of such disagreement and the Seller’s Representative’s determination thereof; provided, for the avoidance of doubt, the Parties agree that the Buyer’s failure to provide reasonable access required by Section 2.7(b)(ii) shall be deemed a sufficient basis therefor, which for an objection by the Reinsurer may have to Seller’s Representative. (iii) If the Final Closing Statement. The failure of the Reinsurer to Seller’s Representative does not deliver such True-Up a Dispute Notice within the prescribed time period Review Period, then the Seller’s Representative will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be have irrevocably accepted the Closing Statement delivered by the Reinsurer as Buyer pursuant to this Section 2.7, in which case, the amounts set forth in the Closing Statement shall be final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding uponbinding, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticeSeller Group. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than Within seventy-five (75) days following the Closing Date, Buyer, at its sole cost and expense, shall in good faith prepare and deliver to the Holder Representative a statement (“Buyer’s Closing Statement”) setting forth Buyer’s good faith calculations of (a) Final Working Capital, (b) Final Company Transaction Expenses, (c) Final Indebtedness and (d) the Excluded Payroll Accounts as of the Closing calculated in accordance with the Accounting Principles. The Holder Representative and its independent certified public accountants shall have forty-five (45) days following the Closing Date, Aspen shall deliver receipt to the Reinsurer a detailed statement in the same form as the review Buyer’s Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as make inquiry of the Closing Daterepresentatives of Buyer’s accountants, together with all accounting, actuarial subject to entry into customary non-disclosure and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and non-reliance agreements to the extent required by such accountants, and Buyer, who shall reasonably necessary for, verifying cooperate with the Final Holder Representative (including by providing the Holder Representative or its agents access to financial accounts and underlying source documents). The calculation regarding the foregoing items (a) through (d) contained in Buyer’s Closing Statement; provided, that no independent accountants or independent actuaries of Aspen Statement shall be required to make any work papers available to binding and conclusive upon, and deemed irrevocably accepted by, the Reinsurer Holder Representative unless the Reinsurer has signed Holder Representative shall have delivered to Buyer a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the a “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submissionreceipt of Buyer’s Closing Statement of any objections to the calculations set forth in Buyer’s Closing Statement. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by must set forth in reasonable detail the Independent Actuary shall not be outside the range defined by the respective amounts in the Final basis for any objections to Buyer’s Closing Statement and the TrueHolder Representative’s good faith calculation of the disputed amounts (such disputed amounts, the “Disputed Amounts”) in Buyer’s Closing Statement; provided that (i) such Disputed Amounts may only be based on mathematical errors or non-Up compliance with this Agreement (including the relevant definitions) and (ii) the Holder Representative shall be deemed to have agreed with all items and amounts included in the Buyer’s Closing Statement except the Disputed Amounts specifically disputed in a Dispute Notice. (b) If a Dispute Notice shall be duly delivered pursuant to Section 2.8.2(a), the Holder Representative and Buyer shall, during the thirty (30) days following such determination delivery, attempt to reach agreement on the Disputed Amounts. Any such agreement shall be in writing and shall be final and binding upon, and non-appealable by, upon the Parties and the Sellers. If during such period, the Holder Representative and Purchaser are unable to reach such agreement, then all Disputed Amounts that cannot be resolved by them within thirty (30) days after receipt of a Dispute Notice pursuant to this Section 2.8.2(a) shall be referred to Ernst & Young LLP or another independent auditor mutually agreed by Buyer and the Holder Representative (the “Disputes Auditor”) for decision, which decision shall be final and binding (it being agreed and understood that the Disputes Auditor shall act as an arbitrator to determine such disputed items or amounts and shall do so based solely on presentations and information provided by Buyer and the Holder Representative and not by independent review). In conducting its review, the Disputes Auditor shall consider only the Disputed Amounts and shall not assign a value to any item greater than the maximum value for such item claimed by either party or less than the minimum value for such item claimed by either party. The scope of the disputes, if any, to be resolved by the Disputes Auditor shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement (including the relevant definitions) and the Disputes Auditor is not to make any other determination. The Parties agree that they will request that the Disputes Auditor render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. Each Party shall bear the fees and disbursements of their respective successors and assigns for all purposes representatives incurred in connection with their preparation or review of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudthe Disputed Amounts. The fees fees, costs and expenses of the Independent Actuary arising from such arbitration Disputes Auditor shall be paid borne by Buyer and the Parties pro rata based on where Holder Representative in proportion to the Independent Actuaryrelative amount each such party’s determination has been modified. For example, if the Holder Representative challenges the calculation of Final Working Capital and claims that the Final Working Capital should increase by $100,000, but the Disputes Auditor determines that the Final Working Capital should increase only by $60,000, the Holder Representative shall bear forty percent (40%) of the New Reinsurance Premium falls fees, costs and expenses of the Disputes Auditor and Buyer shall bear the other sixty percent (60%) of such fees and expenses. The date on which the Final Working Capital, the Final Company Transaction Expenses and Final Indebtedness are finally determined in comparison accordance with Section 2.8.2(a) and this Section 2.8.2(b) is hereinafter referred to as the amount claimed by ▇▇▇▇▇ “Final Determination Date.” (c) If the Final Merger Consideration calculated in the same manner as the Initial Merger Consideration, but using Final Closing Statement Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to Sections 2.8.2(a) and 2.8.2(b), exceeds the amount claimed by Initial Merger Consideration, then the Reinsurer Sellers shall be entitled to such excess (the “Excess Consideration”) in accordance with Section 2.8.2(d). If the Final Merger Consideration calculated in the True-Up Dispute Noticesame manner as the Initial Merger Consideration, but using Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to Sections 2.8.2(a) and 2.8.2(b), is less than the Initial Merger Consideration, then Buyer shall be entitled to such shortfall (the “Shortfall Consideration”) in accordance with Section 2.8.2(d). The Final Merger Consideration adjustment required hereby is referred to as the “Adjustment.” (d) If the New Reinsurance Premium as finally determined Adjustment results in Shortfall Consideration, then within three (3) Business Days after the Final Determination Date, Buyer and the Holder Representative shall instruct the Escrow Agent to pay to Buyer out of the Adjustment Escrow Account an amount equal to the Shortfall Consideration; provided, that if the funds then available in the Adjustment Escrow Account are less than the Shortfall Consideration, then the excess of the Shortfall Consideration over the funds then available in the Adjustment Escrow Account shall be paid from the Indemnity Escrow Account to Buyer; provided, further, that if the Indemnity Escrow Account is depleted, under no circumstances shall Buyer be entitled to any further recovery. If the Adjustment results in Excess Consideration, then, within three (3) Business Days after the Final Determination Date, subject to Section 2.6.2(a), Buyer will pay the Excess Consideration to the Payment Agent and the Surviving Corporation, in accordance with Section 2.6.2(k), for further payment to the Sellers pursuant to the final sentence of Section 2.6.1. If, after all payments pursuant to this Section 3.3 is (i2.8.2(d) greater than have been made, there are funds remaining in the Estimated New Reinsurance Premium (Adjustment Escrow Account, Buyer and the Holder Representative shall promptly instruct the Escrow Agent to release all such differencefunds to the Payment Agent and the Surviving Corporation, a “Positive Adjustment Amount”in accordance with Section 2.6.2(k), then Aspen shall pay for further payment to the Reinsurer (or Sellers pursuant to the applicable Trust Accounts, final sentence of Section 2.6.1. Notwithstanding anything to the extent contrary herein, any amount payable under this Section 2.8.2(d) that is taxable as compensation shall be paid to the Reinsurer’s Posted Collateral is less than the Initial Required Collateral AmountSurviving Corporation for distribution in accordance with Section 2.6.2(d), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium and any amounts distributable pursuant to this Section 3.3 or (ii2.8.2(d) less than shall be reduced, in the Estimated New Reinsurance Premium (the absolute value of such differenceaggregate, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountemployer portion of any applicable employment, payroll, social security, unemployment or similar Taxes (other than to the extent such Taxes have already been accounted for in the calculation of the Excluded Payroll Accounts, included as a Company Transaction Expense or otherwise resulted in a reduction in Final Merger Consideration pursuant to the terms of this Agreement).

Post-Closing Adjustment. (a) No later than forty-five (45) days following the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days after the Closing Date, the Parent shall cause to be prepared and delivered to the Purchasers (i) an adjustment statement setting forth the amount of the Reinsurer’s receipt Closing Cash, the Vault Cash, the Closing Working Capital and the Closing Indebtedness (the "Preliminary Adjustment Statement") and (ii) based on the Closing Cash, the Vault Cash, the Closing Working Capital and the Closing Indebtedness as derived therefrom, the Parent's written calculation of the Final Purchase Price, and the adjustments necessary to reconcile the Estimated Purchase Price to the Purchase Price (the "Preliminary Post-Closing StatementAdjustment"). The Preliminary Adjustment Statement shall each be prepared as of 12:01 a.m. on the Closing Date consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of the Pro Forma Balance Sheet as if the Closing Date was an interim month end, except that the Preliminary Adjustment Statement shall only reflect those assets and liabilities of the Business necessary to calculate the Closing Cash, the Reinsurer may deliver written Vault Cash, the Closing Working Capital and the Closing Indebtedness and shall include details reasonably sufficient to enable Purchasers to determine whether it was prepared in accordance with this clause (a). (b) The Purchasers shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if the Purchasers reasonably believe that either was not prepared in accordance with Section 2.6(a), the Purchasers shall so notify the Parent no later than the tenth (10) Business Day after the Purchasers' receipt thereof, setting forth in such notice (the “TruePurchasers' objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Up Dispute Notice”Closing Adjustment with particularity and the specific changes or adjustments which the Purchasers claim are required to be made thereto in order to conform the same to the terms of Section 2.6(a). Any notice of objection delivered pursuant to this Section 2.6(b) to Aspen of any objections, specifying shall specify in reasonable detail the nature of any contested amounts disagreement so asserted. (c) Each Party shall cooperate fully with all representatives of the other Parties in the preparation and review of the Preliminary Adjustment Statement, including, without limiting the generality of the foregoing, causing the books and records of the Business to be made available after the Closing during normal business hours to such representatives upon reasonable advance notice, and shall cause the necessary personnel of the Business to assist such representatives in the preparation and/or review of the Preliminary Adjustment Statement, including, without limitation, granting such Persons access to the facilities and other assets of the other upon reasonable advance notice. (d) If the Purchasers timely notify the Parent in accordance with Section 2.6(b) of an objection by the Purchasers to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if the Purchasers and the basis thereforParent are unable otherwise to resolve such dispute through good faith negotiations between the Purchasers and the Parent within fifteen (15) days after the Purchasers' delivery of such notice of objection, which then the Reinsurer may have to Parties shall mutually engage and submit such dispute to, and the Final Closing Statement. The failure same shall be finally resolved in accordance with the provisions of this Agreement by, the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final New York, New York office of the Final Closing Statement as determined by BDO ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) ▇▇, LLP, or such other accounting firm of national reputation as shall be deemed to be accepted by the Reinsurer as final, except mutually acceptable to the extent that such amounts are affected by any disputed amounts. (c) If Aspen Purchasers and the Reinsurer are unable to resolve all disagreements with respect Parent (the "Independent Accountants"). The Independent Accountants shall determine and report in writing to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt Purchasers and the Parent as to the resolution of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be all disputed matters submitted for review to the Independent Actuary for final determination Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within forty-five twenty (4520) days after such submissionsubmission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to the Purchasers, the Parent and their respective Affiliates. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution fees and disbursements of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting Independent Accountants shall be held at which shared equally by the Parties may present their views, that both Aspen Purchasers on the one hand and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to Parent on the other Party as well. hand. (e) The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Preliminary Adjustment Statement and the TruePreliminary Post-Up Dispute NoticeClosing Adjustment shall become the "Final Adjustment Statement" and the "Final Post-Closing Adjustment," respectively, and as such determination shall be final become final, binding and binding upon, and non-appealable byconclusive upon the Purchasers, the Parties Parent and their respective successors and assigns Affiliates for all purposes of this Agreement, and not subject upon the earliest to collateral attack for any reason absent manifest error or fraud. The fees and expenses occur of the Independent Actuary arising from such arbitration shall be paid following: (i) the mutual acceptance by the Parties pro rata based on where Purchasers and the Independent Actuary’s determination Parent of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Preliminary Adjustment Statement and the amount claimed Preliminary Post-Closing Adjustment, respectively, with such changes or adjustments thereto, if any, as may be proposed by the Reinsurer Purchasers and consented to by the Parent; (ii) the expiration of ten (10) Business Days after the Purchasers' receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, respectively, without timely written objection thereto by the Purchasers in accordance with Section 2.6(b); or (iii) the True-Up Dispute Noticedelivery to the Purchasers and the Parent by the Independent Accountants of the report of their determination of all disputed matters submitted to them pursuant to Section 2.6(c). (df) If the New Reinsurance Premium Purchase Price, calculated as set forth in Section 2.2, as finally determined pursuant to in accordance with this Section 3.3 2.6, is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”)Purchase Price, then Aspen the Purchasers shall pay the amount of such difference to the Reinsurer Parent (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)appropriate, as agent of EFC) by means of a wire transfer of immediately available funds to one or more accounts designated the Parent's Account. If the Purchase Price, calculated as set forth in writing by the ReinsurerSection 2.2, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to as finally determined in accordance with this Section 3.3 or (ii) 2.6, is less than the Estimated New Reinsurance Premium Purchase Price, the Parent (if appropriate, as agent of EFC) shall pay the absolute value amount of such difference, difference to the Purchasers by means of a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance wire transfer of immediately available funds to an account designated by the Negative Adjustment Amount.Purchasers. The Final Post-Closing Adjustment, if any, shall be due and payable pursuant to this

Post-Closing Adjustment. (a) No later than Within ninety (90) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller a consolidated balance sheet of the Target Companies as of 11:59 p.m. on the day immediately preceding the Closing Date, prepared in accordance with GAAP and on a basis consistent with the GAAP conventions used for the preparation of the Audited Financial Statements; provided that such balance sheet shall reflect the Transaction Costs accrued as of the Closing and shall include each of the items set forth in the definition of Closing Working Capital (whether or not otherwise required to be included on a balance sheet prepared in accordance with GAAP), but otherwise shall be calculated without giving effect to the consummation of the Contemplated Transactions and shall exclude any Indebtedness incurred under financing or refinancing arrangements entered into at any time by any of the Buyer Parties or any other transaction entered into by any of the Buyer Parties in connection with the Contemplated Transactions (including with respect to any of the Target Companies) (such balance sheet, the “Proposed Final Balance Sheet”). The Proposed Final Balance Sheet shall also include schedules setting forth the calculation of (i) Closing Working Capital as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheet (the “Proposed Final Closing Working Capital”), (ii) Cash of the Target Companies as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheet (the “Proposed Final Closing Cash”) and (iii) the Balance Sheet Indebtedness of the Target Companies as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheet (the “Proposed Final Balance Sheet Indebtedness”). The Proposed Final Closing Balance Sheet, together with such schedules, is referred to herein as the “Proposed Final Closing Statement”. (b) Seller will have forty-five (45) calendar days following delivery of the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Proposed Final Closing Statement during which to notify Buyer in writing (the “Notice of Objection”) of any objections to the preparation of the Proposed Final Balance Sheet or the calculation of the Proposed Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestWorking Capital, the Roll-forward Amount Proposed Final Closing Cash, and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral AmountProposed Final Balance Sheet Indebtedness, in each case, setting forth the basis of its objections in such detail as will permit Buyer to understand such objections, and the U.S. dollar amount of each objection. In reviewing the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Proposed Final Closing Statement, the Reinsurer and its authorized Representatives will Seller (i) shall be given entitled to reasonable access during normal business hours to all accountingmaterial personnel, actuarial accountants, books, records, contracts and other data and documentation related to the preparation documents of the Final Closing Statement for Target Companies that are required by Seller to confirm the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days accuracy of the Reinsurer’s receipt of the Proposed Final Closing Statement, the Reinsurer may deliver written notice and (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is deliveredii) shall be deemed to be accepted furnished by the Reinsurer as final, except to the extent that Target Companies such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, data that at the Seller may reasonably request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.readily

Post-Closing Adjustment. (ai) No As promptly as reasonably practicable, but in no event later than forty-five ninety (4590) calendar days following the Closing Date, Aspen the Buyer shall deliver cause to the Reinsurer be prepared and delivered to Seller a detailed statement in the same form as the Closing Statement (the “Final Buyer Closing Statement”) setting forth Aspenin reasonable detail the Buyer’s good faith calculation of (i) the New Reinsurance Premium Adjustment Amount (including its good faith calculation of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses), together with reasonable supporting documentation of such calculations. In the New Reinsurance Premium Accrued Interestevent the Buyer does not deliver to the Buyer Closing Statement in accordance with this Section 2.03, the Roll-forward Amount calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses set forth in the Estimated Closing Statement shall be deemed final and binding for all purposes under this Agreement, and the ULAE Reimbursement AmountAdjustment Amount (as finally determined in accordance with this Section 2.03) and shall be deemed to equal zero. (ii) During the Initial Required Collateral Amount, in each case, as sixty (60) day period commencing upon receipt by Seller of the Buyer Closing DateStatement (the “Review Period”), together Buyer shall provide Seller and any accountants or advisors retained by Seller with all accounting, actuarial reasonable access to the books and other data and documentation reasonably necessary records of the Transferred Entities for the Reinsurer purposes of (A) enabling Seller and its accountants and advisors to calculate, and to review ▇▇▇▇▇Buyer’s proposed final calculations calculation of, the Adjustment Amount as reflected in the Buyer Closing Statement and (B) identifying any dispute related to the calculation of such amountsthe Adjustment Amount set forth in the Buyer Closing Statement. (biii) Upon receipt of If Seller disputes the Final Adjustment Amount set forth in the Buyer Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen then Seller shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed deliver a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the an “True-Up Adjustment Dispute Notice”) to Aspen the Buyer prior to the expiration of the Review Period. The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation and Seller’s determination of the Adjustment Amount (including its proposed calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses and supporting documentation of such calculations). (iv) If Seller does not deliver an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, the Adjustment Amount set forth in the Buyer Closing Statement shall be deemed final and binding on the Buyer and Seller as the Adjustment Amount for all purposes of this Agreement. (v) If Seller delivers an Adjustment Dispute Notice to the Buyer prior to the expiration of the Review Period, then Seller and the Buyer shall meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the computation of the Adjustment Amount for a period of twenty (20) calendar days following the delivery of the Adjustment Dispute Notice to the Buyer, and use reasonable best efforts to resolve by written agreement (the “Agreed Modifications”) any differences as to the Adjustment Amount. In the event the Buyer and Seller so resolve any such differences, the Adjustment Amount set forth in the Buyer Closing Statement, as adjusted by the Agreed Modifications shall be final and binding as the Adjustment Amount for all purposes of this Agreement. If Seller and the Buyer are unable to reach agreement on the calculation of the Adjustment Amount within the twenty (20) calendar day period following the delivery of the Adjustment Dispute Notice to the Buyer, then either Seller or the Buyer may submit the objections, specifying including details of their views as to the correct nature and amount of each item remaining in reasonable detail any contested amounts dispute, to a nationally recognized accounting firm with an active practice area focused on post-mergers and acquisitions purchase price dispute resolution mutually acceptable to Seller and the basis thereforBuyer (such firm, which or any successor thereto, being referred to herein as the Reinsurer may have “Designated Accounting Firm”) after such twentieth (20th) day. In resolving any disputed item, the Designated Accounting Firm (x) shall determine Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses in accordance with the respective definitions thereof, (y) shall limit its review to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance matters still in dispute as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed specifically set forth in the True-Up Adjustment Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except and only to the extent that such amounts matters are affected still in dispute) and (z) shall act as an expert and not as an arbitrator. The Designated Accounting Firm shall be directed by any disputed amounts. (c) If Aspen the Buyer and the Reinsurer are unable Seller to resolve all disagreements the unresolved objections as promptly as reasonably practicable in accordance with respect to the Final Closing Statement terms of this Agreement, and, in any event, within thirty (30) calendar days following ▇▇▇▇▇’s receipt of such referral, and, upon reaching such determination, to deliver a True-Up Dispute Notice copy of its calculations (the “True-up Dispute Cooling-Off PeriodExpert Calculations”), the items and amounts in dispute shall be submitted for review ) to the Independent Actuary for final determination within forty-five (45) days after Buyer and Seller. In connection with the resolution of any such submission. The Independent Actuary dispute by the Designated Accounting Firm, each of the Buyer, Seller and their respective advisors and accountants shall decide all matters relating have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the procedures to be followed for resolution calculation of the dispute, including those relating to the submission and receipt of information and documentsAdjustment Amount; provided, howeverthat all communications with the Designated Accounting Firm shall include at least one Representative of each of the Buyer and Seller, that at the request of either Aspen or the Reinsurer, a meeting and no party shall be held at which permitted to communicate with the Parties may present their views, that both Aspen Designated Accounting Firm other than as expressly set forth herein and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to governed by Rule 408 of the other Party as wellFederal Rules of Evidence. The review determination of the Adjustment Amount made by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination Designated Accounting Firm shall be final and binding upon, on the Buyer and non-appealable by, the Parties and their respective successors and assigns Seller for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error error. The Expert Calculations (A) shall reflect in detail the differences, if any, between the calculation of the Adjustment Amount reflected in the Adjustment Dispute Notice and the calculation of the Adjustment Amount set forth in the Buyer Closing Statement, (B) with respect to any specific discrepancy or fraud. disagreement, shall be no greater than the higher amount calculated by the Buyer or Seller, as the case may be, and no lower than the lower amount calculated by the Buyer or Seller, as the case may be and (C) shall be based solely on the written materials submitted by the Buyer and Seller (i.e., not on independent review). (vi) The fees and expenses of the Independent Actuary arising from such arbitration Designated Accounting Firm shall be paid borne by the Parties pro rata Buyer, on the one hand, and Seller, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on where the Independent Actuary’s determination relative dollar values of the New Reinsurance Premium falls amounts in comparison dispute and shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the amount claimed by ▇▇▇▇▇ Designated Accounting Firm. For example, should the items in the Final Closing Statement dispute total $1,000 and the amount claimed Designated Accounting Firm award $600 in favor of Seller’s position, then 60% of the costs of its review would be borne by the Reinsurer in Buyer and 40% of the True-Up Dispute Noticecosts of its review would be borne by the Seller. (dvii) If the New Reinsurance Premium Adjustment Amount, as finally determined pursuant to in accordance with this Section 3.3 2.03, is a negative number (i) greater than the Estimated New Reinsurance Premium (absolute value of such differenceamount, a the “Positive Adjustment Shortfall Amount”)) then, then Aspen shall Seller will pay (or cause to be paid) to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)Buyer, by wire transfer of immediately available funds to one the account or more accounts designated in writing by the ReinsurerBuyer to Seller, an amount in cash equal to the Shortfall Amount. (viii) If the Adjustment Amount, as finally determined in accordance with this Section 2.03, is zero or a positive number (such positive number, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Excess Amount”), then Aspen shall reduce Parent will promptly pay (or cause to be paid) to Seller, by wire transfer of immediately available funds to the Funds Withheld Account Balance account or accounts designated in writing by Seller to the Negative Adjustment Buyer, an amount in cash equal to the Excess Amount.

Post-Closing Adjustment. (a) No As soon as practicable, but in no event later than forty-five (45) 90 days following the Closing Date, Aspen the Seller Parties shall prepare and deliver to the Reinsurer Company a detailed statement in of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount Company and the ULAE Reimbursement Amount) and (ii) Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsrequired by this Section 2.3. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to During the preparation of the Final statement of Closing Statement for Date Value as provided in Section 2.3(a) and the purpose ofperiod of any review or dispute as provided in this Section 2.3, each of the Seller Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form books and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days records of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed Company Group used in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by preparation of such statement, including the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsprovision on a timely basis of all necessary or useful information. (c) After receipt of the statement of Closing Date Value from Seller Parties, Buyer shall have 30 days to review the statement of Closing Date Value, together with the workpapers used in the preparation thereof. Unless Buyer delivers written notice to the Seller Parties on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value stating that Buyer has objections to the statement of Closing Date Value and describing any such objections in reasonable detail, Buyer shall be deemed to have accepted and agreed to the statement of Closing Date Value. If Aspen on or prior to the 30th day after Buyer's receipt from the Seller Parties of the statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or such longer period as the Reinsurer are unable parties may agree) following such notice (the "Resolution Period"), attempt to resolve all disagreements with respect their differences, and any resolution by them as to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and any disputed amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the disputefinal, including those relating to the submission binding and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Noticeconclusive. (d) If Any amounts remaining in dispute at the New Reinsurance Premium conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as finally determined pursuant the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a mutually acceptable firm to be designated as the CPA Firm, subject to verification of its independence. Each party agrees to execute, if requested by the CPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by the CPA Firm shall be borne pro rata by Seller Parties and Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, such that the prevailing party shall pay the lesser proportion of the fees and expenses. The CPA Firm shall act as an arbitrator to determine, based on the provisions of this Section 3.3 is 2.3, only the Unresolved Changes and the determination of each amount in the Unresolved Changes shall made in accordance with GAAP and in any event shall be no less than the lesser of the amount claimed by either Buyer or Seller Parties and shall be no greater than the greater amount claimed by either Buyer or Seller Parties. The CPA Firm's determination of the Unresolved Changes shall be made within 30 days of the submission of the Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) greater than in the Estimated New Reinsurance Premium case of an asset (or contra-liability) line item (as such difference, a “Positive Adjustment Amount”line items are set forth on Exhibit A attached hereto), then Aspen the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall pay be the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller Parties. (e) In the event that Buyer and Seller Parties agree to the Reinsurer (or to the applicable Trust Accountsstatement of Closing Date Value, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount then within five (5) Business Days following final determination such agreement (i) Seller Parties shall pay to Buyer the amount, if any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the New Reinsurance Premium Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the CPA Firm, or (2) in all other cases, any and all payments shall be made within five (5) Business Days after resolution of the Unresolved Changes by the CPA Firm. (f) Any payments made pursuant to this Section 3.3 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the Post-Closing Adjustment or (ii) less than Unresolved Changes shall be deemed to be adjustments to the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountPurchase Price for all Tax purposes.

Post-Closing Adjustment. (a) No later than forty-five (45) days following the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days after the Closing Date, the OpCo Buyer shall prepare and deliver to the Seller a statement setting forth its calculation of Closing Working Capital and Closing Date Company Cash (and each component thereof), which statement shall contain a balance sheet of the Reinsurer’s receipt Company as of the Final Closing Statement, Date (without giving effect to the Reinsurer may deliver written notice Transactions) and a calculation of the Closing Working Capital and the Post-Closing Adjustment (the “True-Up Dispute NoticeClosing Statement”) to Aspen of any objections), specifying in reasonable detail any contested amounts together with such schedules and the basis therefor, which the Reinsurer may have data with respect to the Final determination thereof as may be appropriate to support the calculations set forth in the Closing Statement. The failure Closing Statement, as it applies to the calculation of Closing Working Capital, will be prepared using the same accounting principles and policies, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Reinsurer to deliver Example Calculation and otherwise in accordance with the Audited Financial Statements for the most recent fiscal year end as if such True-Up Dispute Notice within Closing Statement was being prepared and audited as of a fiscal year end, except for (x) such reclassifications and estimation methodologies changes as reflected in the prescribed time period will constitute Interim Financial Statements and (y) such adjustments and estimates as may be required, in the Reinsurer’s acceptance as final good faith determination of the Final OpCo Buyer, to take account of the fact that the Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed is being prepared at a time other than following the closing of the Company’s books for the prior fiscal year end, which adjustments and estimates shall be consistent with the adjustments and estimates used in the Truepreparation of the Estimated Closing Statement. (ii) The post-Up Dispute Notice closing adjustment (if one is deliveredthe “Post-Closing Adjustment”) shall be deemed to be accepted by the Reinsurer as final, except an amount equal to the extent that such amounts are affected by any disputed amounts.sum of: (cA) If Aspen The difference between Closing Date Company Cash and the Reinsurer are unable to resolve all disagreements with respect to the Final Estimated Closing Statement within thirty Date Company Cash (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of difference will be positive, if the New Reinsurance Premium falls in comparison to Closing Date Company Cash exceeds the amount claimed by ▇▇▇▇▇ in Estimated Closing Date Company Cash, or negative, if the Final Estimated Closing Statement and Date Company Cash exceeds the amount claimed by the Reinsurer in the True-Up Dispute Notice.Closing Date Company Cash); plus (dB) The difference between Closing Working Capital and Estimated Closing Working Capital (where the difference will be positive, if the Closing Working Capital exceeds the Estimated Closing Working Capital, or negative, if the Estimated Closing Working Capital exceeds the Closing Working Capital). If the New Reinsurance Premium Post-Closing Adjustment as finally determined pursuant to in accordance with this Section 3.3 2.06 is (i) greater than a positive number, the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen OpCo Buyer shall pay to the Reinsurer (or Seller an amount equal to the applicable Trust AccountsPost-Closing Adjustment. If the Post-Closing Adjustment is a negative number, the Seller shall pay to the extent that OpCo Buyer an amount equal to the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountPost-Closing Adjustment.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 75 days following after the Closing Date, Aspen shall Purchaser may prepare and deliver to the Reinsurer Stockholder Representative a detailed written statement in the same form as the Closing Statement (the “Final Post-Closing Statement”) setting forth AspenParent’s good faith calculation of (i) the New Reinsurance Premium (including actual Net Working Capital as of the New Reinsurance Premium Accrued InterestClosing, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amountestimated amount of all cash of the Company held in Company bank accounts as of the Closing, indicating the bank accounts in which such cash is (or was) held, (iii) the actual amount of all Transaction Costs of the Company, in the aggregate and itemized to show the amount paid or payable to each case, Person that is (or was) owed a portion of such Transaction Costs; (iv) the actual amount of all outstanding Debt of the Company as of the Closing, in the aggregate and with respect to each Person entitled to payment of a portion of such Debt (with reference to the Contract pursuant to which such Debt is owed) and (v) the Merger Consideration resulting from the foregoing. Unless within the 30-day period following Parent’s delivery of the Post-Closing Statement, the Stockholder Representative has tendered a written notice to Parent (the “Dispute Notice”) to the effect that the items contained in the Post-Closing Statement are erroneous or have not been prepared in accordance with this Section 1.9(a), setting forth in reasonable detail any such objection (each such item, an “Item of Dispute”), the Post-Closing Statement, including the Merger Consideration and each of the other items set forth therein, shall be conclusive and binding upon the Parent and the Stockholder Representative (on behalf of the Company Escrow Parties). If Parent does not elect to prepare and deliver a Closing Adjustment Statement within 75 days after the Closing Date, together with all accounting, actuarial then the Estimated Merger Consideration as set forth in the Estimated Closing Statement shall be the final Merger Consideration and other data shall be conclusive and documentation reasonably necessary for binding upon the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsParent and the Stockholder Representative. (b) Upon receipt If the Stockholder Representative delivers a Dispute Notice to Parent within the 30-day period following Parent’s delivery of the Final Post-Closing Statement, Parent and the Reinsurer and its authorized Representatives will be given Stockholder Representative shall use reasonable access to all accounting, actuarial and other data and documentation related efforts (including the provision by Parent to the preparation Stockholder Representative of such relevant information as the Final Stockholder Representative may reasonably request) to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Post-Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required modified if necessary to make reflect such resolution. If any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) Item of Dispute remains unresolved after 30 days of the Reinsurerfrom Parent’s receipt of the Final Closing StatementDispute Notice, Parent and the Reinsurer may deliver written notice Stockholder Representative shall jointly retain a mutually acceptable national or regional accounting firm with no formal relationship with either the Company or the Parent (the “True-Up Dispute NoticeAccounting Firm”) to Aspen resolve such remaining Items of any objections, specifying in reasonable detail any contested amounts Dispute. Parent and the basis thereforStockholder Representative shall request that the Accounting Firm render a determination as to each unresolved Item of Dispute (and as to no other matter) within 30 days of its retention, which and Parent and the Reinsurer may have Stockholder Representative shall cooperate with the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing, shall conform with this Section 1.9(b) and shall be conclusive and binding upon Parent and the Stockholder Representative (on behalf of the Company Escrow Parties). The Post-Closing Statement shall be modified if necessary to reflect such determination. The Accounting Firm shall allocate its costs and expenses to the Final Closing Statement. The failure Non-Prevailing Party or, if there is not a single Non-Prevailing Party, equally to Parent and the Stockholder Representative (on behalf of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final Company Escrow Parties). For purposes of the Final Closing Statement preceding sentence, the “Non-Prevailing Party” is the party whose proposed calculation of all Items of Dispute submitted to the Accounting Firm, in the aggregate, was further from the calculation of the Items of Dispute determined by the Accounting Firm and differed from that calculation by more than 10% of the Items of Dispute, in the aggregate, as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsAccounting Firm. (c) If Aspen and At such time as the Reinsurer are unable to resolve all disagreements Merger Consideration shall become final in accordance with respect this Section 1.9, the Estimated Merger Consideration shall be compared to the Final Closing Statement final Merger Consideration. If the final Merger Consideration is greater than the Estimated Merger Consideration, then within thirty two (302) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) business days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison final Merger Consideration, Parent shall cause to be deposited the amount of the difference with the Exchange Agent to be immediately distributed to the Company Escrow Parties in accordance with each Company Escrow Party’s Pro Rata Share. If the final Merger Consideration is less than the Estimated Merger Consideration, then within two (2) business days after the determination of the final Merger Consideration, the Stockholder Representative and Parent shall cause the Escrow Agent to pay to Parent an amount claimed by ▇▇▇▇▇ in equal to such difference from the Final Closing Statement Escrow Account. If there is a difference between the finally determined Merger Consideration and the amount claimed by Estimated Merger Consideration then, within three (3) days of finalizing the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined Merger Consideration pursuant to this Section 3.3 is 1.9, the Stockholder Representative shall, in consultation with Purchaser, cause the Merger Consideration Spreadsheet to be updated as a result of such difference (i) greater than substituting the final Merger Consideration for the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”Merger Consideration as applicable), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No As promptly as practicable, but in no event later than forty-five (45) 10 calendar days following the Closing Date, Aspen Company shall prepare and deliver to the Reinsurer Parent, a detailed statement in certificate, certified as true and correct as of such date by an authorized representative of Company, to include an unaudited balance sheet of the same form Company as of 12:01 a.m. (PT) on the Closing Statement Date (the “Final Closing Balance Sheet”), together with a statement (the “Company Closing Statement”) setting forth Aspenin reasonable detail Company’s good faith calculation of each of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestClosing Cash, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) Closing Indebtedness, (iii) Transaction Expenses, and (iv) the Initial Required Collateral AmountNet Aggregate Consideration and attaching all relevant backup materials and schedules; together with a reasonably detailed computation, and reasonable supporting materials, in each case, as using the same methodologies and accounting practices and principles applied on a consistent basis by the Company prior to Closing. (b) From and after the delivery of the Closing Date, together with all accounting, actuarial Balance Sheet and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Company Closing Statement, Company shall provide the Reinsurer Parent and any accountants or advisors retained by Parent with reasonable access during normal business hours to the books and records and personnel of the Surviving Company, including relevant work papers and back-up materials and such other information and materials as reasonably requested by Parent, solely for the purposes of: (A) enabling the Parent and its authorized Representatives will be given reasonable access accountants and advisors to all accounting, actuarial calculate and other data to review Company’s calculations as reflected Closing Balance Sheet and documentation Company Closing Statement; and (B) identifying any dispute related to the preparation of calculations set forth in the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Company Closing Statement; provided. (c) If the Parent disputes the calculation of Closing Cash, that no independent accountants Closing Indebtedness, Transaction Expenses, or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless Net Aggregate Consideration set forth in the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Company Closing Statement, the Reinsurer may then Parentshall deliver a written notice (the an “True-Up Adjustment Dispute Notice”) to Aspen of any objectionsCompany, specifying in reasonable detail any contested amounts Representative and the basis therefor, which Escrow Agent during the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s day period commencing upon receipt by Parent of a True-Up Dispute Notice the Closing Balance Sheet and the Company Closing Statement (the “True-up Dispute Cooling-Off Review Period”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the items and amounts in basis for the dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountcalculation and attaching all relevant backup materials and schedules.

Post-Closing Adjustment. (a) No later than forty-five Within fifteen (4515) days following after the Closing Date(as defined below), Aspen the Shareholder Representative shall deliver to prepare a balance sheet of the Reinsurer a detailed statement in Company at the same form as close of business on the Closing Statement Date (the “Final "Closing Statement”Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied in accordance with the past practices of the Company ("GAAP"). Within such fifteen (15) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interestday period, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as Shareholder Representative shall promptly deliver a copy of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer Date Balance Sheet to review ▇▇▇▇▇’s proposed final calculations of such amountsBuyer. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related If Buyer does not object to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five Date Balance Sheet within fifteen (4515) days of receipt thereof, then in the Reinsurer’s receipt of event the Final Company has made a Distribution as reflected on the Closing StatementDate Balance Sheet, then the Reinsurer may deliver written notice Buyer shall so notify the Escrow Agent and the Escrow Holder shall pay to Buyer an amount in cash equal to the Distribution (the “True-Up Dispute Notice”"Purchase Price Reduction") to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed set forth in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsEscrow Agreement. (c) If Aspen Buyer objects to the Closing Date Balance Sheet, it shall notify the Shareholder Representative within fifteen (15) days following receipt thereof, setting forth in specific detail the basis for its objection and its proposal for any adjustments thereto. Buyer and the Reinsurer Shareholder Representative shall use their best efforts to reach agreement as to any such proposed adjustment or that no such adjustment is necessary. If agreement is reached as to any proposed adjustment, the parties shall make such adjustment and the Purchase Price Reduction shall be based thereon. If Buyer and the Shareholder Representative are unable to resolve all disagreements with respect to the Final Closing Statement reach agreement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice days, then Ernst & Young LLP or such other accounting firm as agreed upon by Buyer and the Shareholder Representative (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute "Third Party Accounting Firm") shall be submitted for engaged to review the proposed adjustment as to which agreement has not been reached and shall make a determination as to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating proposed adjustment to cause the submission and receipt of information and documents; provided, however, that at Purchase Price Reduction to have been properly calculated in accordance with the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes provisions of this Agreement, and not subject to collateral attack for any reason absent manifest error . All resolutions shall represent either agreement with the position taken by Buyer or fraudthe Shareholder Representative or a compromise of such positions. The fees and expenses determination of the Independent Actuary arising from such arbitration Third Party Accounting Firm shall be final, conclusive and binding upon Buyer and the Shareholders. Buyer and the Shareholders shall share equally the costs of the Third Party Accounting Firm hereunder. Any amounts owed to Buyer as a result of these adjustments (i.e., a Distribution) will be paid by the Parties pro rata based on where Escrow Holder after the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ Third Party Accounting Firm as set forth in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticeEscrow Agreement. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five (45) days following Promptly after the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as delivery of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Noticedetermination of Closing Working Capital, Closing Indebtedness, Transaction Expenses and such determination shall be Closing Cash becomes final and binding uponon the parties under Section 2.04 above, the Cash Consideration shall be recalculated by giving effect to the final and binding Closing Working Capital, Closing Indebtedness, Transaction Expenses, Closing Cash, and non-appealable bythe Aggregate Warrant Exercise Price (as recalculated, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud“Final Cash Consideration”). The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in If the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 Cash Consideration is (i) greater than the Estimated New Reinsurance Premium Cash Consideration, within five (such difference5) Business Days following the Determination Date, a “Positive Adjustment Amount”), then Aspen shall (a) Purchaser will pay to the Reinsurer Sellers (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts the account(s) and in the amounts designated in writing by the ReinsurerSellers’ Representative) an aggregate amount equal to the Final Cash Consideration minus the Estimated Cash Consideration and (b) Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to make payment to Sellers from the Purchase Price Adjustment Escrow Account the full Purchase Price Adjustment Escrow Amount (by wire transfers of immediately available funds to the accounts and in the amounts designated by the Sellers’ Representative). If the Final Cash Consideration is less than the Estimated Cash Consideration, the Positive Adjustment Amount within five (5) Business Days following final determination the Determination Date, Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to (x) pay to Purchaser from the Purchase Price Adjustment Escrow Amount, an amount equal to the Estimated Cash Consideration minus the Final Cash Consideration, and (y) distribute the remaining balance of the New Reinsurance Premium Purchase Price Adjustment Escrow Amount, if any, to Sellers (by wire transfers of immediately available funds to the accounts and in the amounts designated by the Sellers’ Representative). For the avoidance of doubt, (i) Sellers shall have no liability pursuant to this Section 3.3 or 2.05 in excess of the Purchase Price Adjustment Escrow Amount, and (ii) less than neither Parent, Purchaser nor any of the Estimated New Reinsurance Premium (Companies shall have any responsibility or Liability to any Seller with respect to the absolute value allocation of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance any amounts by the Negative Adjustment AmountSellers’ Representative pursuant to this Section 2.05.

Post-Closing Adjustment. (a) No later than forty-five Within sixty (4560) calendar days following after the Closing Date, Aspen Purchaser shall deliver to the Reinsurer Shareholders’ Representative a detailed statement in the same form as the Closing Statement (the “Final Purchaser Post-Closing Statement”) prepared in accordance with the Accounting Principles setting forth Aspenin reasonable detail (on a line item by line item basis) Purchaser’s good faith calculation of the Final Consideration and the components thereof, including (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestCompany Cash, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) Outstanding Indebtedness, and (iii) Net Working Capital (the Initial Required Collateral Amount, in each case, as of the “Post-Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsConsideration Calculation”). (b) Upon receipt of the Final Purchaser Post-Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access Shareholders’ Representative shall have thirty (30) days within which to all accounting, actuarial and other data and documentation related to review the preparation Post-Closing Consideration Calculation after Purchaser’s delivery of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within fortyPurchaser Post-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure Shareholders’ Representative may object to the Post- Closing Consideration Calculation set forth in the Purchaser Post-Closing Statement by providing written notice of such objection to Purchaser within thirty (30) days (the “Objection Period”) after Purchaser’s delivery of the Reinsurer to deliver Purchaser Post-Closing Statement (the “Notice of Objection”), which notice shall set forth the basis for such True-Up Dispute Notice within objection in reasonable detail, along with the prescribed time Shareholders’ Representative’s calculation and proposed modification of each disputed item, together with supporting documentation, information and the Shareholders’ Representative’s proposed calculations for each disputed item. During such thirty (30)-day period will constitute and thereafter until the Reinsurer’s acceptance as final determination of the Final Consideration pursuant to Section 2.05(d), the Shareholders’ Representative and its advisors (including its independent accounting firm) shall be provided with prompt access (including remote access) to the books, records, work papers and other documents (subject to the execution of customary work paper access letters and excluding any communications with attorneys that are subject to the attorney-client privilege), personnel, consultants and advisors (including the independent accounting firm) of the Company and Purchaser as they may reasonably request to enable it to evaluate the calculations of Final Consideration, Net Working Capital, Company Cash and Outstanding Indebtedness prepared by Purchaser and set forth in the Purchaser Post-Closing Statement. Such access shall be provided during regular business hours and upon reasonable advance notice. If the Shareholders’ Representative does not deliver a Notice of Objection within the Objection Period, then Purchaser’s calculation of each item contained in the Purchaser Post-Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer Shareholders’ Representative as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen final and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the disputeconclusive, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns parties hereto for all purposes of this Agreement, and the Final Consideration set forth in the Purchaser Post-Closing Statement shall be the Final Consideration. (c) If the Shareholders’ Representative timely provides the Notice of Objection, then Purchaser and the Shareholders’ Representative shall negotiate in good faith for a period of up to thirty (30) days following Purchaser’s receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them in writing shall be final, conclusive and binding on the parties hereto, and any Final Consideration agreed upon in writing by Purchaser and Shareholders’ Representative in connection therewith shall be the Final Consideration. (d) If, within the thirty (30)-day period set forth in Section 2.05(c), Purchaser and the Shareholders’ Representative cannot subject resolve any matter set forth in the Notice of Objection, then Purchaser and the Shareholders’ Representative shall engage an independent, nationally recognized accounting firm acceptable to collateral attack both Purchaser and the Shareholders’ Representative (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Purchaser and Shareholders’ Representative in order to determine the Post- Closing Consideration Calculation. The Reviewing Accountant shall act in the capacity of an expert and not as an arbitrator. Purchaser and the Shareholders’ Representative will instruct the Reviewing Accountant to, and the Reviewing Accountant will, make a final determination of only such remaining disputed matters. Purchaser and the Shareholders’ Representative may each submit to the Reviewing Accountant one (1) written submission setting forth their respective computations of the amounts set forth in the Notice of Objection (to the extent such amounts remain in dispute) and specific information, evidence and support for their respective positions as to all items in dispute. Neither Purchaser nor the Shareholders’ Representative shall have or conduct any communication, either written or oral, with the Reviewing Accountant with respect to matters contemplated by this Agreement without the other party either being present or receiving a concurrent copy of any written communication. Purchaser and the Shareholders’ Representative will also instruct the Reviewing Accountant to, and the Reviewing Accountant will, make its determination based solely on the terms of this Agreement, the Accounting Principles and written submissions by Purchaser and the Shareholders’ Representative that are provided in accordance with this Agreement (i.e., not on the basis of an independent review). Neither Purchaser nor the Shareholders’ Representative shall disclose to the Reviewing Accountant, and the Reviewing Accountant shall not consider for any reason purpose, any settlement discussions or settlement offer made by Purchaser or the Shareholders’ Representative with respect to any objection under this Section 2.05, unless otherwise agreed in writing by Purchaser and the Shareholders’ Representative. The Reviewing Accountant shall promptly (and in any event within thirty (30) days following its engagement) determine the resolution of such remaining disputed matters, which resolution shall not be outside of the range set forth by Purchaser in the Purchaser Post-Closing Statement and the Shareholders’ Representative in the Notice of Objection. Such determination shall be final and binding on the parties hereto, absent fraud or manifest error error, and the Reviewing Accountant shall provide Purchaser and the Shareholders’ Representative with a calculation of the Final Consideration, Net Working Capital, Company Cash and Outstanding Indebtedness, as applicable, in accordance with such determination, and such determination of Final Consideration as set forth therein shall be the Final Consideration. (e) If the Final Consideration is less than the Closing Consideration as set forth in the Closing Statement (such difference, the “Final Consideration Shortfall”), Purchaser and Shareholders’ Representative shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to pay the Final Consideration Shortfall (or, if less, the full amount of the Adjustment Escrow Account) to Purchaser and to release the remainder, if any, of the Adjustment Escrow Account to the Company Equityholders (or, in the case of amounts to be paid to the Optionholders, to the Company’s payroll account for distribution to the Optionholders) in accordance with their respective Escrow Percentage. In no case will Purchaser be entitled to receive pursuant to this Section 2.05 an aggregate amount greater than the full amount of the Adjustment Escrow Amount. (f) If the Final Consideration is equal to the Closing Consideration as set forth in the Closing Statement, Purchaser and Shareholders’ Representative shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the full amount of the Adjustment Escrow Account to the Company Equityholders (or, in the case of amounts to be paid to the Optionholders, to the Company’s payroll account for distribution to the Optionholders) in accordance with their respective Escrow Percentage. (g) If the Final Consideration is greater than the Closing Consideration as set forth in the Closing Statement (such difference, the “Final Consideration Surplus”), then (i) Purchaser and Shareholders’ Representative shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the full amount of the Adjustment Escrow Account to the Company Equityholders, in accordance with their respective Escrow Percentage and (ii) Purchaser shall promptly pay or fraud. issue to the Company Equityholders (or, in the case of amounts to be paid to the Optionholders, to the Company’s payroll account for distribution to the Optionholders) in accordance with their respective Escrow Percentage, additional Purchaser Ordinary Shares valued at $10 per share for such purpose with a value equal in total to the aggregate Final Consideration Surplus; provided, that in no case will Purchaser be required to issue additional Purchaser Ordinary Shares pursuant to this Section 2.05 with an aggregate value of greater than the Adjustment Escrow Amount. (h) The procedures set forth in this Section 2.05 for resolving any dispute over the amounts contemplated to be determined as set forth in this Section 2.05 shall be the sole and exclusive method for resolving any dispute over such amounts, it being understood that the foregoing shall not limit Purchaser’s rights under Article X. (i) The fees and expenses of the Independent Actuary arising from such arbitration Reviewing Accountant shall be paid 50% by the Parties pro rata based on where the Independent Actuary’s determination each of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement Purchaser and the amount claimed by the Reinsurer in the True-Up Dispute NoticeShareholders’ Representative. (dj) If the New Reinsurance Premium as finally determined Any payment made pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen 2.05 shall pay be treated as an adjustment to the Reinsurer (or to the applicable Trust Accountspurchase price for all Tax purposes, except to the extent that otherwise required by applicable Law (including, for the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)avoidance of doubt, by wire transfer of immediately available funds with respect to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination any amounts required to be treated as interest pursuant to Section 483 of the New Reinsurance Premium pursuant to this Section 3.3 Code or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”otherwise), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (ai) No later than Within forty-five (45) days following after the Closing Date, Aspen Buyer shall prepare and deliver to the Reinsurer Seller a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith its calculation of (i) Closing Working Capital, which statement shall contain an audited balance sheet of the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Company as of the Closing DateDate (without giving effect to the transactions contemplated herein), together with all accounting, actuarial a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt a certificate of the Final Chief Financial Officer of Buyer that the Closing StatementWorking Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, the Reinsurer practices, principles, policies and its authorized Representatives will be given reasonable access to all accountingprocedures, actuarial with consistent classifications, judgments and other data valuation and documentation related to estimation methodologies that were used in the preparation of the Final Closing Statement Most Recent Financial Statements for the purpose of, most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end. (ii) The post-closing adjustment shall be an amount equal to the extent reasonably necessary for, verifying Closing Working Capital minus the Final Estimated Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice Working Capital (the “TruePost-Up Dispute NoticeClosing Adjustment”) to Aspen of ). If the Post-Closing Adjustment is a positive number, Buyer shall not owe any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have additional consideration to the Final Seller. If the Post-Closing Statement. The failure of Adjustment is a negative number, the Reinsurer Seller shall pay to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except Buyer an amount equal to the extent that such amounts are affected by any disputed amountsPost-Closing Adjustment. (ciii) If Aspen and Any payment of the Reinsurer are unable to resolve all disagreements Post-Closing Adjustment, together with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”)interest calculated as set forth below, the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination due within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution ten Business Days of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses delivery of the Independent Actuary arising from such arbitration Post-Closing Adjustment and shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing such account as is directed by Buyer. The amount of any Post-Closing Adjustment shall bear interest from and including the ReinsurerClosing Date to but excluding/and including the date of payment at a rate per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. In the event the Seller does not make a required Post-Closing Adjustment payment, such amount (including any accrued but unpaid interest) shall be reduced from the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountFuture Purchase Price payments.

Post-Closing Adjustment. (a) No later Within ninety (90) days following the Closing Date, the Buyers shall cause to be prepared and delivered to Mallinckrodt UK a written statement setting out, in reasonable detail, a calculation of (i) the Closing Net Working Capital, (ii) the Closing Working Capital Adjustment, (iii) the Closing Indebtedness, (iv) the Closing Cash, and (v) the Closing Net Cash, which when considered together, results in the calculation of the Final Purchase Price from Buyers’ viewpoint, as well as the Buyers’ view of (vi) the R&D Lab Construction Pre- Closing Costs and (vii) the IT Carve-Out Pre-Closing Costs (altogether the “Final Closing Statement”), together with all related supporting schedules, calculations and documentation reasonably appropriate to support the amounts set forth therein. During the forty-five (45) days after the date Mallinckrodt UK receives the Final Closing Statement, when and as reasonably requested, the Buyers shall, and shall cause their officers, directors, employees and accountants to afford Mallinckrodt UK and its authorized representatives reasonable access to the offices, books and records necessary for a review by Mallinckrodt UK of the amounts set forth in the Final Closing Statement and to take copies of the same, provided however that (x) any such access or furnishing of information shall be conducted during normal business hours and in such manner as not to interfere with the normal operations of the Business and (y) Mallinckrodt UK shall bear all of its own costs in connection with its review of the amounts set forth in the Final Closing Statement. The Buyers will charge no amount to Mallinckrodt UK for the time spent by Buyers’ officers, directors, employees, accountants or other representatives in connection with the foregoing. (b) If Mallinckrodt UK disputes any amount or item set forth in the Final Closing Statement as calculated by the Buyers, not more than forty-five (45) days following after the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of date Mallinckrodt UK receives the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related Mallinckrodt UK shall deliver to the preparation Buyers a written notice, specifying in reasonable detail all points of disagreement with the Buyers’ Final Closing Statement and setting forth revised calculations for any of the amounts and items set forth in the Final Closing Statement, including, without limitation, any revision to the Final Purchase Price, the R&D Lab Construction Pre-Closing Costs or the IT Carve-Out Pre-Closing Costs (the “Notice of Dispute”), it being understood that all items and amounts in the Final Closing Statement for not specifically referenced as being in dispute in the purpose ofNotice of Dispute shall be deemed to have been agreed upon, and shall be final, for all purposes hereof. If no Notice of Dispute is delivered by Mallinckrodt UK to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to Buyers within such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statementday period, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) it shall be deemed to be accepted by the Reinsurer as final, except to the extent conclusively presumed that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and thus the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable byFinal Purchase Price, the Parties R&D Lab Construction Pre-Closing Costs and their respective successors the IT Carve-Out Pre-Closing Costs and assigns all other amounts and items set forth therein as prepared by the Buyers have been agreed upon for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticeSection 2. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 60 days following after the Closing Date, Aspen shall the Purchaser will prepare and deliver to the Reinsurer a detailed statement in Seller Representative an unaudited consolidated balance sheet of the same form Company as of the close of business on the day immediately prior to the Closing Statement Date (the “Final Closing Balance Sheet”) and a written statement (together with the Closing Balance Sheet, the “Closing Statement”) setting forth Aspenthe Purchaser’s good faith calculation calculations (the “Purchaser’s Proposed Calculations”) of the Purchase Price (the “Final Purchase Price”), which shall set forth, in reasonable detail its calculations of: (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount Closing Net Working Capital and the ULAE Reimbursement Amountamount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital and the ​ ​ amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital; (ii) the Initial Required Collateral AmountClosing Indebtedness, in each case, as of (iii) the Closing DateCash and (iv) any unpaid Transaction Expenses. The Closing Balance Sheet and the Purchaser’s Proposed Calculations will be prepared in accordance with the Accounting Principles, together with all accounting, actuarial and without giving effect to any purchase accounting adjustments or other data and documentation reasonably necessary for changes arising from the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountstransactions contemplated by this Agreement. (b) Upon receipt If the Seller Representative has any objections to the Closing Statement and the calculation of the Final Purchase Price, the Seller Representative must deliver to the Purchaser a written statement (an “Objections Statement”) setting forth a description in reasonable detail of its objections thereto, including the basis for the objection, proposed adjustment amount and supporting calculations. If an Objections Statement is not delivered to the Purchaser within 30 days after delivery of the Closing Statement, the Reinsurer Closing Statement and its authorized Representatives the Purchaser’s calculation of the Purchase Price will be given reasonable access to all accountingfinal, actuarial binding and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within fortynon-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted appealable by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsparties hereto. (c) If Aspen the Seller Representative timely delivers an Objections Statement to the Purchaser, then the Purchaser and the Reinsurer Seller Representative will negotiate in good faith to resolve any objections set forth in the Objections Statement, but if they are unable to resolve all disagreements with respect disputed items by the end of 30 days after the date of delivery of the Objections Statement, then the remaining items in dispute will be submitted to Deloitte & Touche for resolution acting as an accounting expert and not as an arbitrator, or if that firm is unwilling or unable to serve, the Final Closing Statement within thirty Purchaser and the Seller Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Company (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (such selected independent accounting firm, the “True-up Dispute Cooling-Off PeriodIndependent Accounting Firm”), . The Purchaser and the Seller Representative will use their commercially reasonable efforts to cause the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within 30 days after the date of appointment. The Independent Accounting Firm may address only those items and amounts which are identified in dispute the Objections Statement as being items which the Seller Representative and the Purchaser are unable to resolve, and the Independent Accounting Firm’s determination shall be submitted for review to within the Independent Actuary for final determination within forty-five (45) days after such submissionrange proposed by the Purchaser and the Seller Representative. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review dispute by the Independent Actuary shall Accounting Firm will be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Noticefinal, and such determination shall be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudparties. The fees and expenses of the Independent Actuary arising from such arbitration shall Accounting Firm will be paid by allocated between the Parties Purchaser, on the one hand, and the Sellers, on the other hand, pro rata based on where the Independent Actuary’s determination their respective share of the New Reinsurance Premium falls in comparison Purchase Price, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount claimed actually contested by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed such party, as determined by the Reinsurer Independent Accounting Firm, and each party shall bear its own expenses in the True-Up Dispute Noticeconnection therewith, including its attorneys’ and accountants’ fees. (d) For purposes of complying with this Section 2.3, and subject to executing customary access letters, the Purchaser and the Seller Representative will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may reasonably request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any written material related to the disputed items. The party providing any such work papers, other documents or information to the Independent Accounting Firm shall also provide such papers, documents and information to the other party. (e) Upon the determination, in accordance with Section 2.3(b) or Section 2.3(c), as applicable, of the Closing Statement and the final calculations of the amounts of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, and any unpaid Transaction Expenses, the Purchase Price will be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated ​ ​ ​ Purchase Price payable at Closing as set forth on the Estimated Purchase Price Calculation Statement as follows: (i) If the New Reinsurance Premium Final Purchase Price as finally determined calculated pursuant to this Section 3.3 2.3(e) is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”)Purchase Price, then Aspen shall the Purchaser will pay to the Reinsurer Sellers an amount in immediately available funds equal to any such excess; and (or ii) If the Final Purchase Price as calculated pursuant to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral this Section 2.3(e) is less than the Initial Required Collateral AmountEstimated Purchase Price, then the Sellers will pay to the Purchaser an amount in immediately available funds equal to any such deficiency. (f) The Sellers will be severally but not jointly liable for any amount for which payment is required by the Sellers under Section 2.3(e), which payment will be effected, first, by paying all or part of the Adjustment Escrow Amount from the Escrow Account to an account designated by the Purchaser, and any remaining amounts by wire transfer of immediately available funds from the Sellers to an account designated by the Purchaser. Any payment by the Purchaser to the Sellers pursuant to Section 2.3(e) will be effected by wire transfer of immediately available funds to one such account or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount Seller Representative. Such payments will be made within five (5) Business Days following the final determination referred to in Section 2.3(e). (g) The purpose of this Section 2.3 is to determine the New Reinsurance Premium Final Purchase Price to be paid by the Purchaser under this Agreement. Accordingly, any adjustment pursuant hereto will neither be deemed to be an indemnification pursuant to ARTICLE 10, nor preclude the Purchaser from exercising any indemnification rights pursuant to ARTICLE 10. Any payment made pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance 2.3 will be treated by the Negative Adjustment Amountparties for all purposes as an adjustment to the Purchase Price.

Post-Closing Adjustment. (ai) No Within ninety (90) days after the Closing, Buyer shall, in good faith, cause to be prepared and delivered to Nexus Health Systems, as agent for the Sellers (i) a balance sheet of the Company and the Company Subsidiaries as of the Closing (the “Closing Date Balance Sheet”) which Closing Date Balance Sheet will reflect the actual Net Working Capital of the Company and the Company Subsidiaries as of the Closing (“Closing Working Capital”), (ii) a statement of actual Cash held by the Company and the Company Subsidiaries as of the Closing (“Closing Cash”) and (iii) a statement of the actual aggregate Indebtedness of the Company and the Company Subsidiaries outstanding as of the Closing (“Closing Indebtedness”). The Closing Date Balance Sheet and the statements of Closing Cash and Closing Indebtedness are collectively referred to as the “Closing Statement”. The Closing Statement shall be calculated in accordance with this Agreement and GAAP, with GAAP to be applied consistently in the manner in which GAAP was applied in the preparation of the Balance Sheet. The Closing Statement shall be prepared as if the Closing Date was the last day of Nexus Health Systems’ fiscal year. (ii) If Nexus Health Systems disputes the accuracy of the Closing Statement, Nexus Health Systems shall timely provide written notice to Buyer no later than forty-five thirty (4530) days following the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as Nexus Health Systems’ receipt of the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections), specifying setting forth in reasonable detail those items that Nexus Health Systems disputes and the amounts of any contested amounts adjustments that are necessary in Nexus Health Systems’ judgment for the computations contained in the Closing Statement to conform to the requirements of this Agreement and the basis therefor, which for the Reinsurer may have to the Final Closing StatementNexus Health Systems’ suggested changes. The failure of the Reinsurer to deliver During such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (day period, Buyer shall, and shall cause the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen Company and the Reinsurer shall have equal Company Subsidiaries to, provide Nexus Health Systems and its agents any information reasonably requested and reasonable access to the Independent Actuarypersonnel, properties, books and that records of the Company and the Company Subsidiaries for the purpose of their review of the Closing Statement. If Nexus Health Systems accepts the calculations of Closing Cash, Closing Indebtedness and/or Closing Working Capital as set forth in the Closing Statement or if Nexus Health Systems fails within such thirty (30) day period to deliver the Dispute Notice, then, the Closing Statement shall be deemed final and conclusive and binding upon all information parties. During the thirty (30) day period following delivery of a Dispute Notice, Buyer and documents which either Party delivers or makes available Nexus Health Systems shall meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such thirty (30) day period and until the final determination of Closing Cash, Closing Indebtedness and Closing Working Capital in accordance with this Section 2.4(b)(ii) (as so finally determined, “Final Closing Cash”, “Final Closing Indebtedness” and “Final Closing Working Capital”, respectively), Nexus Health Systems and its agent shall be provided with such access to the Independent Actuary financial books and records of the Company and the Company Subsidiaries as it may reasonably request in connection with its review of the Closing Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, Final Closing Cash, Final Closing Indebtedness and Final Closing Working Capital shall be furnished the amount agreed upon by them and the Closing Statement shall reflect the same. If the parties fail to resolve their differences over the other Party as well. The review by disputed items within such thirty (30) day period, then Buyer and Nexus Health Systems shall forthwith jointly request that the Independent Actuary shall be limited solely Accounting Firm make a binding determination as to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of accordance with this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five Within sixty (4560) days following after the Closing Date, Aspen Purchaser shall, in its absolute discretion be entitled (but shall not, for the avoidance of doubt, be required) to prepare and deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s Holder Representative good faith calculation of the Net Working Capital as at Closing (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as “Proposed Closing Balance Sheet”). The Proposed Closing Balance Sheet shall include all of the balance sheet line items included in the Estimated Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsBalance Sheet. (b) Upon receipt of During the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five thirty (4530) days of immediately following the ReinsurerHolder Representative’s receipt of the Final Proposed Closing Statement, the Reinsurer may deliver written notice Balance Sheet (the “True-Up Dispute NoticeClosing Balance Sheet Review Period”), the Holder Representative will be provided with reasonable access (including electronic access) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure financial records of the Reinsurer to deliver such True-Up Dispute Notice within Company, for purpose of reviewing the prescribed time period will constitute Proposed Closing Balance Sheet and Purchaser, the Reinsurer’s acceptance as final Company and their respective Representatives shall assist and reasonably cooperate in good faith with the Holder Representative, in connection with its review of the Final Proposed Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsBalance Sheet. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice The Holder Representative shall notify Purchaser in writing (the “True-up Dispute Cooling-Off PeriodNotice of Disagreement”)) prior to the expiration of the Closing Balance Sheet Review Period if the Holder Representative disagrees with the Proposed Closing Balance Sheet. The Notice of Disagreement shall set forth in reasonable detail the basis for such dispute, the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen involved and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent ActuaryHolder Representative’s determination of the New Reinsurance Premium falls in comparison amount of the Net Working Capital. If no Notice of Disagreement is given to Purchaser prior to the amount claimed by ▇▇▇▇▇ in expiration of the Final Closing Statement and Balance Sheet Review Period, then the amount claimed Proposed Closing Balance Sheet shall be deemed to have been accepted by the Reinsurer in Holder Representative and shall become final, binding and conclusive upon the True-Up Dispute NoticeParties. (d) If a Notice of Disagreement is given to Purchaser prior to the New Reinsurance Premium expiration of the Closing Balance Sheet Review Period, then the Holder Representative and Purchaser shall meet (which meeting may take place via teleconference) shall confer in good faith for a period of up to thirty (30) calendar days of delivery of such Notice of Disagreement (or at such other time and place mutually agree between the parties) and use all reasonable efforts to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. (e) If the Holder Representative and Purchaser have been unable to resolve all of the differences they may have with respect to the matters specified in the Notice of Disagreement the such thirty (30) days’ period (or such other period as finally determined may be mutually agreed by Purchaser and the Holder Representative), either the Holder Representative or Purchaser may submit any amounts remaining in dispute (the “Disputed Amounts”) for resolution to an Accounting Arbitrator who shall have the privileges, powers and immunities of an arbitrator. The Accounting Arbitrator shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Proposed Closing Balance Sheet and the Notice of Disagreement, respectively. Each of Purchaser and the Holder Representative shall submit a statement of its position and supporting documentation within twenty (20) days of engagement of the Accounting Arbitrator. The Accounting Arbitrator shall be instructed to make a determination as soon as practicable, and in any event within sixty (60) calendar days after their engagement. The Accounting Arbitrator shall prepare a written statement setting forth their resolution of the Disputed Amounts and adjustments to the Proposed Closing Balance Sheet. (f) The statement which is (i) the Estimated Closing Balance Sheet delivered by the Company to the Purchaser, if the Purchaser fails to deliver the Proposed Closing Balance Sheet to the Company, (ii) the Proposed Closing Balance Sheet, if the Holder Representative fails to deliver through the expiration of the Closing Balance Sheet Review Period a Notice of Disagreement, or (iii) the closing balance sheet statement as adjusted through an agreement of Purchaser and the Holder Representative after resolving the Disputed Amounts set forth in the Notice of Disagreement, (iv) the closing balance sheet statement as adjusted through the determination of the Accounting Arbitrator pursuant to this Section 3.3 is 2.12 (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment AmountFinal Closing Balance Sheet”). The Final Closing Balance Sheet shall be final, then Aspen binding and conclusive on the parties. (g) The Estimated Closing Statement, the Proposed Closing Statement, the Final Closing Statement and all related calculations and documents shall pay to be prepared in accordance with GAAP applied using the Reinsurer (or to the applicable Trust Accountssame accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, in each case to the extent consistent with GAAP, as were used in the preparation of the Annual Financial Statements (as defined below); provided however, that the ReinsurerNet Working Capital, and the Company’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium Debt shall be adjusted as defined pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”terms hereof), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than fortyAs promptly as practicable after the Closing, but in any event within seventy-five (4575) days following after the Closing Date, Aspen shall Purchaser will prepare and deliver to Seller a statement based on the Reinsurer a detailed statement in the same form as the Closing Statement Accounting Principles (the “Final Post-Closing Statement”) setting forth Aspenin reasonable detail Purchaser’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount Net Working Capital and the ULAE Reimbursement Amount) and NWC Adjustment, (ii) the Initial Required Collateral AmountClosing Cash, (iii) the Closing Indebtedness, (iv) the Acquired Companies Transaction Expenses and (v) the proposed Final Purchase Price, in each case, determined as of the Reference Time and in accordance with the Accounting Principles and this Agreement, and based on the books and records of the Acquired Companies. Upon receipt of the Post-Closing Statement, Seller and its agents and representatives shall be given reasonable on-site access, during normal business hours and upon reasonable prior notice, to or copies of (as Seller shall request), solely relevant for the purpose of verifying the Post-Closing Statement and upon execution of a customary access letter if required by Purchaser’s outside accountants, if applicable: (A) all of the books and records, work papers, trial balances and other materials relating to the Post-Closing Statement; and (B) Purchaser’s and the Acquired Companies’ personnel and accountants. If Purchaser does not deliver the Post-Closing Statement to Seller within seventy-five (75) days after the Closing Date, together with all accountingPurchaser shall be deemed to have agreed on the Closing Statement delivered by Seller pursuant to Section 1.3(b) and such Closing Statement (and the calculations therein) shall be final, actuarial non-appealable and other data and documentation reasonably necessary for binding on the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsParties hereto. (b) Upon receipt of the Final Closing StatementSeller may, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after delivery of the Post-Closing Statement (the “Seller Notice Period”), deliver a notice to Purchaser disagreeing with specific items in the Post-Closing Statement and setting forth Seller’s calculation of the Net Working Capital, NWC Adjustment, Closing Cash, Closing Indebtedness and the Acquired Companies Transaction Expenses, together with supporting documentation and work papers describing in reasonable detail how such submissionspecific items were derived, calculated or otherwise determined (the “Notice of Disagreement”). The Independent Actuary shall decide all matters relating If Seller does not deliver the Notice of Disagreement within the Seller Notice Period, then Seller will be deemed to have agreed to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the TruePost-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Noticecomputation of the Purchase Price set forth therein will be final, and such determination shall be final conclusive and binding upon, and non-appealable by, on the Parties and their respective successors and assigns for all purposes hereunder. (c) If Seller delivers the Notice of this AgreementDisagreement within the Seller Notice Period, Purchaser and not subject Seller, during the thirty (30) days following such delivery, will cooperate in good faith to collateral attack for any reason absent manifest error reach agreement in writing on the disputed items or fraudamounts in order to determine the Final Purchase Price. The fees and expenses If the Parties so resolve all disputes, the computation of the Independent Actuary arising from such arbitration shall be paid Purchase Price agreed upon by the Parties, will be final, conclusive and binding on the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Noticefor all purposes hereunder. (d) If Seller delivers a Notice of Disagreement within the New Reinsurance Premium Seller Notice Period, and Purchaser and Seller are unable to reach an agreement on the disputed items within the period described in Section 1.5(c), the Parties will jointly engage an independent nationally recognized accounting firm to be agreed upon by Purchaser and Seller (the “Independent Accountant”) (with the initial engagement costs paid fifty (50%) by Purchaser and fifty (50%) by Seller, and with the contribution of such costs by Purchaser or Seller, as finally determined applicable, reimbursed or credited following the final allocation of fees and disbursements of the Independent Accountant pursuant to this Section 3.3 1.5(d)), to review this Agreement and solely the disputed items or amounts for the purpose of calculating the Final Purchase Price (it being understood that, in making such calculation, the Independent Accountant will function as an expert and not as an arbitrator). The scope of the disputes to be resolved by the Independent Accountant shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in accordance with the Accounting Principles and this Agreement, and the Independent Accountant is not to make any other determination, including any determination as to whether the definition of “Target Net Working Capital” is adequate or sufficient. In making its calculation of the Final Purchase Price, the Independent Accountant (i) will apply the Accounting Principles including definitions of “Net Working Capital,” “Closing Cash,” “Closing Indebtedness” and “Acquired Companies Transaction Expenses” in this Agreement, (ii) will consider only those items or amounts in the Post-Closing Statement as to which Seller specifically disputes in the Notice of Disagreement and (iii) will not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser or Seller or less than the smallest value for such item assigned by Purchaser or Seller in the Post-Closing Statement or the Notice of Disagreement, as applicable. The Independent Accountant’s decision shall be based solely on written submissions by Purchaser and Seller and their respective Representatives and in no event shall any Party engage in any ex parte communications with the Independent Accountant. Purchaser and Seller shall use their commercially reasonable efforts to cause the Independent Accountant to deliver to Purchaser and Seller, as promptly as practicable (but in any event within thirty (30) days after the date of engagement of the Independent Accountant), a report setting forth its calculation of the Final Purchase Price. The Independent Accountant’s calculation of the Final Purchase Price will be final, conclusive and binding on the Parties for all purposes hereunder. Subject to the following sentence, the costs of any dispute resolution pursuant to this subsection, including the fees, costs and expenses of the Independent Accountant and of any enforcement of the determination thereof, shall be borne by Purchaser and Seller in proportion to the final allocation made by the Independent Accountant of the disputed items weighted in relation to the claims made by Purchaser and Seller, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. For example, if Seller claims that the appropriate adjustments are $1,000 greater than the amount determined by Purchaser and if the Independent Accountant ultimately resolves the dispute by awarding to Seller $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant shall be allocated thirty percent (30%) (i.e. 300 divided by 1,000) to Purchaser and seventy percent (70%) (i.e. 700 divided by 1,000) to Seller. Notwithstanding the foregoing, the fees and disbursements of the Representatives of each Party incurred in connection with their preparation or review of the Post-Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such Party. (e) The final, conclusive and binding Purchase Price as determined in accordance with Section 1.5(b), (c) and (d), will be referred to as the “Final Purchase Price.” (f) If the Final Purchase Price is greater than the Estimated New Reinsurance Premium Purchase Price (such differenceexcess, a the “Positive Adjustment Purchase Price Excess Amount”), then Aspen shall Purchaser will promptly, and in no event later than five (5) Business Days after determination of the Final Purchase Price in accordance with this Section 1.5, pay or cause to be paid to Seller an aggregate amount equal to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Purchase Price Excess Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the ReinsurerSeller Account. (g) If the sum of the Final Purchase Price is less than the Estimated Purchase Price (such deficit, the Positive Adjustment Amount within “Purchase Price Deficit Amount”), Seller will promptly, and in no event later than five (5) Business Days following final after determination of the New Reinsurance Premium pursuant to Final Purchase Price in accordance with this Section 3.3 or (ii) less than 1.5, pay to Purchaser an aggregate amount equal to the Estimated New Reinsurance Premium (the absolute value Purchase Price Deficit Amount, by wire transfer of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance immediately available funds to an account specified by the Negative Adjustment AmountPurchaser.

Post-Closing Adjustment. (ai) No later than forty-five Within ninety (4590) days following after the Closing Date, Aspen Buyer shall deliver to the Reinsurer Seller Representative a detailed statement statement, certified by an authorized officer of the Company, setting forth the Company Final Working Capital, along with a summary showing in the same form as the Closing Statement reasonable detail each calculation (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and ). (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon After receipt of the Final Closing Statement, the Reinsurer Seller Representative shall have ninety (90) days (the “Review Period”) to review the Closing Statement. During the Review Period, the Seller Representative and its authorized Representatives will be given reasonable accountants shall have full access to all accountingthe books and records of the Company, actuarial the personnel of, and other data and documentation related work papers prepared by, the Company and/or its accountants to the preparation of extent that they relate to the Final Closing Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Statement as the Seller Representative may reasonably request for the purpose of, of reviewing the Closing Statement and to the extent reasonably necessary forprepare a Statement of Objections (defined below), verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen such access shall be required to make any work papers available in a manner that does not interfere with the normal business operations of Buyer or the Company. (iii) On or prior to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days last day of the Reinsurer’s receipt of the Final Closing StatementReview Period, the Reinsurer Seller Representative may deliver object to the Closing Statement by delivering to Buyer a written notice statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “True-Up Dispute NoticeStatement of Objections”) ). If the Seller Representative fails to Aspen deliver the Statement of any objectionsObjections before the expiration of the Review Period, specifying in reasonable detail any contested amounts the Closing Statement and the basis thereforPost-Closing Adjustment, which as the Reinsurer case may have to be, reflected in the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be have been accepted by the Reinsurer as finalSeller Representative. If the Seller Representative delivers the Statement of Objections before the expiration of the Review Period, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen Buyer and the Reinsurer are unable Seller Representative shall negotiate in good faith to resolve all disagreements with respect to the Final Closing Statement such objections within thirty (30) days following ▇▇▇▇▇’s receipt after the delivery of a True-Up Dispute Notice the Statement of Objections (the “True-up Dispute Cooling-Off Resolution Period”), and, if the items same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement with such changes as may have been previously agreed in writing by the Buyer and the Seller Representative, shall be final and binding. (iv) If the Seller Representative and the Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the “Disputed Amounts”, with any amounts not so disputed being the “Undisputed Amounts”), shall be submitted for review resolution to the office of an impartial nationally recognized firm of independent certified public accountants, as may be mutually acceptable to the Buyer and the Seller Representative (the “Independent Actuary for final determination within fortyAccounting Firm”), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-five (45) days after such submissionClosing Adjustment, as the case may be. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Actuary Accountant shall only decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review specific items under dispute by the Independent Actuary shall parties and their decision for each Disputed Amount must be limited solely within the range of values assigned to the disputed items (and any items affected thereby) and amounts each such item in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute NoticeStatement of Objections, respectively. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and such determination its resolution of the Disputed Amounts and its adjustments to the Post-Closing Adjustment shall be final conclusive and binding upon, and non-appealable by, upon the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. parties hereto. (v) The fees and expenses of the Independent Actuary arising from such arbitration Accountant shall be paid by the Parties pro rata based Seller Representative (on where the Independent Actuary’s determination behalf of the New Reinsurance Premium falls in comparison Principals), on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller Representative or the Buyer, respectively, bears to the aggregate amount claimed actually contested by ▇▇▇▇▇ in the Final Closing Statement Seller Representative and the amount claimed by the Reinsurer in the True-Up Dispute NoticeBuyer. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. Within ten (a10) No later than forty-five (45) days Business Days following the Purchaser’s approval of the Purchaser’s consolidated financial statements, including, within it, the Company’s audited financial results (the “2020 Audit Completion Date”) for the period commencing on the Closing DateDate and ending on December 31, Aspen 2020 (the “Audited 2020 FS”), the Purchaser shall prepare and deliver to the Reinsurer Seller a detailed statement in showing the same form as Company’s Actual Closing Working Capital, and the calculation of any adjustment to be made to the Closing Statement Consideration based on the difference, if any, between Actual Closing Working Capital and $0.00 (the “Final Closing Statement”) setting forth Aspenamount of the Company’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, estimated Working Capital as of the Closing Date) (the “Post-Closing Adjustment Statement”). The Post-Closing Adjustment Statement shall be final, together conclusive and binding upon the Parties unless the Seller delivers a written notice to the Purchaser of any objection to the Post-Closing Adjustment Statement (the “Objection Notice”) within twenty (20) days (the “Objection Period”) after delivery of the Post-Closing Adjustment Statement. The Objection Notice must set forth in reasonable detail (x) any item on the Post-Closing Adjustment Statement that the Seller believes has not been prepared in accordance with all accounting, actuarial this Agreement and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations correct amount of such amounts. item and (by) Upon receipt the Seller’s alternative calculation of the Final Actual Closing Statement, the Reinsurer Working Capital and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related any adjustment to the preparation Closing Consideration, as the case may be. Any Objection Notice must specify, with reasonable particularity, all facts that form the basis of the Final Closing Statement for the purpose of, such disagreements and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen all statements by Persons (who shall be required identified by name) and documents relied upon by the Seller as forming the basis of such disagreement. If the Seller gives any such Objection Notice within the Objection Period, then the Seller and the Purchaser shall attempt in good faith to make resolve any work papers available to dispute concerning the Reinsurer unless the Reinsurer has signed a customary agreement relating item(s) subject to such access to work papers Objection Notice. If the Seller and the Purchaser do not resolve the issues raised in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five the Objection Notice within fifteen (4515) days of the Reinsurer’s receipt date of delivery of the Final Closing Statement, the Reinsurer may deliver written notice Objection Notice (the “True-Up Dispute NoticeInitial Resolution Period”) ), either the Seller or the Purchaser may submit such dispute to Aspen and such dispute shall be resolved fully, finally and exclusively by KMPG International Limited (such accounting firm, the “Reviewing Party”). The fees and expenses of any objections, specifying the Reviewing Party incurred in reasonable detail any contested amounts the resolution of such dispute shall be borne by the parties in such proportion as is appropriate to reflect the relative benefits received by the Seller and the basis thereforPurchaser from the resolution of the dispute. For example, which if Seller challenges the Reinsurer may have calculation in the Post-Closing Adjustment Statement by an amount of $100,000, but the Reviewing Party determines that the Seller has a valid claim for only $40,000, the Purchaser shall bear 40% of the fees and expenses of the Reviewing Party and the Seller shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen Seller and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement Purchaser) as promptly as practicable, but in any event within thirty (30) days following ▇▇▇▇▇’s receipt the date of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution delivery of the dispute, including those relating to Post-Closing Adjustment Statement and provide written submissions detailing (i) whether or not the submission and receipt Post-Closing Adjustment Statement was prepared in accordance with the terms of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuarythis Agreement, and (ii) if the Reviewing Party determines that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely Post-Closing Adjustment Statement was not prepared in accordance with this Agreement, then only with respect to the disputed items submitted to the Reviewing Party, the Reviewing Party shall determine whether and to what extent (if any) the Post-Closing Adjustment Statement requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor (it being understood that any items affected thereby) and amounts determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by the Purchaser in the TruePost-Up Dispute Notice that remain unresolved. Any determination Closing Adjustment Statement or as proposed by the Independent Actuary shall not be outside the range defined by the respective amounts Seller in the Final Closing Statement Objection Notice) (the “Reviewing Party Decision”). The Seller and the True-Up Dispute NoticePurchaser shall require the Reviewing Party to enter into a confidentiality agreement on terms agreeable to the Seller, the Purchaser and the Reviewing Party. The procedures of this Section 2.4 are exclusive, and such the determination of the Reviewing Party shall be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined decision rendered pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, 2.4 may be filed as a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer judgment in any court of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountcompetent jurisdiction.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 90 days following after the Closing DateClosing, Aspen shall the Buyer will deliver to the Reinsurer Sellers a detailed statement certificate (the "Buyer's Adjustment Certificate") showing in such detail as shall be reasonably satisfactory to the same form as Sellers the Buyer's final determination of the number of .Penalty Subscribers, the Current Assets, the Total Liabilities, the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestAdjustment Amount, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral AmountReduction Subscriber Number, in each case, as of the Closing DateBasic Subscriber Number, together and with all accountingrespect to each Required Private Agreement and each Private Cable Services Agreement, actuarial and other data and documentation reasonably necessary the Closing Basic Subscriber Number for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing StatementSubscribers thereunder, the Reinsurer and its authorized Representatives which certificate will be given accompanied by appropriate documentation supporting the amounts and numbers proposed in such certificate. Each party will provide the other reasonable ' access to all accounting, actuarial and other data and documentation related to records in its possession which were used in the preparation of the Final Closing Statement Initial and Buyer's Adjustment Certificates or which may otherwise be necessary for the purpose of, preparation thereof The Sellers will review the Buyer's Adjustment Certificate and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver will give written notice (the “True-Up Dispute an "Objection Notice”") to Aspen the Buyer of any objections it has to the calculations shown in such Certificate within 30 days after receipt. Such notice will set forth Sellers' proposal as to each item to which it objects together with appropriate support for such objections. If the Sellers do not deliver an Objection Notice within such 30-day period, specifying in reasonable detail any contested amounts then the Buyer's Adjustment Certificate shall be deemed to be conclusive, final and binding on the parties. The Buyer and the basis therefor, which Sellers will endeavor in good faith to resolve any objections within 30 days after the Reinsurer may have to receipt by the Final Closing Statement. The failure Buyer of the Reinsurer to deliver Sellers' timely objections. If such Trueobjections or disputes have not been resolved at the end of such 30-Up Dispute Notice day period, the disputed portion only of the items contained in the Buyer's Adjustment Certificate will be determined within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined following 30 days by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unwilling or unable to serve on commercially reasonable terms, by a national accounting firm that is mutually acceptable to the Buyer and the Sellers (in either case, the "Arbitrator"). Any amounts not disputed The determination of the Arbitrator will, with respect to each item in dispute, be within the range for such item as proposed by the Buyer in the True-Up Dispute Notice Buyer's Adjustment Certificate and the Sellers in the Objection Notice. The determination of the Arbitrator will be final and will be binding upon both parties. The Buyer and the Sellers will bear equally the expenses of such auditor incurred in connection with such determination. (b) Within two Business Days after the date on which the items contained in the Buyer's Adjustment Certificate have been finally determined in accordance with Section 2.07(a) (such amounts as so finally determined (other than the number of Penalty Subscribers), the "Final Amounts"), the Buyer and the Sellers shall take such action as is necessary (including the payment of a cash amount to the other or to the Escrow Agent or the execution of a joint instruction to the Escrow Agent to release funds or transfer funds to a different escrow account) to ensure that, ignoring any entitlement or obligation of any Person to receive or pay interest on any amounts, (A) the Buyer has paid to the Sellers' Agent and the Escrow Agent the amounts (and no more) it would have paid under Section 2.06(d) to each of them, (B) the Buyer and the Sellers' Agent have received the amounts each of them would have received from escrow (and no more) under Section 2. 10, and (C) there has been deposited into each escrow account the amount (and no more) that would have been deposited into each account under Section 2.06(d), if one is deliveredin each case such amounts had been based on the Final Amounts rather than the amounts set forth in the Initial Adjustment Certificate. For the avoidance of doubt, clause (ii) of the first sentence of Section 2.06(c) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsdisregarded for purposes of this Section 2.07. (c) If Aspen and the Reinsurer are unable pursuant to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”Section 2.07(b), the items and amounts in dispute shall be submitted for review ' Buyer makes a payment to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating Sellers' Agent or the Escrow Agent, or the Sellers' Agent makes a payment to the procedures to be followed for resolution of Buyer or the disputeEscrow Agent, including those relating to the submission and receipt of information and documents; provided, however, that (i) such payment shall bear interest at the request Prime Rate from and including the Closing Date to but excluding the date of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen payment and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (wire or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire accounts transfer of immediately available funds to the account designated by the recipient by two days advanced written notice to the party owing such payment and (ii) any interest so received by the Escrow Agent will be treated as interest earned on the account into which the payment is deposited. If pursuant to 2.07(b) the Escrow Agent makes a payment to the Buyer or the Sellers' Agent, such payment will include interest earned on such amount while deposited in the escrow account. If pursuant to Section 2.07(b) the Escrow Agent transfers funds between escrow accounts, the amount transferred shall include interest earned on such amount while in the escrow account from which it is transferred and such interest will be treated as interest earned on the account into which it is transferred. (d) Within two Business Days after the date on which the number of Penalty Subscribers has been finally determined in accordance with Section 2.07(a) (the number of Penalty Subscribers as so finally determined being the "Final Penalty Subscribers") the Sellers jointly and severally agree to pay to the Buyer in immediately available funds by wire transfer to an account specified in advance by the Buyer an amount equal to (a) $5,586, multiplied by (b) the number of Final Penalty Subscribers (the "Penalty Sub Amount"). Notwithstanding anything to the contrary in this Agreement, without prejudice to the ability of the Buyer to make a claim against the Sellers to pay the Penalty Sub Amount, to the extent the Sellers shall not have paid the Buyer the Penalty Sub Amount in accordance with the terms of this Section 2.07(d), the Buyer shall be entitled, without prejudice to any other remedy that it may have under this Agreement or otherwise, to receive the Penalty Sub Amount from one or more accounts designated in writing by (at the Reinsurer, the Positive Adjustment Amount within five (5Buyer's election) Business Days following final determination of the New Reinsurance Premium pursuant to this escrow amounts described in Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”2.06(d), then Aspen in which event such amount shall reduce be released to the Funds Withheld Account Balance by Buyer together with any interest earned on such amount and such amount shall not be treated as an amount released to the Negative Adjustment AmountBuyer for the purposes of Section 2. 10.

Post-Closing Adjustment. (a) No later than forty-five sixty (4560) days following the Closing Date, Aspen Purchaser shall deliver cause to the Reinsurer be prepared and delivered to Seller a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation consisting of (i) an unaudited consolidated balance sheet of the New Reinsurance Premium Target Entities other than FIC as of the close of business on the Closing Date (including the New Reinsurance Premium Accrued Interest“Closing Admin/Obligor Balance Sheet”), the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) an unaudited consolidated balance sheet of the Initial Required Collateral Amount, in each case, Affiliated Reinsurance Entities as of the close of business on the Closing DateDate (the “Closing Affiliated Reinsurance Entity Balance Sheet”), together (iii) an unaudited balance sheet of FIC as of the close of business on the Closing Date (the “Closing FIC Balance Sheet”), (iv) a calculation in reasonable detail of Closing Working Capital and aggregate Indebtedness of the Target Entities other than FIC (“Closing Indebtedness”) derived from the Closing Admin/Obligor Balance Sheet, (v) a calculation in reasonable detail of Closing Date Legacy Reserves and Affiliated Entity Reinsurance Company Cash derived from the Closing Affiliated Reinsurance Entity Balance Sheet, (vi) a calculation in reasonable detail of FIC Equity derived from the Closing FIC Balance Sheet, (vii) the final amount of Transaction Expenses and (viii) calculations in reasonable detail of the Purchase Price Adjustment and Commutation Payment Adjustment based on the foregoing. The Closing Statement shall be prepared in accordance with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsApplicable Accounting Principles. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final The Closing Statement for shall become final, binding and conclusive upon Seller and Purchaser on the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five thirtieth (4530th) days of the Reinsurerday following Seller’s receipt of the Final Closing Statement, the Reinsurer may deliver unless prior to such thirtieth (30th) day Seller delivers to Purchaser a written notice (the a “True-Up Dispute NoticeNotice of Disagreement”) to Aspen of any objections, stating that Seller believes the Closing Statement contains mathematical errors or was not prepared in accordance with the Applicable Accounting Principles and specifying in reasonable detail any contested amounts each item that Seller disputes (each, a “Disputed Item”), the amount in dispute for each such Disputed Item and the basis therefor, which reasons supporting Seller’s positions. Seller shall not challenge the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) on any other basis, and Seller shall be deemed to be accepted by have agreed with all other items and amounts contained in the Reinsurer as final, except Closing Statement delivered pursuant to the extent that such amounts are affected by any disputed amountsSection 2.3(a). (c) If Aspen During the thirty (30) -day period following the delivery of a Notice of Disagreement (such period of time, the “Resolution Period”), Seller and the Reinsurer are unable Purchaser shall seek in good faith to resolve all disagreements in writing any differences that they may have with respect to the Final matters specified in the Notice of Disagreement. During the Resolution Period, Purchaser and its auditors shall have access to all of the working papers of Seller prepared in connection with the Notice of Disagreement, and Seller and his auditor shall have access to all working papers of Purchaser prepared in connection with the Closing Statement. In the event that Seller and Purchaser are unable to agree on any item or items shown or reflected in the Notice of Disagreement within the Resolution Period, each of Seller and Purchaser shall prepare separate written reports of such unresolved item or items specified in the Notice of Disagreement and deliver such reports, along with copies of the Notice of Disagreement and the Closing Statement marked to indicate those line items that remain in dispute, to the Independent Accountant within fifteen (15) days after the expiration of the Resolution Period. The failure of either such party to timely deliver its initial written statement or response to such other party’s initial written statement shall constitute a waiver of such party’s right to submit the same, and the Independent Accountant shall rule in favor of the other party in all issues. The parties hereto shall use their respective reasonable best efforts to cause the Independent Accountant to, as soon as practicable and in any event within thirty (30) days following ▇▇▇▇▇’s receipt after receiving such written reports, determine whether and to what extent (if any) the Closing Statement requires adjustment with respect to the calculation of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documentsset forth therein; provided, however, that at the request dollar amount of either Aspen or the Reinsurer, a meeting each item in dispute shall be held at which determined within the Parties may present their viewsrange of dollar amounts proposed by Seller in the Notice of Disagreement, on the one hand, and Purchaser in the Closing Statement, on the other hand. The parties hereto acknowledge and agree that both Aspen (i) the review by and determinations of the Reinsurer Independent Accountant shall have equal access be limited to, and only to, the unresolved item or items contained in the reports prepared and submitted to the Independent Actuary, Accountant by Seller and that all Purchaser and (ii) the determinations by the Independent Accountant shall be based solely on (A) such reports submitted by Seller and Purchaser and the basis for Seller’s and Purchaser’s respective positions and (B) this Section 2.3 and the Applicable Accounting Principles. Seller and Purchaser agree to enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement. The parties hereto shall use their reasonable best efforts to cooperate with each other and to cooperate with and provide information and documents which either Party delivers documentation, including work papers, to assist the Independent Accountant. Any such information or makes available documentation provided by any party hereto to the Independent Actuary Accountant shall be furnished concurrently delivered to the other Party as wellparties hereto, subject, in the case of any work papers of such party’s accountants or auditors, to such other parties hereto entering into a customary release agreement with respect thereto. None 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 2.3(c). The review determinations by the Independent Actuary Accountant solely as to the amount of Disputed Items shall be limited solely to the disputed items (in writing and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final final, binding and binding upon, and non-appealable by, the Parties and their respective successors and assigns conclusive for all purposes of this Agreementdetermining the Purchase Price Adjustment and the Commutation Payment Adjustment 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 not subject either party hereto may petition the New York courts to collateral attack for any reason absent manifest error or fraudreduce such decision to judgment. The fees fees, costs and expenses of retaining the Independent Actuary arising from such arbitration Accountant shall be paid borne 50% by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed Seller and 50% by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticePurchaser. (d) If Each party shall use its reasonable best efforts to provide promptly to the New Reinsurance Premium other party all information and reasonable access to employees as finally determined such other party shall reasonably request in connection with review of the Estimated Closing Statement, the Closing Statement or the Notice of Disagreement, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to Purchaser and its representatives entering into any undertakings required by Seller’s accountants in connection herewith), and shall otherwise cooperate in good faith with such other party to arrive at a final determination of the Closing Statement. (e) Within two (2) Business Days after the Closing Statement is finalized pursuant to sub-sections (c) and (d) of this Section 3.3 is 2.3: (i) greater than if the Estimated New Reinsurance Premium (such differencePurchase Price Adjustment is a positive amount, a “Positive Adjustment Amount”), then Aspen Seller shall pay Purchaser an aggregate amount equal to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)Purchase Price Adjustment, by wire transfer of immediately available funds to one an account or more accounts previously designated in writing by Purchaser; or (ii) if the ReinsurerPurchase Price Adjustment is a negative amount, Purchaser shall pay Seller an aggregate amount equal to the Positive Adjustment Amount within five (5) Business Days following final determination Purchase Price Adjustment, by wire transfer of the New Reinsurance Premium immediately available funds to an account or accounts previously designated in writing by Seller. Any payment made pursuant to this Section 3.3 2.3(e) shall be treated for all applicable Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law. (f) Within two (2) Business Days after the Closing Statement is finalized pursuant to sub-sections (c) and (d) of this Section 2.3: (i) if the Commutation Payment Adjustment is a positive amount, FIC shall pay the Affiliated Reinsurance Entities an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Seller; or (ii) less than if the Estimated New Commutation Payment Adjustment is a negative amount, the Affiliated Reinsurance Premium Entities shall pay FIC an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Purchaser. (iii) Payments due to or from the absolute value of such difference, a “Negative Adjustment Amount”Affiliated Reinsurance Entities pursuant to this Section 2.3(f) shall be made in accordance with the Reinsurance Allocation Schedule; provided that all Affiliated Reinsurance Entities and Seller shall be jointly and severally liable for any payment owed to FIC pursuant to clause (ii), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five (45) 120 days following after the Closing DateDate (or such later date as mutually agreed by Buyer and Seller), Aspen Buyer shall prepare and deliver to Seller (i) a balance sheet of the Reinsurer Company as of the Measurement Time (together with supporting documentation reasonably necessary for Seller to verify such balance sheet, the “Final Balance Sheet”), (ii) worksheets showing Buyer’s calculation of the: (A) Indebtedness of the Company as of the Measurement Time, plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a detailed statement result of the payment thereof on the Closing Date as reflected in the same form applicable Payoff Letter (collectively, “Final Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Closing Statement Measurement Time (“Final Transaction Expenses”), (C) Net Working Capital derived from the Final Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Final Closing StatementNet Working Capital”) setting forth Aspen’s good faith calculation of ), (iD) the New Reinsurance Premium amount of all Incremental Equity Capital, if applicable (including the New Reinsurance Premium Accrued Interest“Final Incremental Equity Capital”), (E) the Roll-forward amount of all Gap Period Extraordinary Expenditures, if any (the “Final Gap Period Extraordinary Expenditures”), and (F) the Interim Tax Amount and (the ULAE Reimbursement “Final Interim Tax Amount”) and (iiiii) Buyer’s calculation of the Initial Required Collateral AmountFinal Closing Securities Payment, in each case, as together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital (if applicable), the Final Gap Period Extraordinary Expenditures (if any), and the Final Interim Tax Amount (together, the “Final Closing Items”) shall be prepared in good faith and on a basis consistent with the Audited Financial Statements. Seller and its representatives shall be entitled to reasonable access during normal business hours to all books and records of the Closing Date, together with all accounting, actuarial and other data and documentation Company as may be reasonably necessary requested by Seller for the Reinsurer purpose of this Section 2.4. Buyer and Seller shall promptly provide to review ▇▇▇▇▇’s proposed final calculations each other all documents reasonably requested by the other to verify any of such amounts. (b) Upon the items set forth in the Final Closing Items calculations. Seller shall have the right for 30 days following receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access Items to all accounting, actuarial and other data and documentation related object to the preparation any of the Final Closing Statement Items or the calculation thereof. Any objection made by Seller shall be made in writing and shall set forth such objection in reasonable detail. Seller shall be deemed to have waived any rights to object under this Section 2.4 unless Seller furnishes its written objections to Buyer within such 30-day period. If Seller delivers an objection within such 30-day period, then Buyer and Seller shall endeavor in good faith to resolve the objections. If, at the end of a 15-day period from the date of delivery of any objection by Seller or such longer period as may be mutually agreed by Buyer and Seller, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for the purpose of, and resolution to the extent Oklahoma City, Oklahoma offices of the accounting firm of Ernst & Young (the “Closing Item Arbitrator”) and, in connection with the engagement for such submission, Seller and Buyer shall execute any engagement, indemnity and other agreements as the Closing Item Arbitrator may reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed require as a customary agreement relating condition to such access to work papers engagement in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days each of the Reinsurer’s receipt Seller and Buyer. The Closing Item Arbitrator shall determine the Final Closing Securities Payment as promptly as reasonably practicable after the objections that remain in dispute are submitted to the Closing Item Arbitrator, but in any event within 30 days after such objections that remain in dispute are submitted to the Closing Item Arbitrator. If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of Buyer and Seller shall furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may request and are reasonably available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such determination with the Closing Item Arbitrator, provided that neither Seller nor Buyer shall engage in any communication or correspondence with the Closing Item Arbitrator outside of the presence, or without the inclusion, of the other; (ii) the Closing Item Arbitrator must not adopt an amount of the Final Closing Statement, Securities Payment that is greater than the Reinsurer may deliver written notice amount submitted by Seller or less than the amount submitted by Buyer; and (iii) the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and determination by the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final Item Arbitrator of the Final Closing Statement Securities Payment, as determined set forth in a written notice delivered to both Buyer and Seller by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Closing Item Arbitrator, shall be deemed to made in accordance with this Agreement and the Sample Balance Sheet and shall be accepted by binding and conclusive on the Reinsurer as parties and, absent manifest error, shall constitute an arbitral award that is final, except to the extent that binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in connection with any such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documentsobjection; provided, however, that at the request of either Aspen or the ReinsurerBuyer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuaryon one hand, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to Seller, on the other Party as well. The review by hand, shall bear one-half of the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees costs and expenses of the Independent Actuary arising from such arbitration Closing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, the Closing Item Arbitrator and procedures set forth herein shall be paid by the Parties pro rata based on where sole method for resolving any disputes regarding the Independent Actuary’s Final Closing Securities Payment or the provisions of this Section 2.4, provided that this Section 2.4 shall not affect the respective rights of Buyer or Seller under ARTICLE IX. Following the final determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined Securities Payment pursuant to this Section 3.3 2.4, if the Final Closing Securities Payment is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), Closing Securities Payment then Aspen Buyer shall pay to Seller the Reinsurer (or to amount of the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Final Adjustment Amount promptly (but in any event within five (5) Business Days following final of the determination of the New Reinsurance Premium pursuant to this Section 3.3 Final Closing Securities Payment) or (ii) less if the Closing Securities Payment is greater than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”)Final Closing Securities Payment, then Aspen Seller shall reduce pay to Buyer the Funds Withheld Account Balance by amount of the Negative Final Adjustment AmountAmount promptly (but in any event within five Business Days of the determination of the Final Closing Securities Payment).

Post-Closing Adjustment. (ai) No later Not earlier than forty-five two (452) calendar days following before the Closing Date, Aspen Representatives of Sellers and Buyer shall have jointly conducted a count of Inventory (“Closing Inventory”) included in the Purchased Assets (the “Closing Inventory Count”), based on the mutually agreed process and methodology for the Closing Inventory Count included in Exhibit B hereto. (ii) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Reinsurer Sellers a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith its calculation of (iA) Closing Debt, (B) all Closing Inventory (based on the Closing Inventory Count), (C) Closing Transaction Expenses, and (D) the New Reinsurance Premium Post-Closing Adjustment (including as defined below), which statement will contain an unaudited balance sheet of the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Business as of the Closing Date, together with all accounting, actuarial Date (without giving effect to the transactions contemplated herein other than payment of Debt and other data Transaction Expenses actually paid as contemplated by Section 2.06) and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsClosing Debt, Closing Transaction Expenses, Closing Inventory and the Post-Closing Adjustment. (biii) Upon receipt of Within thirty (30) days after the Buyer delivers the Final Closing StatementStatement to the Sellers (the “Review Period”), the Reinsurer Sellers may deliver to the Buyer a written notice specifying in reasonable detail any objections thereto and its authorized Representatives the Sellers’ proposed calculation of any item to which the Seller so objects (an “Objection Notice”). During the Review Period, the Sellers will be given reasonable have access to all accountingthe Buyer’s work papers, actuarial books and other data and documentation related records to the preparation of extent as they relate to the Final Closing Statement for purposes of review under this Section, provided that such request does not unreasonably interfere with the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days normal business operations of the Reinsurer’s receipt Buyer. Failure of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) Sellers to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to duly deliver such True-Up Dispute an Objection Notice within the prescribed time such thirty (30)-day period will constitute the Reinsurer’s acceptance by Sellers, as final final, of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted proposed by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsBuyer. (civ) If Aspen the Seller so timely delivers an Objection Notice, the Buyer and the Reinsurer Sellers will attempt in good faith to reach an agreement as to the matter in dispute. (v) If the Buyer and the Sellers are unable to resolve all disagreements any disagreement with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇the Buyer’s receipt of a True-Up Dispute Notice the Objection Notice, then any disputed items will be submitted to and determined by an independent accounting firm mutually selected by the Buyer and the Sellers (the “True-up Dispute Cooling-Off PeriodIndependent Accountant”)) acting as experts and not arbitrator; provided, the items and amounts in however, such parties may mutually agree on an extended period to resolve any such dispute shall be submitted for review before submitting it to the Independent Actuary for final Accountant. The Independent Accountant will be given reasonable access to all of the records of the Sellers and the Buyer to resolve any disputed item regarding the Final Closing Statement and will be instructed to submit its determination in writing with respect to any disputed matters to Buyer and the Sellers within forty-five twenty (4520) days after such submission. The Independent Actuary shall Accountant will only decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review specific items under dispute by the Independent Actuary shall be limited solely to the parties and its decision for each disputed items (and any items affected thereby) and amounts amount in the True-Up Dispute Objection Notice that remain unresolved. Any determination by the Independent Actuary shall not must be outside within the range defined by the respective amounts of values assigned to each such item in the Final Closing Statement and the True-Up Dispute Objection Notice, respectively. The Sellers and the Buyer will be entitled to present any materials they deem appropriate to the Independent Accountant, including a meeting, with all parties present (to the extent such determination shall parties desire to be final and binding uponpresent in such meeting), and non-appealable by, the Parties and to discuss their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. position. (vi) The fees and expenses of the Independent Actuary arising from such arbitration shall Accountant will be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ ▇▇▇, on the one hand, and by ▇▇▇▇▇, on the other hand, in inverse proportion based upon the percentage that the disputed amounts in the Final Closing Statement and Objection Notice awarded to Sellers under Section 2.07(b)(iv) bear to the aggregate amount claimed by of the Reinsurer disputed amounts in the True-Up Dispute Objection Notice. (dvii) If the New Reinsurance Premium as finally determined The Final Closing Statement (properly disputed under this Section) will, after resolution of such dispute pursuant to this Section 3.3 is (i) greater than Section, be final, binding and conclusive on all parties for the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or Post-Closing Adjustment Base (iias defined below) less than the Estimated New Reinsurance Premium and Post-Closing Adjustment (the absolute value of such difference, a “Negative Adjustment Amount”as defined below), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later Not less than forty-five ten (4510) days following Business Days prior to the Closing Date, Aspen Seller shall deliver to Buyer its good faith estimate of the Reinsurer a detailed statement prorations and adjustments to be made with respect to the Purchase Price calculated in accordance with Section 2.5 hereof, including all estimated accrued liabilities and the same form as the Closing Statement deposits and prepaid expenses allocated in accordance with Section 2.5(a) (the “Final Closing Preliminary Adjustment Statement”). Seller shall, upon delivery of such Preliminary Adjustment Statement, permit Buyer and its representatives reasonable access to the accounting records and accountant work papers (if any) setting forth Aspen’s good faith calculation of (i) used in connection with the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as preparation of the Closing DatePreliminary Adjustment Statement. The Preliminary Adjustment Statement shall be prepared in accordance with generally accepted accounting principles, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsconsistently applied. (b) Upon receipt Within thirty (30) days after the Closing Date, Seller shall prepare and deliver to Buyer an itemized list of the Final final prorations and adjustments calculated in accordance with Section 2.5 (the “Closing Adjustment Statement”). The Closing Adjustment Statement shall include a description of the net amount payable by Buyer or Seller as an adjustment pursuant to Section 2.5 hereof (the “Closing Adjustment Amount”). The Closing Adjustment Statement shall be prepared in accordance with generally accepted accounting principles, consistently applied. Seller shall, upon delivery of such Closing Adjustment Statement, the Reinsurer permit Buyer and its authorized Representatives will be given representatives reasonable access to all accounting, actuarial the accounting records and other data and documentation related to accountant work papers (if any) used in connection with the preparation of the Final Closing Adjustment Statement. (c) Within thirty (30) days after the date the Closing Adjustment Statement for is delivered to Buyer, Buyer shall complete its examination of the purpose ofClosing Adjustment Statement and shall deliver to Seller either (i) the written acknowledgement of its acceptance of the Closing Adjustment Statement and the Closing Adjustment Amount, and or (ii) a written report setting forth any proposed adjustments to the extent reasonably necessary for, verifying Closing Adjustment Statement and the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice Adjustment Amount (the “True-Up Dispute NoticeAdjustment Report”). In the event Buyer, within such thirty (30) to Aspen of any objectionsday period, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer fails to deliver such True-Up Dispute Notice within an Adjustment Report, the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Adjustment Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by correct and the Reinsurer as final, except Closing Adjustment Amount to the extent that such amounts are affected by any disputed amountshave been finally determined for purposes of Section 2.6(e) hereof. (cd) If Aspen In the event Seller and Buyer fail to agree on any or all of the Reinsurer are unable to resolve all disagreements with respect proposed adjustments to the Final Closing Statement Adjustment Amount contained in the Adjustment Report within thirty (30) days following ▇▇▇▇▇’s receipt after Buyer receives the Adjustment Report, then any party hereto may retain a nationally-recognized independent certified public accounting firm as may be mutually agreed upon by the parties of a True-Up Dispute Notice the need for its services as an independent auditor and not for Seller or Buyer (the “True-up Dispute Cooling-Off PeriodIndependent Auditor”), the items and amounts in dispute . The Independent Auditor shall be submitted for review instructed to make the final determination with respect to the Independent Actuary for final determination correctness of the Adjustment Report in accordance with the terms and provisions of this Agreement within forty-five thirty (4530) days after such submissionthe submission thereof. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review decision by the Independent Actuary shall be limited solely Auditor as to the disputed items adjustments that should be made to the Closing Adjustment Statement (and any items affected therebythe “Final Adjustment”) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, on Seller and non-appealable by, Buyer. Buyer and Seller shall share equally the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees costs and expenses of the Independent Actuary arising from such arbitration Auditor but each party hereto shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement bear its own legal and the amount claimed by the Reinsurer in the True-Up Dispute Noticeother expenses, if any. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (ai) No As soon as practicable, but no later than forty-five ninety (4590) days following after the Closing Date, Aspen Buyer shall prepare and deliver to Sellers a statement setting forth its calculation of Closing Working Capital (as measured against Target Working Capital), Indebtedness, Transaction Expenses, and the Reinsurer resulting calculation of the Closing Consideration, calculated in a detailed statement manner consistent with the account categories used in the same form Estimated Closing Statement, which statement shall also contain a balance sheet of the Business as of the Effective Time (without giving effect to the transactions contemplated herein) (the “Closing Statement”), together with reasonable supporting documentation and a certificate of the Chief Financial Officer of Buyer that the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s was prepared in good faith calculation of (i) and in accordance with GAAP applied using the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interestsame accounting methods, the Roll-forward Amount practices, principles, policies and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amountprocedures, in each caseall material respects, as of the Closing Datewith consistent classifications, together with all accounting, actuarial judgments and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to estimation methodologies that were used in the preparation of the Final Closing Statement Annual Financial Statements for the purpose of, and most recent fiscal year end (to the extent reasonably necessary for, verifying the Final same are in accordance with GAAP) as if such accounts were being prepared and audited as of a fiscal year end. (ii) The post-closing adjustment shall be an amount equal to the aggregate Closing Consideration (as adjusted pursuant to the Closing Statement) minus the Estimated Closing Consideration (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment. Any payment of the Post-Closing Adjustment shall (A) be due either (x) within five (5) Business Days of acceptance of the applicable Closing Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.06(c)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers, as the case may be; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within fortyPost-Closing Adjustment not paid by Sellers within five (455) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration Business Days shall be paid by wire transfer of immediately available funds by the Parties pro rata based on where Escrow Agent from the Independent Actuary’s Escrow Amount. If the Post-Closing Adjustment to be paid by the Sellers exceeds the Escrow Amount, the Sellers shall pay (or cause to be paid) an amount equal to such excess to Buyer not later than five (5) Business Days after final determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Post-Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined Adjustment pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)2.06, by wire transfer of immediately available funds to one or more accounts designated in writing an account specified by Buyer. Buyer and Seller shall promptly deliver joint written instructions to the Reinsurer, Escrow Agent instructing the Positive Adjustment Amount within five (5) Business Days following final determination of Escrow Agent to deliver the New Reinsurance Premium applicable amounts due to the Buyer pursuant to this Section 3.3 or 2.03(b)(iii). Sellers shall promptly, and in any event within ten (ii10) less than Business Days, deposit with the Estimated New Reinsurance Premium (Escrow Agent the absolute value amount of such difference, a “Negative any Post-Closing Adjustment Amount”), then Aspen shall reduce paid to Buyer from the Funds Withheld Account Balance by the Negative Adjustment Escrow Amount.

Post-Closing Adjustment. (a) No later than forty-five (45) Within 60 days following after the Closing Date, Aspen shall Moldflow will prepare and deliver to the Reinsurer a detailed statement in the same form as the Closing Statement Husky written notice (the “Final Closing Statement”"Adjustment Notice") setting forth Aspen’s good faith calculation containing (A) an unaudited balance sheet of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Business as of the close of business on the Closing DateDate (the "Closing Balance Sheet"), together (B) Moldflow's calculation of the Net Working Capital as at the Closing Date (the "Closing Net Working Capital") determined based on the Closing Balance Sheet and (C) Moldflow's calculation of the amount of any payment required pursuant to Section 2.6(i). Except as set forth in Section 3.4(b) of the Seller Disclosure Schedule, the Closing Balance Sheet will be prepared in a manner consistent with the Interim Balance Sheet. For the purposes of valuing all accountingnon U.S. dollar denominated assets and liabilities on the Closing Balance Sheet, actuarial and other data and documentation reasonably necessary for the Reinsurer to review source of exchange rates will be those found on ▇▇▇.▇▇▇▇▇’s proposed final calculations ▇▇▇▇▇▇▇▇▇.▇▇▇ taken as of such amountsthe close of business on June 29, 2007. (b) Upon receipt During the period from the Closing Date until the date of delivery of the Final Closing StatementBalance Sheet, the Reinsurer Husky shall give Moldflow such assistance and its authorized Representatives will be given reasonable access to all accounting, actuarial the books and other data and documentation related records relating to the preparation Business and comprising part of the Final Purchased Assets as Moldflow may reasonably request in order to enable it to prepare the Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsBalance Sheet. (c) Forthwith after the Closing Date until the date of delivery of the Closing Balance Sheet, and in the event that such information is available in the sole discretion of Seller acting reasonably, Seller will use reasonable efforts to provide Buyer with preliminary drafts or portions of certain financial information (the "Preliminary Information") that will be used by Seller to prepare the Closing Balance Sheet. Any such Preliminary Information will be provided to Buyer as it becomes available on an as is basis, will not be audited, will not constitute the Closing Balance Sheet and will be in preliminary form, subject to material change. Buyer expressly agrees that Seller makes no representations and warranties about any such Preliminary Information, which shall be provided on an "as is" basis and that the use of such Preliminary Information by Buyer is at its sole risk. (d) For the purpose of assisting and facilitating Buyer in confirming that the Closing Balance Sheet is being and will be prepared in a manner consistent with the Interim Balance Sheet (except as set forth in Section 3.4(b) of the Seller Disclosure Schedule) including the application of Seller's accounting principles, policies and practices, Moldflow will, at Buyer's request, use commercially reasonable efforts to assist Buyer and its independent accountant in carrying out the specified procedures listed in Exhibit D (the "Specified Procedures"), provided that: (A) the covenant to assist Buyer and its independent accountant in Section 2.6(d) in no way changes the basis for the preparation of the Closing Balance Sheet set out in Sections 2.6 and 3.4(b) and does not expand or change the scope of the representation and warranty of Moldflow in Section 3.4; (B) Moldflow shall only be obligated to provide such assistance if requests for assistance hereunder do not unduly interfere with the ordinary conduct of business by the Seller; and (C) Moldflow shall not be responsible for the costs of Husky's independent accountant in carrying out the Specified Procedures. Notwithstanding the foregoing, nothing herein obligates Moldflow to disclose any information, records, files or other data to Buyer or its independent accountant to the extent such disclosure is prohibited by any applicable Laws or if the consent of any Person or Governmental Authority is required to permit Moldflow to release such information, records, files or data to Husky and such consent has not been obtained following commercially reasonable efforts diligently made by Moldflow to obtain it. (e) Within 30 days after delivery of the Adjustment Notice, Husky will deliver to Moldflow a written response in which Husky will either: (i) agree in writing with Moldflow's calculation of the Closing Net Working Capital as set forth in the Adjustment Notice, in which case such calculation of the Closing Net Working Capital will be final and binding on the parties for purposes of Section 2.6(i); or (ii) dispute Moldflow's calculation of the Closing Net Working Capital as set forth in the Adjustment Notice by delivering to Moldflow a written notice (a "Dispute Notice") setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (f) If Aspen Husky fails to take either of the foregoing actions within 30 days after delivery of the Adjustment Notice, then Husky will be deemed to have irrevocably accepted Moldflow's calculation of the Closing Net Working Capital as set forth in the Adjustment Notice, in which case, such calculation of the Closing Net Working Capital will be final and binding on the Reinsurer parties for purposes of Section 2.6(i). (g) If Husky delivers a Dispute Notice to Moldflow within 30 days after delivery of the Adjustment Notice, then Husky and Seller will attempt in good faith, for a period of 30 days, to agree in writing on the calculation of the Closing Net Working Capital for purposes of Section 2.6(i). Any resolution by Husky and Moldflow during such 30-day period as to any disputed items will be final and binding on the Parties for purposes of Section 2.6(i). If Husky and Moldflow do not resolve all disputed items by the end of 30 days after the date of delivery of the Dispute Notice, then Husky and Moldflow will submit the remaining items in dispute to Deloitte & Touche USA LLP for resolution, or if that firm is unwilling or unable to serve, Husky and Moldflow will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of, or adviser to, either Husky or Moldflow and is otherwise independent of each of the Parties. If Husky and Moldflow are unable to resolve all disagreements jointly select such independent accounting firm within 10 days after such 30-day period, Husky, on the one hand, and Moldflow, on the other hand, will each select an independent accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which firm is not the regular auditing firm of, or adviser to, either Husky or Moldflow; provided, that if either Husky, on the one hand, or Moldflow, on the other hand, fail to select such independent accounting firm during this 10-day period, then the Parties agree that the independent accounting firm selected by the other Party is deemed to be the independent accounting firm selected by the Parties for purposes of this Section 2.6 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the "Independent Accounting Firm"). Husky and Moldflow will instruct the Independent Accounting Firm to render its determination with respect to the Final items in dispute referred to in the Dispute Notice in a written report that specifies the conclusions of the Independent Accounting Firm as to each such item in dispute and the resulting calculation of the Closing Statement Net Working Capital. Husky and Moldflow will instruct the Independent Accounting Firm to render its determination as soon as practicable after referral of the items to such firm but in any event within thirty (30) 30 days following ▇▇▇▇▇’s receipt such referral. The determinations of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review Independent Accounting Firm with respect to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party Closing Net Working Capital as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts set forth in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall its report will be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns for all purposes of Section 2.6(i). Moldflow will revise the Closing Balance Sheet and the calculation of the Closing Net Working Capital as appropriate to reflect the resolution of the issues in dispute pursuant to this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudSection 2.6(g). The fees and expenses of the Independent Actuary arising from such arbitration shall Accounting Firm will be paid shared by Husky and Moldflow in inverse proportion to the Parties pro rata based on where the Independent Actuary’s determination relative amounts of the New Reinsurance Premium falls in comparison disputed amount determined to be for the amount claimed by ▇▇▇▇▇ in the Final Closing Statement account of Husky and the amount claimed by the Reinsurer in the True-Up Dispute NoticeMoldflow, respectively. (dh) For purposes of complying with this Section 2.6, the Parties will furnish to each other and to the Independent Accounting Firm as soon as practicable such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. Either Party may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the Party provided to the Independent Accounting Firm pursuant to this Section 2.6. (i) If the New Reinsurance Premium Closing Net Working Capital as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral 2.6 is less than the Initial Required Collateral Amount)Interim Net Working Capital, then Moldflow will pay to Husky the amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the date of such payment at a rate of 5% per annum. If the Closing Net Working Capital as finally determined pursuant to this Section 2.6 is greater than the Interim Net Working Capital, then Husky will pay to Moldflow the amount of such difference in cash plus interest thereon (calculated based on the actual number of days elapsed in a year consisting of 365 days) from the Closing Date through and including the date of such payment at a rate of 5% per annum. (j) Any payment to Husky pursuant Section 2.6(i) will be effected by wire transfer of immediately available funds from Moldflow to an account designated by Husky, and any payment to Moldflow pursuant to Section 2.6(i) will be effected by wire transfer of immediately available funds to one or more accounts an account designated in writing by the Reinsurer, the Positive Adjustment Amount Moldflow. Such payments will be made within five (5) Business Days following the final determination of the New Reinsurance Premium Closing Net Working Capital in accordance with this Section 2.6. (k) The payment pursuant to this Section 3.3 or 2.6(i) (ii) less other than the Estimated New Reinsurance Premium (portion thereof that is attributable to the absolute value payment of such difference, a “Negative Adjustment Amount”interest pursuant to Section 2.6(i), then Aspen shall reduce the Funds Withheld Account Balance ) will be treated by the Negative Adjustment AmountParties as an adjustment to the Initial Purchase Price. The Initial Purchase Price as so adjusted is referred to in this Agreement as the "Purchase Price."

Post-Closing Adjustment. (ai) No later than forty-five (45) Within 90 days following after the Closing Date, Aspen shall New Holdco will prepare and deliver to the Reinsurer ▇▇▇▇▇▇▇▇▇ ▇▇ Parties a detailed statement in setting forth its calculation of Closing Working Capital, which statement will contain a balance sheet of the same form Remington Companies (other than Marietta Leasehold LP) on a consolidated basis as of the Closing Statement Date (without giving effect to any of the “Final Transactions), a balance sheet of Marietta Leasehold LP on a consolidated basis as of the Closing Statement”) setting forth Aspen’s good faith calculation Date (without giving effect to any of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestTransactions), the RollNon-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, Current Stock Plan Liability as of the Closing Date, together the Closing Working Capital Statement and a certificate of the senior accounting officer of New Holdco that (x) the Closing Working Capital Statement (other than the Non-Current Stock Plan Liability and Estimated Pro Rated Incentive Fees) was prepared in accordance with all accountingGAAP applied using the same accounting methods, actuarial practices, principles, policies and other data procedures, with consistent classifications, judgments and documentation reasonably necessary valuation and estimation methodologies that were used in the preparation of the Audited 2018 Carve-Out Financial Statements (in the case Remington and its consolidated subsidiaries) and the Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as if such Closing Working Capital Statement were being prepared and audited as of a fiscal year end, and (y) the Non-Current Stock Plan Liability was calculated applying the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to calculate the Non-Current Stock Plan Liability set forth in Schedule 3.06(a) but with a determination date as of the Closing Date. For the avoidance of doubt, the Estimated Pro Rated Incentive Fees and Estimated Pro Rated Bonus Liabilities for this purpose shall be the Reinsurer same as the Estimated Pro Rated Incentive Fees and Estimated Pro Rated Bonus Liabilities, respectively, provided pursuant to review Section 2.06(a). (ii) If the Post-Closing Adjustment is a positive number, New Holdco will promptly pay to the ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of ▇▇▇▇ ▇▇ Parties in cash an amount equal to the Final Post-Closing StatementAdjustment. Subject to Section 11.01, if the Post-Closing Adjustment is a negative number, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall ▇▇ Parties will promptly pay to the Reinsurer (or New Holdco in cash an amount equal to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountPost-Closing Adjustment.

Post-Closing Adjustment. (a) No later than forty-five (45) Promptly, but in any event within 60 days following after the Closing Date, Aspen the Buyer shall (X) prepare and deliver to the Reinsurer Sellers’ Representative a detailed statement in balance sheet of the same form as the Closing Statement Company (the “Final Closing StatementBalance Sheet”) setting forth Aspen(prepared in accordance with Exhibit A and the Accounting Principles, provided that in the event of a conflict between Exhibit A and the Accounting Principles, Exhibit A shall prevail), which will reflect in reasonable detail the Buyer’s good faith calculation determination of the Final Net Purchase Price and (i) the New Reinsurance Premium unpaid Company Transaction Expenses (including which shall be included as a liability of the New Reinsurance Premium Accrued InterestCompany on the Closing Balance Sheet), the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral AmountWorking Capital Deficiency, if any, (iii) the Working Capital Surplus, if any, (iv) the Indebtedness of the Company, and (v) the Closing Cash, in each case, case as of the Adjustment Time, and (Y) deliver to the Sellers’ Representative the Closing DateBalance Sheet, together with all accountinga certificate of the Buyer executed on its behalf by its Chief Financial Officer confirming that the Closing Balance Sheet was properly prepared in good faith and in accordance with Exhibit A and the Accounting Principles, actuarial provided that in the event of a conflict between Exhibit A and other data the Accounting Principles, Exhibit A shall prevail. For the avoidance of doubt, the provisions of Exhibit A shall be interpreted so as to avoid double counting (whether positive or negative), of any item to be included in the Closing Balance Sheet, including Working Capital, Company Transaction Expenses, Closing Cash and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amountsIndebtedness. (b) Upon If the Sellers’ Representative in good faith disagrees with the Buyer’s determination of the Final Net Purchase Price, the Company Transaction Expenses, Working Capital Deficiency, Working Capital Surplus, Indebtedness and/or Closing Cash in each case as reflected on the Closing Balance Sheet, the Sellers’ Representative may, within 30 days after receipt of the Final Closing StatementBalance Sheet, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed deliver a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute NoticeNotice of Disagreement”) to Aspen the Buyer setting forth each item of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure dispute (each an “Item of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off PeriodDispute”), the items reasonable basis for such dispute and amounts in dispute the Sellers’ Representative’s calculation of such Item of Dispute. If the Buyer does not receive a Notice of Disagreement within 30 days after delivery by the Buyer of the Closing Balance Sheet, the Closing Balance Sheet shall be submitted for review conclusive and binding upon each of the Parties. If the Buyer receives a Notice of Disagreement from the Sellers’ Representative within 30 days after delivery by the Buyer of the Closing Balance Sheet, the Buyer and the Sellers’ Representative shall attempt in good faith to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Closing Balance Sheet shall be modified to the Independent Actuary for extent necessary to reflect such resolution. During the period between the Buyer’s delivery of the Closing Balance Sheet pursuant to Section 2.6(a) and the final determination within forty-five of the same pursuant to Section 2.6(b), the Buyer shall provide the Sellers’ Representative and its representatives with reasonable access to the books, records, personnel and representatives of the Company, and such other information related to the Company as the Sellers’ Representative or its representatives may reasonably request, so as to enable the Sellers’ Representative and its representatives to analyze the Closing Balance Sheet and the underlying calculations and documents related thereto. If any Item of Dispute remains unresolved as of the 30th day after timely delivery by the Seller of the Notice of Disagreement, the Buyer and the Sellers’ Representative shall jointly retain an impartial, nationally recognized firm of chartered professional accountants agreeable to both the Buyer and Sellers’ Representative (45the “Independent Accounting Firm”) to resolve such remaining disagreement, it being understood that any item not included as an Item of Dispute on the Notice of Disagreement shall be conclusive and binding upon each of the Parties as set forth on the Closing Balance Sheet. The Buyer and the Sellers’ Representative shall request that the Independent Accounting Firm render a determination as to each unresolved Item of Dispute as soon as practicable after its retention and in no event greater than 30 days after the engagement of the Independent Accounting Firm, and each of the Buyer, the Sellers’ Representative and each of their respective agents and representatives shall cooperate with the Independent Accounting Firm, and shall provide the Independent Accounting Firm with reasonable access to their respective books, records, personnel and representatives and such submissionother information as the Independent Accounting Firm may reasonably request, so as to enable it to make such determination as quickly and accurately as practicable. The Independent Actuary Accounting Firm shall decide all matters relating consider only those Items of Dispute and amounts related thereto that were set forth in the Closing Balance Sheet and the Notice of Disagreement and that remain unresolved by the Buyer and the Sellers’ Representative, and in resolving any Item of Dispute, the Independent Accounting Firm may not assign a value to any item greater than the procedures to be followed greatest value for resolution of such item claimed by either Party nor less than the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of smallest value for such item claimed by either Aspen or the Reinsurer, a meeting Party. The Independent Accounting Firm’s determination(s) shall be held at which based upon the Parties may present their viewsdefinitions of Company Transaction Expenses, that both Aspen Working Capital Deficiency, Working Capital Surplus, Indebtedness and Closing Cash (as applicable) included herein and in accordance with Exhibit A and the Reinsurer Accounting Principles (provided that in the event of a conflict between Exhibit A and the Accounting Principles, Exhibit A shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as wellprevail). The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent ActuaryAccounting Firm’s determination of each Item of Dispute submitted to it shall be in writing, shall conform with this Section 2.6 and, absent manifest error, shall be conclusive and binding upon each of the New Reinsurance Premium falls in comparison Parties, and the Closing Balance Sheet shall be modified to the extent necessary to reflect such determination(s). The Independent Accounting Firm shall allocate its fees, costs and expenses between the Buyer on the one hand, and the Sellers on the other hand, based upon the percentage which the portion of the contested amount not awarded to each such Person bears to the amount claimed actually contested by ▇▇▇▇▇ such Person. The Company Transaction Expenses, Working Capital Deficiency, Working Capital Surplus, Indebtedness and Closing Cash, in each case as of the Final Closing Statement Adjustment Time and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than 2.6, are referred to herein as the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a Final Company Transaction Expenses,” “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountFinal Working Capital Deficiency,” “Final Working Capital Surplus,” “Final Indebtedness,” and “Final Closing Cash,” respectively.

Post-Closing Adjustment. (a) No later than forty-five one hundred eighty (45180) days following after the Closing Date, Aspen the Buyer shall deliver to the Reinsurer Seller a detailed statement in the same form as final proposed calculation of the Closing Statement Prorations (the “Proposed Final Closing StatementProrations”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) ). Upon receipt of same, Seller will have thirty (30) days to review the Proposed Final Closing StatementProrations and either confirm in writing their agreement with, or dispute of, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Proposed Final Closing Statement for Prorations. If Seller sends written notice to Buyer disputing the purpose of, and to the extent reasonably necessary for, verifying the Proposed Final Closing Statement; providedProrations (which notice shall state in sufficient detail the basis of Seller’s objections), that no independent accountants or independent actuaries of Aspen shall be required the Parties will use their best efforts to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to resolve such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five dispute within fifteen (4515) days of thereafter. If the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer Parties are unable to resolve all disagreements with respect such dispute within such period of time, the issues in dispute will be submitted in writing to the Final Closing Statement a mutually selected independent public accounting firm for a final determination. The determination of such accounting firm shall be made within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice submission and will be final, binding, and conclusive on the Parties. The cost and expenses of any such independent public accounting firm will be shared fifty percent (50%) by Buyer and fifty percent (50%) by Seller. If Seller confirms its agreement in writing with the Proposed Final Closing Prorations or, alternatively, all disputes are finally resolved concerning the Proposed Final Closing Prorations, then the final version of the Proposed Final Closing Prorations will become the “True-up Dispute Cooling-Off PeriodFinal Closing Prorations”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in If the Final Closing Statement Prorations are different from the Estimated Closing Prorations, the Buyer and the True-Up Dispute Notice, and such determination Seller shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns make payments to one another as is required for all purposes each party to receive its full share of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant Prorations due to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)it, by wire transfer of immediately available funds to one or more accounts designated in writing as directed by the ReinsurerBuyer or Seller, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountas applicable.

Post-Closing Adjustment. (ai) No As promptly as reasonably practicable, but in any event not later than forty-five (45) 60 days following after the Closing Date, Aspen the Purchaser shall deliver to the Reinsurer a detailed statement Seller (A) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Closing, which balance sheet shall be prepared in accordance with GAAP from the books and records of the Company and the Subsidiaries using the same form accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet (including the exclusion of footnotes), except as the Closing Statement described on Schedule 1.01(a)-2 (the “Final Closing StatementDate Balance Sheet”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (iiB) the Initial Required Collateral Amount, in each case, as a written statement of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice Net Working Capital (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Date Net Working Capital Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at if there is any discrepancy between the request accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet and the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate, the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate shall be used to prepare the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement with respect to such discrepancy, except that for purposes of either Aspen calculating Net Working Capital immediately prior to the Closing under this Section 2.03(d), deferred revenue and accrued liabilities with respect to existing lease obligations shall be accounted for consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet. (ii) The Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (and the Closing Date Net Working Capital set forth therein) shall be final and binding on the parties unless, within 15 days after delivery thereof to the Seller, written notice is given by the Seller to the Purchaser of its objection, setting forth in reasonable detail the Seller’s basis for objection (the “Objection Notice”). If the Objection Notice is given, the Purchaser and the Seller shall consult with each other in good faith with respect to the objection. If the Purchaser and the Seller are unable to reach agreement within 30 days after the Objection Notice has been given, the dispute shall be submitted, as promptly as reasonably practicable, for resolution to Deloitte & Touche LLP, or such other nationally-recognized accounting firm that is acceptable to the ReinsurerPurchaser and the Seller (the “Neutral Accountant”). The Purchaser and the Seller agree to execute, if requested by the Neutral Accountant, a meeting reasonable engagement letter with the Neutral Accountant. The Neutral Accountant shall make a determination, based solely on presentations by the Seller and the Purchaser and not by independent review, as to (and only as to) each of the items in dispute, and shall be held at which instructed that, in resolving such items in dispute, it must select a position with respect to the Parties may present their views, that both Aspen Closing Date Balance Sheet and the Reinsurer Closing Date Net Working Capital Statement that is either exactly the Purchaser’s position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement or exactly the Seller’s position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, or that is between such position of the Purchaser and such position of the Seller. The Neutral Accountant shall furnish its determination as to the items in dispute (which determination shall have equal access been made in accordance with this Agreement) to the Independent Actuary, Seller and that all information and documents which either Party delivers or makes available to the Independent Actuary Purchaser in writing together with a revised version of the Closing Date Net Working Capital Statement, which shall be furnished have been revised by the Neutral Accountant to the other Party as wellreflect its determination. The review by determination of the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement Neutral Accountant and the True-Up Dispute Notice, and such revised version of the Closing Date Net Working Capital Statement reflecting the Neutral Accountant’s determination shall be final final, conclusive and binding upon, and non-appealable by, the Parties Purchaser and their respective successors the Seller. In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and assigns for all purposes of this Agreementsimilar materials prepared in connection with the Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet, and not subject to collateral attack for any reason absent manifest error or fraudthe Closing Date Net Working Capital Statement. The All fees and expenses relating to the work, if any, to be performed by the Neutral Accountant will be allocated between the Purchaser and the Seller in the same proportion that the aggregate amount of the Independent Actuary arising from disputed items so submitted to the Neutral Accountant that is unsuccessfully disputed by each such arbitration shall be paid party (as finally determined by the Parties pro rata based on where Neutral Accountant) bears to the Independent Actuary’s determination total amount of such disputed items so submitted. The Purchaser and the Seller shall each use reasonable efforts to cause the Neutral Accountant to render its decision as soon as reasonably practicable (but in no event later than thirty (30) days following the expiration of the New Reinsurance Premium falls in comparison 30-day period provided above for the Purchaser and the Seller to resolve disputes before submission to the amount claimed Neutral Accountant), including by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed promptly complying with all reasonable requests by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium Neutral Accountant for information, books, records, and similar items. The Closing Date Net Working Capital Statement as finally determined pursuant to this Section 3.3 2.03(d) shall be referred to as the “Final Closing Date Net Working Capital Statement,” and the Closing Date Net Working Capital as set forth in the Final Closing Date Net Working Capital Statement shall be the “Final Closing Date Net Working Capital.” (iii) During the period following the delivery of the Closing Date Balance Sheet until the Final Closing Date Net Working Capital Statement is finally determined, to the extent reasonably necessary, the Purchaser shall and shall cause the Company and any other Affiliates of the Purchaser to (iA) provide the Seller and the Seller’s authorized representatives with reasonable access to the financial books and records of the Company and the Subsidiaries, (B) provide the Seller as promptly as practicable after the delivery of the Closing Date Balance Sheet with financial information for the Company for the period ending on the Closing Date, and (C) cooperate fully with the Seller and the Seller’s authorized representatives. (iv) If the Final Closing Date Net Working Capital is: (A) greater than the Estimated New Reinsurance Premium (such differenceClosing Date Net Working Capital, a “Positive Adjustment Amount”), then Aspen the Purchaser shall pay to the Reinsurer (or Seller a dollar amount equal to the applicable Trust Accountsdifference between the Final Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital, to plus interest on such amount at the extent that Federal Funds Rate from the Reinsurer’s Posted Collateral is less than Closing Date through the Initial Required Collateral Amount), by wire transfer date of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five payment; or (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (iiB) less than the Estimated New Reinsurance Premium Closing Date Net Working Capital, the Seller shall pay to the Purchaser a dollar amount equal to the difference between the Estimated Closing Date Net Working Capital and the Final Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (C) equal to the absolute value of such differenceEstimated Closing Date Net Working Capital, a “Negative Adjustment Amount”no payment shall be required to be made pursuant to this Section 2.03(d)(iv), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five (45Schedule 2.5(a) days following of the Closing DateSeller Disclosure Schedule sets forth the Most Recent Statement of Net Assets, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of adjusted (i) to reflect Net Assets as if the New Reinsurance Premium (including Business had not factored any receivables prior to the New Reinsurance Premium Accrued Interestdate shown therein, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) to exclude the Initial Required Collateral Amount, in each case, as impact of the Closing DateJoint Ventures and the Venture Investments and (iii) to exclude the line items for “Goodwill,” “Intangible Assets,” “Accumulated Amortization — Intangible Assets,” “Property, together with all accountingPlant & Equipment, actuarial Net” and other data and documentation reasonably necessary for “Sold Receivables Liability” (as so adjusted, the Reinsurer to review ▇▇▇▇▇’s proposed final calculations “Adjusted Most Recent Statement of such amountsNet Assets”). (b) Upon receipt As promptly as practicable following the Initial Closing Date but in no event later than ninety (90) days thereafter, the Purchaser will prepare and deliver to the Seller an unaudited statement of Net Assets as of the Final close of business (Chicago time) on the Initial Closing StatementDate (the “Preliminary Closing Date Statement of Net Assets”), which shall be prepared on a basis consistent with the Adjusted Most Recent Statement of Net Assets, provided that such statement shall not be adjusted as set forth in Section 2.5(a)(i) which shall result, for the avoidance of doubt, in the exclusion of any factored receivables as of the Initial Closing Date (such adjustment, an illustrative example of which is set forth in Schedule 2.5(b) of the Seller Disclosure Schedule, the Reinsurer “Closing Date Factored Receivables Adjustment”), and which statement shall reflect Net Assets as of the Initial Closing Date as so adjusted (the “Preliminary Net Assets”). Each party agrees to consult in good faith and cooperate with the other party and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to employees regarding the preparation of the Final Preliminary Closing Date Statement for the purpose ofof Net Assets, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers including by making its employees available to the Reinsurer unless other party as reasonably requested. The parties agree that the Reinsurer has signed a customary agreement relating Preliminary Closing Date Statement of Net Assets shall be prepared with respect to such access to work papers the entire Business, including any portion of the Acquired Assets and Assumed Liabilities that transfers or is assumed at an Additional Closing. In addition, in form and substance reasonably acceptable to such independent accountants the preparation of the Preliminary Closing Date Statement of Net Assets, the items that would have constituted Malaysia Acquired Assets or independent actuariesMalaysia Assumed Liabilities if the Malaysia Closing had occurred at the same time as the Initial Closing shall be treated as assets or liabilities, as applicablethe case may be, notwithstanding that the transfer, assignment and assumption of such assets and liabilities will not occur until the Malaysia Closing. Within forty-five (45) days Together with the Preliminary Closing Date Statement of the Reinsurer’s receipt of the Final Closing StatementNet Assets, the Reinsurer may Purchaser shall deliver written notice to the Seller a preliminary reference statement (the “True-Up Dispute NoticeMalaysia Preliminary Reference Statement” and, together with the Preliminary Closing Date Statement of Net Assets, the “Preliminary Statements”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have with respect to the Final items set forth on the Preliminary Closing Statement. The failure Date Statement of Net Assets that would have constituted Malaysia Acquired Assets or Malaysia Assumed Liabilities if the Malaysia Closing had occurred at the same time as the Initial Closing and otherwise prepared in accordance with the standards used to prepare the Preliminary Closing Date Statement of Net Assets (the excess of the Reinsurer Malaysia Acquired Assets over the Malaysia Assumed Liabilities being hereinafter referred to deliver such True-Up Dispute Notice within as the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts“Malaysia Transferred Net Assets”). (c) The Seller shall have sixty (60) days following delivery to the Seller of the Preliminary Statements during which to review the Preliminary Statements, and to notify the Purchaser if it believes that (i) the Preliminary Statements were not prepared on a basis consistent with the Adjusted Most Recent Statement of Net Assets (as modified by the Closing Date Factored Receivables Adjustment), (ii) the Preliminary Statements contain mathematical errors, or (iii) the calculation of Net Assets was not in accordance with the definition of Net Assets contained herein, and, in any case, the Seller’s notice shall specify the reasons therefor in reasonable detail. If Aspen the Seller fails to properly notify the Purchaser of any such dispute within such sixty (60)-day period, the Preliminary Statements and the Reinsurer Preliminary Net Assets reflected on the Preliminary Closing Date Statement of Net Assets shall be deemed final. In the event that the Seller shall so notify the Purchaser of any dispute, the Seller and the Purchaser shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Preliminary Statements and Preliminary Net Assets shall be made in accordance with the agreement of the Purchaser and the Seller. (d) If the Purchaser and the Seller are unable to resolve all disagreements with respect to the Final Closing Statement any such dispute within thirty fifteen (3015) days following ▇▇▇▇▇(or such longer period as the Purchaser and the Seller shall mutually agree in writing) of the Seller’s receipt delivery of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”)such notice, the items and amounts in such dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review resolved by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute NoticeAccounting Firm, and such determination shall be final and binding uponon the parties; provided, however, that, unless the Independent Accounting Firm determines that, with respect to the disputed items only, the Preliminary Statements (i) were not prepared on a basis consistent with the Adjusted Most Recent Statement of Net Assets (as modified by the Closing Date Factored Receivables Adjustment), (ii) contain mathematical errors, or (iii) the calculation of Net Assets was not in accordance with the definition of Net Assets contained herein, the Preliminary Statements shall be the Final Closing Date Statement of Net Assets and the Malaysia Final Reference Statement, respectively. The Seller and the Purchaser shall mutually select the Independent Accounting Firm, but if the Seller and the Purchaser cannot mutually agree on the identity of the Independent Accounting Firm, then the Seller and the Purchaser shall each submit to the other party’s independent auditor the name of a national accounting firm other than PricewaterhouseCoopers LLP and KPMG LLP, and non-appealable bythe Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then a nationally recognized (in the Parties and their respective successors and assigns for all purposes of this AgreementUnited States) expert in public accounting shall be selected to serve as such, and not subject such selection to collateral attack for any reason absent manifest error or fraudbe according to the above procedures. The Any fees and expenses relating to the engagement of the Independent Actuary arising from such arbitration Accounting Firm in respect of its services pursuant to this Section 2.5(d) shall be allocated between the Seller and the Purchaser such that the amount paid by the Parties pro rata Seller bears the same proportion that the aggregate dollar amount unsuccessfully disputed by the Seller bears to the total dollar amount to the disputed items that were submitted for resolution to the Independent Accounting Firm, and the Purchaser shall pay the balance. The Independent Accounting Firm shall be instructed to use every reasonable commercial effort to perform its services within thirty (30) days of submission of the Preliminary Statements to it and, in any case, as promptly as practicable after such submission. The Final Closing Date Statement of Net Assets and the Final Net Assets reflected thereon, and the Malaysia Final Reference Statement, shall then be prepared by the Seller based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison Independent Accounting Firm. (e) If the amount of Final Net Assets less the amount of Reference Net Assets is a negative amount (the “Negative Adjustment”), then the Seller shall pay the Purchaser the absolute value of the amount of such difference. In such event, the Seller shall, within ten (10) business days after the final determination of the Final Closing Date Statement of Net Assets pursuant to Section 2.5(c) or Section 2.5(d), make payment to the Purchaser by wire transfer in immediately available funds of the amount claimed of the Negative Adjustment as determined pursuant to the preceding sentence. If the amount of Final Net Assets less the amount of Reference Net Assets is a positive amount (the “Positive Adjustment”), then Additional Excluded Accounts Receivable in an amount equal in value to the Positive Adjustment shall be deemed to be Excluded Assets pursuant to Section 1.2(q). In such event, the parties shall, within ninety (90) days after the final determination of the Final Closing Date Statement of Net Assets, jointly designate an amount, equal to the Positive Adjustment, of Accounts Receivable of the Seller Group received by ▇▇▇▇▇ either the Purchaser Group or the Seller Group with respect to the Business, subject to Schedule 2.5(e) of the Seller Disclosure Schedule. All Accounts Receivable so designated shall be for the account of the Seller and, if received by a member of the Purchaser Group, shall have been held in trust by the Purchaser Group for the benefit of the Seller and shall be delivered to the Seller pursuant to the provisions of Section 10.2. (f) Within ninety (90) days after the Malaysia Closing Date, the Seller shall deliver to the Purchaser a preliminary closing statement of net assets (the “Malaysia Preliminary Closing Statement”) with respect to the items that constitute Malaysia Acquired Assets or Malaysia Assumed Liabilities. The Malaysia Preliminary Closing Statement shall be prepared on the same basis as the Malaysia Final Reference Statement, except that (i) the Malaysia Preliminary Closing Statement shall reflect the actual Malaysia Acquired Assets and Malaysia Assumed Liabilities transferred, assigned and assumed at the Malaysia Closing, (ii) the amount of the reserve set for excess and obsolete inventory set forth in the Final Malaysia Preliminary Closing Statement and the amount claimed by Malaysia Final Closing Statement shall be the Reinsurer same as that set forth in the True-Up Dispute NoticeMalaysia Final Reference Statement (and any adjustments to such reserve during the period between the Initial Closing and the Malaysia Closing will be held on the books and records of the Purchaser), and (iii) any depreciation or amortization account balances related to Property, Plant & Equipment set forth in the Malaysia Preliminary Closing Statement and the Malaysia Final Closing Statement shall be the same as that set forth in the Malaysia Final Reference Statement (and any adjustments to such balances during the period between the Initial Closing and the Malaysia Closing will be held on the books and records of the Purchaser). Each party agrees to consult in good faith and cooperate with the other party and its employees regarding the preparation of the Malaysia Preliminary Closing Statement, including by making its employees available to the other party as reasonably requested. The Malaysia Preliminary Closing Statement shall be subject to the review period and dispute resolution provisions set forth in Section 2.5(c) and Section 2.5(d) (in both cases, read as if all references to the “Purchaser” were references to the “Seller” therein, and vice versa) that were applicable to the Preliminary Statements. The Malaysia Preliminary Closing Statement, once modified and/or agreed to in accordance with such provisions, shall become the “Malaysia Final Closing Statement”. (di) If (A)(x) the New Reinsurance Premium Malaysia Transferred Net Assets as finally determined pursuant to this Section 3.3 stated in the Malaysia Final Closing Statement minus (y) the amount obtained by multiplying 1.03 by the aggregate Product Cost (as defined in the Malaysia Interim Operating Agreement) is less than (iB) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”)Adjusted Malaysia Transferred Net Assets, then Aspen the Seller shall pay to the Reinsurer (or Purchaser an amount equal to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount)such deficiency, by wire transfer of in immediately available funds to one or more accounts the account designated in writing by the ReinsurerPurchaser, within ten (10) business days after the Positive Adjustment Amount within five (5) Business Days following final determination of date on which the New Reinsurance Premium pursuant to this Section 3.3 or Malaysia Preliminary Closing Statement becomes the Malaysia Final Closing Statement. (ii) less If (A)(x) the Malaysia Transferred Net Assets as stated in the Malaysia Final Closing Statement minus (y) the amount obtained by multiplying 1.03 by the aggregate Product Cost (as defined in the Malaysia Interim Operating Agreement) is greater than (B) the Estimated New Reinsurance Premium Adjusted Malaysia Transferred Net Assets (the absolute value of such difference, a the “Negative Adjustment AmountPositive Malaysia Adjustment”), then Aspen Additional Excluded Accounts Receivable in an amount equal in value to the Positive Malaysia Adjustment shall reduce be deemed to be Excluded Assets pursuant to Section 1.2(q). In such event, the Funds Withheld Account Balance by the Negative Adjustment Amount.parties shall, within ninety

Post-Closing Adjustment. (a) No later than forty-five (45) Within 45 days following after the Closing Date, Aspen Buyer shall deliver cause to the Reinsurer be prepared and delivered to Seller a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) ), setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium aggregate Net Working Capital (including Adjusted) of the New Reinsurance Premium Accrued InterestProjectCos as of the Effective Time, the Roll-forward Amount and the ULAE Reimbursement Amount) and which may be positive or negative, (ii) the Initial Required Collateral Amount, in each case, as of Closing Indebtedness and (iii) the Closing DateAdjusted Purchase Price resulting therefrom, together with all accounting, actuarial materials showing in reasonable detail Buyer’s support and other data and documentation reasonably necessary computations for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations amounts included in the Closing Statement. The Closing Statement shall be prepared consistently with Disclosure Schedule 1.1, in accordance with GAAP, as historically applied by Seller and the ProjectCos, and the applicable provisions of such amountsthis Agreement. (b) Upon receipt Buyer shall provide Seller and its representatives with reasonable access during normal business hours to the relevant records, personnel and work papers of Buyer and the ProjectCos used to prepare the Closing Statement to assist in Seller’s review of the Closing Statement and Buyer’s proposed calculations of Net Working Capital (Adjusted), Closing Indebtedness and Adjusted Purchase Price set forth therein (collectively, the “Final Calculations”) as reasonably requested by Seller to assist with Seller’s review of the Closing Statement. If Seller disputes any of the Final Calculations as calculated by Buyer and set forth on the Closing Statement, the Reinsurer within 30 days after Seller’s receipt of Buyer’s proposed Closing Statement and its authorized Representatives will be given Final Calculations, Seller shall deliver to Buyer a written notice (a “Notice of Dispute”) setting forth in reasonable access detail any changes or adjustments that Seller proposes to all accounting, actuarial and other data and documentation related make to the preparation Closing Statement or the Final Calculations. Seller’s failure to deliver a Notice of Dispute by the expiration of such 30 day period shall be deemed an acceptance by Seller of the Closing Statement and the Final Calculations as submitted by Buyer. (c) In the event that Seller delivers to Buyer a Notice of Dispute, Buyer and Seller shall promptly consult and cooperate with each other in good faith with respect to the specified points of disagreement in an effort to resolve the dispute and upon such resolution, if any, any adjustments to the Closing Statement or Final Calculations shall be made as agreed upon by Seller and Buyer in writing. If any such dispute cannot be resolved by Buyer and Seller within 30 calendar days after Buyer receives the Notice of Dispute, Buyer and Seller shall jointly refer the dispute to the Independent Accounting Firm, as an expert to finally resolve, as soon as practicable, and in any event within 45 calendar days after such reference, all remaining points of disagreement stated in the Notice of Dispute with respect to the Final Calculations reflected on the Closing Statement. For purposes of making such determination, each of Seller and Buyer shall submit a proposed calculation of the Final Calculations and a written presentation in support of their respective calculations (each, a “Submission”). Each Party’s Submission must (i) in the case of Buyer, be consistent with (including as to the line items included and amounts stated for each line item) the Closing Statement and (ii) in the case of Seller, be consistent with the Notice of Dispute (including as to the line items included and amounts stated for each line item); provided, that the purpose of, and foregoing may be modified to the extent reasonably necessary forprovided in any written agreement of Buyer and Seller to reflect the resolution of any dispute prior to submission to the Independent Accounting Firm. The Independent Accounting Firm (i) shall apply the terms of this Section 2.4, verifying (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value claimed for such item by either Buyer or Seller in such Party’s Submission, (iii) shall restrict its decision to such items included in the Notice of Dispute which are then in dispute, and (iv) subject to the immediately following sentence, may review only (x) the terms of this Agreement and (y) the Submissions of Buyer and Seller provided pursuant to the following sentence in resolving any matter which is in dispute. Buyer and Seller shall each furnish the Independent Accounting Firm with such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm shall request, and, subject to Section 5.2, shall provide copies to the other Party of any work papers, documents and information so furnished to the Independent Accounting Firm. Each of the Parties shall bear its own expenses in connection with producing its Submission and preparing and conducting the review by the Independent Accounting Firm; provided, that the fees and expenses of the Independent Accounting Firm incurred in connection with the review of the Closing Statement and the Final Calculations shall be allocated between Buyer and Seller by the Independent Accounting Firm in proportion to the extent either of such Parties did not prevail on items in dispute with respect to the Final Calculations reflected on the Closing Statement; provided, that no independent accountants such fees and expenses so allocated shall not include, so long as a Party complies with the procedures of this Section, the other Party’s outside counsel or independent actuaries of Aspen accounting fees. All determinations by the Independent Accounting Firm shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen conclusive and the Reinsurer are unable to resolve all disagreements binding with respect to the Final Calculations and the allocation of expert fees and expenses, in the absence of fraud or manifest error. The earliest to occur of (i) the date upon which an agreement between Buyer and Seller with respect to the Final Calculations is reached, (ii) 30 days following the date the Closing Statement within thirty is delivered, if Seller fails to deliver a Notice of Dispute by such date and (30iii) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by Accounting Firm pursuant to this Section 2.4(c) is herein called the Parties pro rata based on where “Final Settlement Date.” The Adjusted Purchase Price calculated using the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Net Working Capital (Adjusted) and Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium Indebtedness as finally determined pursuant to this Section 3.3 2.4 is referred to herein as the “Final Purchase Price.” (id) If the Estimated Purchase Price is greater than the Estimated New Reinsurance Premium (Final Purchase Price, then Seller shall pay to Buyer the amount of such difference, a “Positive Adjustment Amount”), then Aspen shall pay to within ten (10) Business Days after the Reinsurer (or to Final Settlement Date. If the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral Estimated Purchase Price is less than the Initial Required Collateral Amount)Final Purchase Price, by wire transfer of immediately available funds then Buyer shall pay to one or more accounts designated in writing by Seller the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value amount of such difference, a “Negative Adjustment Amount”)within ten (10) Business Days after the Final Settlement Date. Unless otherwise agreed, then Aspen payment shall reduce the Funds Withheld Account Balance be made by the Negative Adjustment Amountwire transfer in immediately available funds.

Post-Closing Adjustment. (ai) No later than fortyBefore 5:00 p.m., Eastern Time, on the seventy-five fifth (4575th) days following calendar day after the Effective Time, the Buyer shall prepare and deliver to the Company Equityholder Representative a statement setting forth the Buyer’s calculation of the Closing DateCash Consideration, Aspen including each component thereof (such amount, the “Preliminary Closing Cash Consideration” and such statement, the “Preliminary Closing Cash Consideration Statement”) in a manner consistent with the methodology and format set forth in the Illustrative Closing Cash Consideration Statement. If the Buyer does not deliver the Preliminary Closing Cash Consideration Statement to the Company Equityholder Representative by 5:00 p.m., Eastern time, on the seventy-fifth (75th) calendar day after the Effective Time, then the Estimated Closing Cash Consideration shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration,” the Estimated Closing Cash Consideration Statement shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration Statement” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. (ii) If the Company Equityholder Representative agrees in writing to Buyer’s calculation of the Closing Cash Consideration, as proposed in Buyer’s Preliminary Closing Cash Consideration Statement, then such Preliminary Closing Cash Consideration shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration,” such Preliminary Closing Cash Consideration Statement shall be deemed for all purposes of this Agreement to be the “Final Closing Cash Consideration Statement” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. (iii) If the Company Equityholder Representative disputes the Preliminary Closing Cash Consideration as shown on Buyer’s Preliminary Closing Cash Consideration Statement, then the Company Equityholder Representative shall deliver to the Reinsurer Buyer within thirty (30) calendar days after receipt of the Preliminary Closing Cash Consideration Statement a detailed statement in setting forth the same form as Company Equityholder Representative’s calculation of the Closing Cash Consideration, including each component thereof (an “Objection Statement”). The Buyer and the Company Equityholder Representative shall seek in good faith to resolve such differences regarding the determination of the Closing Cash Consideration for a period of fifteen (15) calendar days after the Buyer’s receipt of the Objection Statement from the Company Equityholder Representative. (A) If the Buyer and the Company Equityholder Representative reach a final resolution on the Closing Cash Consideration within fifteen (15) calendar days after the Buyer’s receipt of the Objection Statement given by the Company Equityholder Representative (or within any additional period as mutually agreed to between the Buyer and the Company Equityholder Representative), then the Closing Cash Consideration agreed upon by the Buyer and the Company Equityholder Representative shall be deemed for all purposes of this Agreement to be the “Final Closing Statement”Cash Consideration,” the corresponding statement calculating such Closing Cash (B) setting forth Aspen’s good faith calculation of (i) If the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount Buyer and the ULAE Reimbursement AmountCompany Equityholder Representative do not reach a final resolution on the Closing Cash Consideration within fifteen (15) and (ii) calendar days after the Initial Required Collateral Amount, in each case, as Buyer’s receipt of the Closing DateObjection Statement (or within any additional period as mutually agreed to between the Buyer and the Company Equityholder Representative), together with all accounting, actuarial then the Buyer and other data and documentation reasonably necessary for the Reinsurer Company Equityholder Representative shall be entitled to review engage ▇▇▇▇▇ ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice ▇▇▇ LLP (the “True-Up Dispute NoticeNeutral Accountant”) to Aspen of any objectionsdetermine, specifying in reasonable detail any contested amounts the manner provided below, the Closing Cash Consideration, pursuant to an engagement agreement executed by the Company Equityholder Representative, the Buyer and the basis therefor, which Neutral Accountant. The Company Equityholder Representative and the Reinsurer may have Buyer shall each be entitled to make a presentation to the Final Closing Statement. The failure Neutral Accountant, pursuant to procedures to be agreed to in good faith among the Company Equityholder Representative, the Buyer and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding each of their respective calculations of the Reinsurer Closing Cash Consideration; and the Company Equityholder Representative and the Buyer shall instruct the Neutral Accountant to deliver resolve such True-Up Dispute Notice differences and determine the Closing Cash Consideration within twenty (20) Business Days after the prescribed time period will constitute completion of such presentations to the ReinsurerNeutral Accountant. Absent fraud or manifest error, or contravention with clause (C) below, the Neutral Accountant’s acceptance as final determination of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Cash Consideration hereunder shall for all purposes of this Agreement be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the “Final Closing Statement within thirty (30) days following ▇▇▇▇▇Cash Consideration,” the statement setting forth the Neutral Accountant’s receipt calculation thereof shall for all purposes of a True-Up Dispute Notice (this Agreement be deemed to be the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement Cash Consideration Statement” and the True-Up Dispute Notice, and such determination each shall be final and binding uponon all parties to this Agreement and on all Company Equityholders. (C) The Neutral Accountant shall not be authorized or permitted to: (1) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Equityholder Representative and the Buyer regarding the determination of the Closing Cash Consideration in accordance with this Section 2.6; (2) resolve any such differences by making an adjustment to the Closing Cash Consideration or any component thereof that is outside of the range defined by amounts as finally proposed by the Buyer in the Preliminary Closing Cash Consideration or the Company Equityholder Representative in the Objection Statement; or (3) apply any accounting principles, policies, methods, treatments or procedures other than those that are in accordance with GAAP (applied on a basis consistent with the preparation of the Company Financial Statements) and non-appealable byconsistent with the methodology and format set forth in the Illustrative Closing Cash Consideration Statement. In determining the Closing Cash Consideration hereunder, the Parties and their respective successors and assigns for all purposes of this Agreement, Neutral Accountant shall act as an expert and not subject to collateral attack for any reason absent manifest error or fraud. as arbitrator. (D) The fees and expenses of the Independent Actuary arising from such arbitration shall Neutral Accountant will be paid by the Parties pro rata based Company Equityholders (out of the Escrow Fund), on where the Independent Actuary’s one hand, and by the Buyer, on the other hand, in proportion to the variation between their respective positions and the determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticeNeutral Accountant. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than forty-five (45) days following On or before November 30, 2007, the Closing Date, Aspen shall Purchaser will prepare and deliver to the Reinsurer a detailed statement in Seller (with contemporaneous delivery to the same form Escrow Agent if the Purchaser claims that it is entitled to payment pursuant to Section 2.7(f)) written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Seller as of the close of business on August 31, 2007 (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Statement Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing StatementNet Working Capital”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (iiiii) the Initial Required Collateral Amount, in each case, as Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(f) (the “Adjustment Calculation”). The Closing Date, together Balance Sheet will be prepared in accordance with all accounting, actuarial GAAP in a manner consistent with the methods and other data and documentation reasonably necessary for practices used to prepare the Reinsurer Interim Balance Sheet without giving effect to review ▇▇▇▇▇’s proposed final calculations of such amountsany purchase accounting adjustments arising from the transactions contemplated by this Agreement. (b) Upon receipt Within 30 days after delivery of the Adjustment Notice, the Seller will deliver to the Purchaser (with contemporaneous delivery to the Escrow Agent if the Purchaser claims that it is entitled to payment pursuant to Section 2.7(f)) a written response in which the Seller will either: (i) agree in writing with the Adjustment Calculation, in which case such calculation will be final and binding on the parties for purposes of Section 2.7(f); or (ii) dispute the Adjustment Calculation by delivering to the Purchaser a written notice (a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. For purposes of this Section 2.7(b), the Seller (i) may only deliver a Dispute Notice on the basis that the Purchaser’s calculation of the Final Closing StatementNet Working Capital does not properly reflect the exclusion of the Excluded Assets and Excluded Liabilities or was not in accordance with GAAP, applied in a manner consistent with the Reinsurer methods and practices used to prepare the Interim Balance Sheet without giving effect to any purchase accounting adjustments arising from the transactions contemplated by this Agreement, or that the Adjustment Calculation contains mathematical errors on its authorized Representatives will be given reasonable access to all accounting, actuarial face and other data and documentation related (ii) may not dispute any individual item relating to the preparation Purchaser’s calculation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries Net Working Capital having a value of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsless than $12,000. (c) If Aspen the Seller fails to take either of the foregoing actions within 30 days after delivery of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(f). (d) If the Seller timely delivers a Dispute Notice to the Purchaser, then the Purchaser and the Reinsurer are unable Seller will attempt in good faith, for a period of 30 days, to agree on the Adjustment Calculation for purposes of Section 2.7(f). Any resolution by the Purchaser and the Seller during such 30-day period as to any disputed items will be final and binding on the parties for purposes of Section 2.7(f). If the Purchaser and the Seller do not resolve all disagreements with respect disputed items by the end of 30 days after the date of delivery of the Dispute Notice, then the Purchaser and the Seller will submit the remaining items in dispute to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇ ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”)▇▇▇ LLP for resolution, or if that firm is unwilling or unable to serve, the items Purchaser and amounts in dispute shall be submitted for review the Seller will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser or the Seller. If the Purchaser and the Seller are unable to the Independent Actuary for final determination jointly select such independent accounting firm within forty-five (45) 10 days after such submission. The Independent Actuary shall decide all matters relating to 30-day period, the procedures to be followed for resolution Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized national standing and each such selected accounting firm will select a third independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the dispute, including those relating to Purchaser or the submission and receipt of information and documentsSeller; provided, however, that at if either the request of either Aspen Purchaser, on the one hand, or the ReinsurerSeller, a meeting shall on the other hand, fail to select such independent accounting firm during this 10-day period, then the parties agree that the independent accounting firm selected by the other party will be held at which the Parties may present their viewsindependent accounting firm selected by the parties for purposes of this Section 2.7 (such selected independent accounting firm, that both Aspen whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Firm”). The Purchaser and the Reinsurer shall have equal access Seller will instruct the Independent Accounting Firm to render its determination with respect to the Independent Actuary, and items in dispute in a written report that all information and documents which either Party delivers or makes available to specifies the conclusions of the Independent Actuary shall be furnished Accounting Firm as to each item in dispute and the other Party as wellresulting Adjustment Calculation. The review by Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Actuary shall be limited solely Accounting Firm to render its determination within 30 days after referral of the disputed items (and any items affected thereby) and amounts to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm’s determination of the Adjustment Calculation as set forth in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall its report will be final and binding upon, and non-appealable by, on the Parties and their respective successors and assigns parties for all purposes of Section 2.7(f). The Purchaser will revise the Closing Balance Sheet and the calculation of the Final Closing Net Working Capital as appropriate to reflect the resolution of the issues in dispute pursuant to this Agreement, Section 2.7(d) and not subject the Purchaser will provide instructions to collateral attack for any reason absent manifest error or fraudthe Escrow Agent consistent with such resolution. The fees and expenses of the Independent Actuary arising from such arbitration shall Accounting Firm will be paid shared by the Parties pro rata based on where Purchaser and the Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, respectively. (e) For purposes of complying with this Section 2.7, the Purchaser and the Seller will furnish to each other and to the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison Accounting Firm such work papers and other documents and information relating to the amount claimed by ▇▇▇▇▇ in disputed issues as the Independent Accounting Firm may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm. The Purchaser may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the Seller provided to the Independent Accounting Firm pursuant to this Section 2.7. (f) If the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium Net Working Capital as finally determined pursuant to this Section 3.3 2.7 is (i) less than the Estimated Closing Net Working Capital, then the Seller will pay to the Purchaser the amount of such difference in cash without interest thereon. If the Final Closing Net Working Capital as finally determined pursuant to this Section 2.7 is greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”)Closing Net Working Capital, then Aspen shall the Purchaser will pay to the Reinsurer Seller the amount of such difference in cash without interest thereon. (or g) Any payment to the applicable Trust AccountsPurchaser pursuant Section 2.7(f) will first be satisfied by payment from the Escrow Account. The Seller and each Member (severally up to such Member’s pro rata portion of the Purchase Price based on its ownership percentage interest in the Seller) will be liable for any amount by which any payment required under Section 2.7(f) exceeds the then-balance of the Escrow Account, which payment will be effected by wire transfer of immediately available funds from the Seller to an account designated by the Purchaser, and any payment to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), Seller pursuant to Section 2.7(f) will be effected by wire transfer of immediately available funds to one or more accounts an account designated in writing by the Reinsurer, Seller. Such payments will be made on or before the Positive Adjustment Amount within five (5) Business Days date that is 5 business days following the final determination of the New Reinsurance Premium Final Closing Net Working Capital in accordance with this Section 2.7. (h) The purpose of this Section 2.7 is to determine the final Purchase Price to be paid by the Purchaser under this Agreement. Accordingly, any adjustment pursuant hereto will neither be deemed to be an indemnification pursuant to Article 9, nor preclude the Purchaser from exercising any indemnification rights pursuant to Article 9; provided, however, that in no event will the Seller or the Members be obligated to indemnify any Purchaser Indemnified Party for any Loss as a result of, or based upon or arising from, any Liability, to the extent, but only to the extent, such Liability is reflected in the calculation of the Final Closing Net Working Capital as finally determined pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance 2.7. Any payment made pursuant to this Section 2.7 will be treated by the Negative Adjustment Amountparties for all purposes as an adjustment to the Initial Purchase Price and will not be subject to offset for any reason. The Initial Purchase Price as so adjusted is referred to in this Agreement as the “Purchase Price.”

Post-Closing Adjustment. Ninety (a) No later than forty-five (4590) days following after the Closing Date, Aspen shall deliver the Estimated Purchase Price will become final and binding on the Parties unless Buyer delivers to the Reinsurer Seller, or Seller delivers to Buyer, a detailed statement in the same form as the Closing Statement (the each, a “Final Post-Closing Statement”) setting forth Aspen’s good faith calculation in reasonable detail Buyer's objection to the Estimated Purchase Price or Seller's revision of the Estimated Purchase Price, as applicable, prior to the expiration of such ninety (i) 90)-day period. At the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interestrequest of a Party, the Roll-forward Amount other Party and the ULAE Reimbursement Amount) Company will assist such Party and (ii) its representatives in all reasonable respects in preparing a Post-Closing Statement. Each Post-Closing Statement will be prepared in the Initial Required Collateral Amountsame manner, in each caseand contain at least the same supporting detail, as the Estimated Statement in accordance with Section 2.3. If neither Party delivers a Post-Closing Statement within such ninety (90)-day period, then the Estimated Purchase Price will be the “Final Purchase Price” and there will be no further adjustment to the Estimated Purchase Price pursuant to this Article 2. If either Party timely delivers a Post-Closing Statement, then the “Final Purchase Price” will be determined in accordance with this Section 2.6. If Buyer delivers a Post-Closing Statement, such Post-Closing Statement is referred to herein as the “Buyer's Statement”; if Buyer does not deliver a Post-Closing Statement, the Estimated Statement is referred to herein as the “Buyer's Statement.” If Seller delivers a Post-Closing Statement, such Post-Closing Statement is referred to herein as the “Seller's Statement”; if Seller does not deliver a Post-Closing Statement, the Estimated Statement is referred to herein as the “Seller's Statement.” (a) To the extent the valuation of any Purchase Price Component is the Closing Datesame in both the Buyer's Statement and the Seller's Statement, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations such valuation of such amountsPurchase Price Component shall be final and binding on the Parties. During the ten (10)-day period after timely delivery of a Post-Closing Statement, Seller and Buyer will attempt to resolve any differences between the Buyer's Statement and the Seller's Statement. (b) Upon receipt If, at the end of such ten (10)-day period, Seller and Buyer have not reached agreement on all differences between the Final Closing Buyer's Statement and the Seller's Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related then either Seller or Buyer may demand in writing to the preparation of other that the Final Closing Statement for the purpose of, and items that remain in dispute be promptly submitted to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants KPMG LLP (or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers as otherwise agreed in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45writing) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute NoticePurchase Price Mediator”) for review and resolution. If the Purchase Price Mediator cannot or refuses to Aspen serve, or KPMG LLP is not then a Qualified Mediator (as defined below), then the Purchase Price Mediator will be selected by lot from a list of two potential Purchase Price Mediators remaining after Seller nominates two, Buyer nominates two, and Seller and Buyer each eliminate one potential Purchase Price Mediator from the other's nominations. All Purchase Price Mediators nominated by Buyer or Seller will be nationally-recognized or other public accounting firms and will not have any objections, specifying in reasonable detail past or present business relationship with any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final Parties or any of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice their respective Affiliates (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsa “Qualified Mediator”). (c) If Aspen The Purchase Price Mediator will determine procedures and the Reinsurer are unable to resolve all disagreements with respect deadlines for such mediation, subject to the Final Closing Statement terms hereof. The Purchase Price Mediator will render a decision resolving the Purchase Price Component(s) in dispute as soon as possible and, in any event, within thirty (30) days following ▇▇▇▇▇’s receipt after completion of a True-Up Dispute Notice (submissions to the “True-up Dispute Cooling-Off Period”)Purchase Price Mediator. The Purchase Price Mediator will determine each Purchase Price Component in dispute in accordance with the terms of this Agreement, solely based on this Agreement, the items and amounts in dispute shall be submitted for review to Buyer's Statement, the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute NoticeSeller's Statement, and such determination other written submissions requested by the Purchase Price Mediator (and not by independent review), and such determinations of the Purchase Price Mediator shall be final and binding uponon the parties. The Purchase Price Mediator will not assign a value to any Purchase Price Component that is greater than the highest corresponding value set forth in the Buyer's Statement and the Seller's Statement or that is that is lower than the lowest corresponding value set forth in the Buyer's Statement and the Seller's Statement. Each Party will pay its own fees and expenses regarding such mediation, and non-appealable by, Seller and Buyer will each pay half of the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute NoticePurchase Price Mediator. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.

Post-Closing Adjustment. (a) No later than Within forty-five (45) days following the Closing DateClosing, Aspen Parent shall prepare and deliver to the Reinsurer Escrow Representative (i) a detailed statement in the same form as the Closing Statement (the “Final Closing Net Debt Statement”) ), setting forth Aspen’s good faith a calculation of the Net Debt as of the Closing (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount“Closing Net Debt”) and (ii) a schedule (the Initial Required Collateral Amount“Closing Net Working Capital Schedule”), in each case, setting forth a calculation of the Net Working Capital as of the Closing Date(the “Closing Net Working Capital”). The Closing Net Debt Statement and the Closing Net Working Capital Schedule shall be prepared on the same form and basis using accounting principles, together practices and methods consistent with all accounting, actuarial those used in preparing Schedules 2.8(d)(i) and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts(ii). (b) Upon The Escrow Representative shall have thirty (30) days after the delivery by Parent to review the Closing Net Debt Statement and Closing Net Working Capital Schedule. Parent shall, from and after the Closing Date, provide the Escrow Representative and its accountants with all data and financial statements reasonably requested by the Escrow Representative, and full access to the books and records, any other information, including work of its accountants, and to any employees to the extent necessary for the Escrow Representative to review the Closing Net Debt Statement and Closing Net Working Capital Schedule. In the event that the Escrow Representative believes in good faith that the Closing Net Debt Statement or Closing Net Working Capital Schedule is not accurate or has not been determined on the basis set forth in Section 2.8(a), the Escrow Representative shall inform Parent in writing (the “Escrow Representative’s Objection”), setting forth a specific description of the basis of the Escrow Representative’s Objection and the adjustments to the Closing Net Debt or Closing Net Working Capital which the Escrow Representative believes should be made, on or before the last day of such thirty (30) day period. Failure to notify Parent within such thirty (30) day period shall constitute acceptance and approval by the Escrow Representative of Parent’s Closing Net Debt Statement and Closing Net Working Capital Schedule. If the Escrow Representative objects to the Closing Net Debt Statement or Closing Net Working Capital Schedule, Parent shall then have fifteen (15) days to review and respond to the Escrow Representative’s Objection. If any proposed change set forth in the Escrow Representative’s Objection is not accepted by Parent, then Parent shall within fifteen (15) days after receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related Escrow Representative’s Objection give written notice to the preparation Escrow Representative of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating Parent’s objection to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice change (the “True-Up Dispute NoticeParent’s Objection”). Failure to so notify the Escrow Representative within such fifteen (15) to Aspen of any objections, specifying in reasonable detail any contested amounts day period shall constitute acceptance and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure approval by Parent of the Reinsurer to deliver such True-Up Dispute Notice within Escrow Representative’s Objection. Parent’s Closing Net Debt Statement and Closing Net Working Capital Schedule, as adjusted for any matter included in the prescribed time period will constitute the ReinsurerEscrow Representative’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts Objection that is not disputed in the True-Up Dispute Notice (if one is delivered) Parent’s Objection, shall be deemed to be conclusively accepted by the Reinsurer as finalEscrow Representative and Parent, except in respect of those matters still in dispute in accordance herewith. For a period of fifteen (15) days after Parent’s Objection (the “Negotiation Period”), the Escrow Representative and Parent shall negotiate in good faith to the extent that such amounts are affected by resolve any disputed amountsremaining disputes as expeditiously as possible. (c) If Aspen Parent and the Reinsurer Escrow Representative are unable to resolve all of their disagreements with respect to the Final determination of Closing Statement Net Debt or Closing Net Working Capital after the expiration of the Negotiation Period, they shall refer their remaining differences to a mutually agreeable nationally recognized firm of independent public accountants (the “Independent Accounting Firm”), which shall determine solely on the basis of the standard set forth in Section 2.8(a) hereof, and only with respect to the remaining differences and objections so submitted, whether and to what extent, if any, the Closing Net Debt or Closing Net Working Capital requires adjustment. Each of Parent and the Escrow Representative shall make complete submissions to the Independent Accounting Firm within thirty ten (3010) days following ▇▇▇▇▇the engagement of the Independent Accounting Firm. Failure by either party to make a complete submission prior to the ten (10) day period will be deemed to be a waiver of such party’s receipt of right to make a True-Up Dispute Notice submission. The parties shall instruct the Independent Accounting Firm to deliver its written determination to the Escrow Representative and Parent no later than the twentieth (20th) day after the “True-up Dispute Cooling-Off Period”), remaining differences underlying the items Escrow Representative’s Objection and amounts in dispute shall be submitted for review Parent’s Objection are referred to the Independent Actuary for final determination within forty-five (45) days after such submissionAccounting Firm. The Independent Actuary Accounting Firm shall decide all matters relating to resolve the procedures to be followed for dispute and determine the Closing Net Debt and Closing Net Working Capital, not on the basis of an independent review, but only within the disputed range and based on the standard set forth in this Agreement. Such resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen set forth in a written statement delivered to Parent and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as wellEscrow Representative. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such Accounting Firm’s determination shall be final conclusive and binding upon, upon the Escrow Representative and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudParent. The fees and expenses disbursements of the Independent Actuary arising from such arbitration Accounting Firm shall be paid shared equally by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement Parent and the amount claimed by the Reinsurer in the True-Up Dispute NoticeEscrow Representative. (d) If Within ten (10) Business Days following determination of the New Reinsurance Premium Closing Net Debt and the Closing Net Working Capital (as finally determined pursuant to this Section 3.3 is 2.8) Parent shall make an adjustment to, and publicly disclose in a Form 8-K filed with the SEC its determination of, the maximum number of Earnout Shares issuable pursuant to Section 2.9(b), (c), (d) or (e), as follows: (i) greater than for every dollar by which (a) the Estimated New Reinsurance Premium net debt included in Schedule 2.8(d)(i) exceeds the Closing Net Debt and/or (such differenceb) the Closing Net Working Capital exceeds the net working capital included in Schedule 2.8(d)(ii), a the Earnout Shares issuable upon the achievement of the First Target, or, if the First Target is not achieved, the Second Target, under Section 2.9(b), (c), (d) or (e), as the case may be, shall be increased (without duplication) by an amount equal to (x) $1 divided by (y) the Trust Value Per Share, and (ii) for every dollar by which (a) the Closing Net Debt exceeds the net debt included in Schedule 2.8(d)(i) and/or (b) the net working capital included in Schedule 2.8(d)(ii) exceeds the Closing Net Working Capital, the Earnout Shares issuable upon the achievement of the First Target, or, if the First Target is not achieved, the Second Target, under Section 2.9(b), (c), (d) or (e), as the case may be, shall be decreased (without duplication) by an amount equal to (x) $1 divided by (y) the Trust Value Per Share (the amount of the increase or decrease pursuant to clause (i) or clause (ii) of this Section 2.8 being referred to as the “Positive Adjustment AmountEarnout Adjustment”), then Aspen shall pay in either case, together with interest on the Earnout Adjustment at the rate designated by JPMorgan Chase Bank, N.A. as its prime rate in effect on the Closing Date for the period from and including the Closing Date to, but excluding, the date of such issuance of such Earnout Shares. The adjustment to the Reinsurer (or maximum number of Earnout Shares issuable shall be treated for all Tax purposes as an adjustment to the applicable Trust AccountsMerger Consideration. No fraction of a share of Parent Common Stock will be issued by virtue of Section 2.8(d), and each holder of shares of Company Common Stock and Company Preferred Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock which such holder would otherwise receive) shall, subject to compliance with Section 2.10 hereof, receive from Parent, in lieu of such fractional share, a number of shares that is rounded up to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountnext whole number.

Post-Closing Adjustment. (a) No later than forty-five [*] Fortis shall provide to FibroGen an estimated Closing Balance Sheet (45the “Estimated Closing Balance Sheet”) days following and a statement that sets forth its good faith calculations of the Closing DateLiability Amount (the “Estimated Closing Liability Amount”), Aspen including each component thereof, the Cash Amount (the “Estimated Closing Cash Amount”), and Closing Working Capital Adjustment (the “Estimated Closing Working Capital Adjustment”), and the resulting calculation of the Closing Payment (“Estimated Closing Payment”), each of which shall deliver be determined in accordance with GAAP, and, to the Reinsurer extent in conformance with GAAP, applied in a detailed statement manner consistent with the principles, practices, procedures, policies and methods used by Fortis in the same form as preparation of the Latest Balance Sheet (the “Estimated Closing Statement”). [*] of the Estimated Closing Statement, Fortis shall provide to FibroGen, and its authorized representatives, reasonable access to all records used in preparing such Estimated Closing Statement (and employees of Fortis who can adequately answer questions on the Estimated Closing Statement) and, if applicable, Fortis’ outside accountants and their work papers and other documents used in preparing such Estimated Closing Statement, subject to FibroGen’s execution of customary access and non-reliance letters. (b) [*] FibroGen shall prepare or cause to be prepared and delivered to the Sellers’ Representative a Closing Balance Sheet and a statement (the “Final Adjusted Closing Statement”) setting forth AspenFibroGen’s good faith calculation of (i) the New Reinsurance Premium (Closing Liability Amount, including the New Reinsurance Premium Accrued Interesteach component thereof, the Roll-forward Amount Cash Amount, and the ULAE Reimbursement Amount) Closing Working Capital Adjustment, and (ii) the Initial Required Collateral Amount, in each case, as resulting calculation of the Closing DatePayment, together which shall be determined in accordance with all accountingGAAP, actuarial applied in a manner consistent with the preparation, assumptions and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to estimates made or used in the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountsLatest Balance Sheet. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of The Sellers’ Representative will have a True-Up Dispute Notice period [*] (the “True-up Dispute Cooling-Off Objection Period”), the items and amounts in dispute ) to notify FibroGen of any disagreements with FibroGen’s Adjusted Closing Statement. Any such notice shall be submitted for review accompanied by supporting documentation containing reasonable detail. Failure to notify FibroGen within the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary Objection Period shall decide all matters relating to be deemed acceptance of FibroGen’s Adjusted Closing Statement, and upon the procedures to be followed for resolution expiration of the dispute, including those relating to Objection Period the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting Adjusted Closing Statement shall be held at which the Parties may present their viewsfinal, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final conclusive and binding upon, and non-appealable by, on the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraudParties. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice[*]. (d) If [*]. (e) [*] (the New Reinsurance Premium as finally determined pursuant to “Negative Adjustment Amount”). [*] = Certain confidential information contained in this Section 3.3 document, marked by brackets, has been omitted because it is both (i) greater than not material and (ii) would likely cause competitive harm to the Estimated New Reinsurance Premium company if publicly disclosed. 129433662_24 (such differencef) If the Aggregate Closing Merger Consideration Adjustment Amount is positive, a then the Sellers shall be entitled (after complying with the requirements described in Section 2.11(a)) to receive, pursuant to Section 2.15(g), their Pro Rata Percentages of an aggregate amount equal to the Aggregate Closing Merger Consideration Adjustment Amount (the “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer . (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5g) Business Days following final determination of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amount.[*]

Post-Closing Adjustment. (a) No later than forty-five (45) Within ninety days following after the Closing Date, Aspen Acquiror shall deliver to the Reinsurer Seller a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation ), showing in reasonable detail its final determination of the Seller Capital Contribution and Total Adjusted Capital, in each case as of the Effective Time. The Closing Statement: (i) shall be prepared using the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount same format and the ULAE Reimbursement Amount) same methodologies required to be used in preparing the Estimated Closing Statement and (ii) shall clearly set forth any variations between the Initial Required Collateral Amount, in each case, as Estimated Total Adjusted Capital and Acquiror’s calculation of the Closing DateTotal Adjusted Capital. Total Adjusted Capital and each of its component parts, together Capital and Surplus and the Asset Valuation Reserve, shall be determined in accordance with all accountingSAP applied consistent with the application of SAP in the preparation of the Statutory Statements, and reserves shall be determined using the actuarial model and other data and documentation reasonably necessary actuarial assumptions used in setting the reserves reflected in the Annual Statutory Statement for the Reinsurer year ended December 31, 2016. The Acquiror acknowledges and agrees that the amount of the Estimated Seller Capital Contribution was negotiated and agreed to review ▇▇▇▇▇’s proposed final calculations address all issues related to the adequacy and sufficiency of such amountsreserves as part of the adjustment required pursuant to this Section 2.09, and the Acquiror will not propose any adjustment of reserves pursuant to this Section 2.09. Notwithstanding anything to the contrary set forth in this Section 2.09(a), nothing contain herein shall affect or otherwise limit the ability of Acquiror to seek indemnification for breaches of any representation or warranties of Seller set forth in this Agreement. (b) Upon Within thirty days after its receipt of the Final Closing Statement, or such other time as is mutually agreed in writing by the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice parties (the “True-Up Dispute NoticeNotice Period”), Seller shall deliver in writing to Acquiror either (i) to Aspen its agreement with the calculation of any objectionsthe Seller Capital Contribution and Total Adjusted Capital as set forth in the Closing Statement or (ii) its dispute thereof, specifying in reasonable detail any contested amounts each item in dispute and the basis therefornature of such dispute (such items in dispute, which the Reinsurer may have to the Final Closing Statement. The failure “Disputed Items,” and such notice of the Reinsurer Disputed Items, the “Dispute Notice”). If Seller fails to deliver such True-Up to Acquiror a Dispute Notice within the prescribed time period will Notice Period, then the Total Adjusted Capital and Seller Capital Contribution as set forth in the Closing Statement shall be final and binding on the parties and shall constitute the Reinsurer’s acceptance as final Seller Capital Contribution. If Seller delivers to Acquiror a Dispute Notice prior to the expiration of the Final Notice Period, then Acquiror and Seller shall cooperate and each shall cause its Representatives to cooperate with the other party and its Representatives in good faith to seek to promptly resolve the Disputed Items. Any Disputed Items that are agreed to in writing by Acquiror and Seller within thirty days of receipt of the Dispute Notice by Acquiror, or such other time as is mutually agreed in writing by Acquiror and Seller (the “Dispute Period”), shall be final and binding upon Acquiror and Seller and become part of the calculation of the Seller Capital Contribution. If at the end of the Dispute Period, Acquiror and Seller have failed to reach agreement with respect to any Disputed Items, then such Disputed Items shall be promptly submitted to the Independent Accounting Firm. The Independent Accounting Firm may consider only those Disputed Items that Acquiror and Seller have been unable to resolve within the Dispute Period, and must resolve the Disputed Items in accordance with the terms and provisions of this Agreement. Each party may submit a written statement of its position to the Independent Accounting Firm within five Business Days of its appointment, with a copy of such written statement simultaneously sent to the other party. Neither party shall have any ex parte communication with the Independent Accounting Firm. The determination of the Independent Accounting Firm must neither be more favorable to Acquiror than reflected in the Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed nor more favorable to Seller than reflected in the True-Up Dispute Notice (if one is delivered) excluding the allocation of expenses incurred in connection with the resolution of the Disputed Items). The Independent Accounting Firm shall deliver to Acquiror and Seller, as promptly as practicable and in any event within thirty days after its appointment, a written report setting forth the resolution of each Disputed Item and the resulting final Total Adjusted Capital and Seller Capital Contribution, determined in accordance with the terms of this Agreement. The conclusions in such report of the Independent Accounting Firm shall be deemed final and binding upon Acquiror and Seller. Each of Acquiror and Seller shall bear all of the fees and costs incurred by it in connection with the resolution of the Disputed Items, except that all fees and expenses relating to be accepted the foregoing work by the Reinsurer as final, except Independent Accounting Firm shall be borne in inverse proportion to the extent degree that such amounts are affected each prevails on the Disputed Items, which proportionate allocation will also be determined by any disputed amountsthe Independent Accounting Firm. (c) If Aspen and the Reinsurer are unable final Total Adjusted Capital as determined in accordance with Section 2.09(b) exceeds the Estimated Total Adjusted Capital by more than $500,000, then Acquiror shall pay to resolve all disagreements Seller an amount equal to such excess or, if the final Total Adjusted Capital as determined in accordance with respect to the Final Closing Statement within thirty (30Section 2.09(b) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater less than the Estimated New Reinsurance Premium Total Adjusted 5 Capital by more than $500,000, then Seller shall pay to Acquiror (or such differenceAffiliate of Acquiror as Acquiror shall designate in writing), a an amount equal to such shortfall (each referred to as, the “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive . The Adjustment Amount within five (5) shall be due and payable on the second Business Days following Day after Acquiror and Seller agree on the final Total Adjusted Capital and resulting final Seller Capital Contribution or the parties are provided notice of any final determination of the New Reinsurance Premium pursuant to final Total Adjusted Capital and resulting final Seller Capital Contribution, in each case as agreed or determined in accordance with this Section 3.3 2.09 (the “Settlement Date”). The Seller shall pay or (ii) the Acquiror shall pay or cause KIC to pay, as applicable, the Adjustment Amount by wire transfer to the account or accounts of the party entitled to receive such payment, which account or accounts shall be designated by Acquiror to Seller or by Seller to Acquiror, as the case may be, not less than two Business Days prior to the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountSettlement Date.

Post-Closing Adjustment. (a) No later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement, prepared in accordance with the Accounting Principles (the “Closing Statement”), calculating and setting forth in reasonable detail Buyer’s calculation of (i) the Company Indebtedness (the “Closing Company Indebtedness”), the Working Capital (the “Closing Working Capital”), the Company Cash (the “Closing Company Cash”), the Company Transaction Expenses (the “Closing Company Transaction Expenses”), (ii) the Closing Working Capital Adjustment Amount and (iii) the Closing Purchase Price. (b) If Buyer has not delivered the Closing Statement to Seller within ninety (90) days after the Closing Date, then Seller may, in its sole discretion, within sixty (60) days after the expiration of such ninety (90) day period, prepare and deliver, or cause to be prepared and delivered, the Closing Statement to Buyer, in which case, the procedures set forth in Section 2.3(c) through Section 2.3(j) will apply to the Closing Statement to be delivered from Seller to Buyer mutatis mutandis, provided, that if ▇▇▇▇▇ delivers the Closing Statement before Seller delivers its own Closing Statement pursuant to this Section 2.3(b), then Buyer’s Closing Statement shall control and Seller shall not be permitted to deliver a Closing Statement. (c) After receipt of the Closing Statement by Seller, Seller shall have forty-five (45) days following the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as review the Closing Statement (the “Final Closing StatementAdjustment Review Period”) setting forth Aspen’s good faith calculation of ). To the extent reasonably requested by Seller in writing, during the Adjustment Review Period, (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount Buyer shall promptly permit Seller and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer its Representatives to review ▇▇▇▇▇’s proposed final calculations working papers and working papers of such amounts. (b) Upon receipt of the Final Closing Statement▇▇▇▇▇’s independent accountants, the Reinsurer and its authorized Representatives will be given reasonable access to all accountingin each case, actuarial and other data and documentation related reasonably relating to the preparation of the Final Closing Statement and the calculations related thereto, as well as all of the financial books, ledgers and records reasonably related thereto (the “Financial Records”), and (ii) Buyer shall promptly make reasonably available to Seller and its Representatives the individuals responsible for and knowledgeable about the purpose information used in, and the preparation or calculation of, the Closing Statement. (d) Buyer shall, following the Closing and through the date that the Final Statement becomes final in accordance with the second to last sentence of Section 2.3(g), take all actions reasonably necessary or desirable to maintain and preserve the Financial Records on which the Closing Statement is based or on which the Final Statement is to be based, so as not to impede or delay the determination of the amounts set forth in the Closing Statement or the preparation of the Notice of Disagreement or the Final Statement in the manner and utilizing the methods permitted by this Agreement. (e) In the event that Seller concludes that the Closing Statement or any amount set forth therein has not been prepared on the basis required by this Agreement, Seller shall submit a written notice to Buyer on or prior to the extent expiration of the Adjustment Review Period (the “Notice of Disagreement”), which shall set forth in reasonable detail each line item with which Seller disagrees, the basis of Seller’s disagreement, the amounts involved and the proposed determination of any disputed amounts for each such line item. Each line item of the Closing Statement which is not disputed in the Notice of Disagreement in accordance with the immediately preceding sentence shall be deemed to have been accepted by Seller and shall become final and binding upon Seller and Buyer in accordance with the second to last sentence of Section 2.3(g). If no Notice of Disagreement is received by Buyer on or prior to the expiration date of the Adjustment Review Period, then the Closing Statement shall be deemed to have been accepted by Seller and shall become final and binding upon Seller and Buyer in accordance with the second to last sentence of Section 2.3(g). (f) During the thirty (30) days immediately following the delivery to Buyer of the Notice of Disagreement, or such longer period as may be mutually agreed to in writing by both Parties (the “Consultation Period”), (i) each Party shall promptly permit the other Party and its Representatives to review the first Party’s working papers and working papers of the first Party’s independent accountants, in each case, reasonably necessary forrelating to the preparation of the Closing Statement and the Notice of Disagreement and the calculations related thereto, verifying as well as all of the financial books, ledgers and records reasonably related thereto, (ii) each Party shall promptly make reasonably available to the other Party and its Representatives the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Closing Statement and the Notice of Disagreement, and (ii) Seller and Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Disagreement. Any resolution by ▇▇▇▇▇▇ and ▇▇▇▇▇ as to disputed amounts during the Consultation Period shall become final and binding upon Seller and Buyer in accordance with the second to last sentence of Section 2.3(g). Notwithstanding anything to the contrary contained herein, in the event that Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Disagreement, the access rights described in clauses (i) and (ii) of this Section 2.3(f) shall continue through the date that the Final Statement becomes final in accordance with the last sentence of Section 2.3(g). (g) If, at the end of the Consultation Period, Seller and ▇▇▇▇▇ have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Disagreement, then either Seller or Buyer may provide written notice to the other that it elects to submit the matters that remain in dispute to BDO (the “Independent Accountant”). In the event that BDO refuses, is not independent, or is otherwise unable to act as the Independent Accountant, Seller and Buyer shall cooperate in good faith to appoint an independent certified public accounting firm qualified and of national recognition in the United States that is mutually agreeable to Seller and Buyer, in which event “Independent Accountant” shall mean such firm. No more than thirty (30) days following the appointment of the Independent Accountant both Seller and ▇▇▇▇▇ shall submit separate written statements setting forth in detail their respective positions with respect to all matters that remain in dispute with respect to the Notice of Disagreement (along with a copy of the Closing StatementStatement marked to indicate those line items that are in dispute). Seller and ▇▇▇▇▇ shall jointly instruct the Independent Accountant, to make a final determination within thirty (30) days after ▇▇▇▇▇▇’s and ▇▇▇▇▇’s submission of their written statements to the Independent Accountant. The Independent Accountant (x) shall act as an expert and not an arbitrator to determine, based solely on the written statements submitted by ▇▇▇▇▇ and Seller and the terms of this Agreement (including the Accounting Principles), and (y) shall have no ex parte communications with either Seller or Buyer relating to those matters in dispute, other than the initial written submission by ▇▇▇▇▇▇ and Buyer of their respective positions on the matters in dispute and written answers by ▇▇▇▇▇▇ and Buyer to written questions from the Independent Accountant; provided, however, that no the Independent Accountant shall not assign a value to any item in dispute greater than the greatest value for such item, or lower than the lowest value of such item, claimed in the Closing Statement or a Notice of Disagreement. For the avoidance of doubt, the Independent Accountant (i) shall not review any line items or make any determination with respect to any matter other than those line items in the Notice of Disagreement that remain in dispute, (ii) shall not be privy to any settlement offers or discussions between Buyer and Seller, and (iii) may consider each line item that is disputed in the Notice of Disagreement separately. The statement setting forth the Company Indebtedness, the Working Capital, the Company Transaction Expenses, and the Company Cash, together with the corresponding Final Purchase Price and Final Purchase Price Adjustment, that is final and binding (absent manifest error) on Seller and Buyer, as determined either through agreement of Seller and Buyer or pursuant to Section 2.3(e) or Section 2.3(f), or through the determination of the Independent Accountant pursuant to this Section 2.3(g), is referred to herein as the “Final Statement”. The determination of the Company Indebtedness set forth in the Final Statement is referred to as the “Final Company Indebtedness”, the determination of the Working Capital set forth in the Final Statement is referred to as the “Final Working Capital”, the determination of the Company Transaction Expenses set forth in the Final Statement is referred to as the “Final Company Transaction Expenses”, and the determination of the Company Cash set forth in the Final Statement is referred to as the “Final Company Cash.” (h) The fees, expenses and costs of the Independent Accountant incurred by the Parties in connection with the Independent Accountant’s review shall be (i) borne by Seller in the proportion that the aggregate dollar amount of the disputed items submitted to the Independent Accountant pursuant to Section 2.3(g) that are unsuccessfully disputed by Seller (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of all disputed items submitted to the Independent Accountant pursuant to Section 2.3(g), and (ii) borne by Buyer in the proportion that the aggregate dollar amount of the disputed items submitted to the Independent Accountant pursuant to Section 2.3(g) that are unsuccessfully disputed by ▇▇▇▇▇ (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of all disputed items submitted to the Independent Accountant pursuant to Section 2.3(g). The total amounts of the disputed items shall be calculated on an absolute value basis for purposes of determining the fees. For example, if the Buyer claims the amount in objection is $1,000,000 and the Seller claims the amount is $0 and the Independent Accountant determines that Buyer has a valid claim for $400,000 of the $1,000,000, Buyer shall bear sixty percent (60%) of the fees and expenses of the Independent Accountant and Seller shall bear the remaining forty percent (40%) of the fees and expenses of the Independent Accountant. During the review by the Independent Accountant, Seller and Buyer shall each make available during normal business hours, or cause their respective Representatives to make available, to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.3(g); provided, however, that the independent accountants of Seller and Buyer or independent actuaries of Aspen the Group Companies shall not be required obligated to make any work working papers available to the Reinsurer Independent Accountant unless and until the Reinsurer Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to work working papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five accountants. (45i) days of Upon the Reinsurer’s receipt determination of the Final Closing StatementCompany Indebtedness, the Reinsurer may deliver written notice (Final Working Capital, the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts Final Company Transaction Expenses and the basis thereforFinal Company Cash, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of Purchase Price and the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Purchase Price Adjustment shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amountscalculated. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (dj) If the New Reinsurance Premium as finally determined pursuant to Final Purchase Price Adjustment is a positive amount, then (unless the Canada APA Final Statement has not been determined, in which case no amounts shall be releasable or payable under this Section 3.3 is 2.3 until the Canada APA Final Statement has been determined) (i) greater than within three (3) Business Days after the Estimated New Reinsurance Premium (such differenceFinal Statement becomes final in accordance with the terms of this Section 2.3, a “Positive Adjustment Amount”), then Aspen Buyer shall pay the Final Purchase Price Adjustment, in cash to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), Seller by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurerand (ii) Seller and Buyer shall, the Positive Adjustment Amount within five three (53) Business Days following final determination of after the New Reinsurance Premium pursuant Final Statement becomes final, jointly instruct the Escrow Agent to this Section 3.3 or release and pay to Seller the remaining Adjustment Escrow Funds in the Adjustment Escrow Account. If the Final Purchase Price Adjustment is a negative amount (ii) less than such amount, the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Deficit Amount”), then Aspen Seller and Buyer shall, within three (3) Business Days after the Final Statement becomes final (unless the Canada APA Final Statement has not been determined, in which case no amounts shall reduce be releasable or payable under this Section 2.3 until the Canada APA Final Statement has been determined), jointly instruct the Escrow Agent to (y) release from the remaining Adjustment Escrow Funds Withheld in the Adjustment Escrow Account Balance and pay to Buyer, in accordance with the terms of the Escrow Agreement, an amount equal to the Deficit Amount, and (z) release and pay to Seller, any remaining Adjustment Escrow Funds in the Adjustment Escrow Account. In the event the Deficit Amount exceeds the remaining Adjustment Escrow Funds in the Adjustment Escrow Account, then, such excess shall be paid by Seller to Buyer by wire transfer of immediately available funds within three (3) Business Days after the Negative Final Statement becomes final. For the avoidance of doubt, the payment of any Final Purchase Price Adjustment Amountpursuant to this Section 2.3 shall be made simultaneously with the payment of any Canada APA Final Purchase Price Adjustment. Any such payment shall be treated as an adjustment to the Purchase Price for all Tax purposes, to the maximum extent permitted by applicable Law.

Post-Closing Adjustment. (a) No later Within ninety (90) days following the Closing Date, the Buyers shall cause to be prepared and delivered to Mallinckrodt UK a written statement setting out, in reasonable detail, a calculation of (i) the Closing Net Working Capital, (ii) the Closing Working Capital Adjustment, (iii) the Closing Indebtedness, (iv) the Closing Cash, and (v) the Closing Net Cash, which when considered together, results in the calculation of the Final Purchase Price from Buyers’ viewpoint, as well as the Buyers’ view of (vi) the R&D Lab Construction Pre- Closing Costs and (vii) the IT Carve-Out Pre-Closing Costs (altogether the “Final Closing Statement”), together with all related supporting schedules, calculations and documentation reasonably appropriate to support the amounts set forth therein. During the forty-five (45) days after the date Mallinckrodt UK receives the Final Closing Statement, when and as reasonably requested, the Buyers shall, and shall cause their officers, directors, employees and accountants to afford Mallinckrodt UK and its authorized representatives reasonable access to the offices, books and records necessary for a review by Mallinckrodt UK of the amounts set forth in the Final Closing Statement and to take copies of the same, provided however that (x) any such access or furnishing of information shall be conducted during normal business hours and in such manner as not to interfere with the normal operations of the Business and (y) Mallinckrodt UK shall bear all of its own costs in connection with its review of the amounts set forth in the Final Closing Statement. The Buyers will charge no amount to Mallinckrodt UK for the time spent by Buyers’ officers, directors, employees, accountants or other representatives in connection with the foregoing. (b) If Mallinckrodt UK disputes any amount or item set forth in the Final Closing Statement as calculated by the Buyers, not more than forty-five (45) days following after the Closing Date, Aspen shall deliver to the Reinsurer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of date Mallinckrodt UK receives the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related Mallinckrodt UK shall deliver to the preparation Buyers a written notice, specifying in reasonable detail all points of disagreement with the Buyers’ Final Closing Statement and setting forth revised calculations for any of the amounts and items set forth in the Final Closing Statement, including, without limitation, any revision to the Final Purchase Price, the R&D Lab Construction Pre-Closing Costs or the IT Carve-Out Pre-Closing Costs (the “Notice of Dispute”), it being understood that all items and amounts in the Final Closing Statement for not specifically referenced as being in dispute in the purpose ofNotice of Dispute shall be deemed to have been agreed upon, and shall be final, for all purposes hereof. If no Notice of Dispute is delivered by Mallinckrodt UK to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to Buyers within such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of day period, it shall be conclusively presumed that the Final Closing StatementStatement and thus the Final Purchase Price, the Reinsurer may deliver written notice R&D Lab Construction Pre-Closing Costs and the IT Carve-Out Pre-Closing Costs and all other amounts and items set forth therein as prepared by the Buyers have been agreed upon for all purposes of this Section 2.4. Upon the Buyers’ receipt of any Notice of Dispute, Mallinckrodt UK and the Buyers shall promptly consult with each other with respect to the specified points of disagreement set forth in the Notice of Dispute in an effort to resolve the dispute. If any such dispute cannot be resolved by Mallinckrodt UK and the Buyers within thirty (30) days after the Buyers receive the Notice of Dispute, Mallinckrodt UK and the Buyers shall jointly refer the dispute to an international accounting firm that is an expert in all relevant accounting matters and standards and that has no material relationship with any of the Parties appointed by mutual agreement of the Parties (the “True-Up Dispute NoticeExpert”), to finally resolve, as soon as practicable, and in any event within sixty (60) to Aspen days after such reference, all unresolved points of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have disagreement with respect to the Final Closing Statement. For purposes of such determination by the Expert, each of Mallinckrodt UK and the Buyers shall submit to the Expert a proposed calculation of each disputed issue and a written statement of its position with respect to each disputed issue. The failure Expert shall apply the applicable terms of this Agreement and in particular the defined terms set forth herein to resolve the issues for dispute and shall otherwise make its determination in accordance with such procedures as the Parties may agree. In no event shall the Expert assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Expert’s determination shall be based solely on written submissions by Mallinckrodt UK and the Buyers (i. e., not an independent review) and on the definitions included herein, and shall be final and binding on the Parties for all purposes hereunder and shall not be subject to appeal or further review. Each of the Reinsurer to deliver Parties shall bear its own expenses in connection with any such True-Up Dispute Notice within dispute, except that the prescribed time period will constitute the Reinsurer’s acceptance as final fees and expenses of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) Expert shall be deemed to be accepted allocated reasonably by the Reinsurer as Expert. All determinations by the Expert shall be final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen conclusive and the Reinsurer are unable to resolve all disagreements binding with respect to the Final Closing Statement within thirty and any item or amount set forth therein, in the absence of fraud or manifest error. (30c) days following ▇▇▇▇▇’s receipt Based on the Closing Adjustment Amount, as determined herein above, the Estimated Purchase Price shall be adjusted upwards or downwards as follows pursuant to this Section 2.4: (i) if the Final Purchase Price exceeds the Estimated Purchase Price the Buyers shall pay to Mallinckrodt UK the amount in cash equal to the excess of a Truethe Final Purchase Price over the Estimated Purchase Price; and (ii) if the Final Purchase Price is lower than the Estimated Purchase Price Mallinckrodt UK shall pay to the Buyers the amount in cash equal to the excess of the Estimated Purchase Price over the Final Purchase Price. (d) The Estimated IT Carve-Up Dispute Notice Out Payment shall be adjusted upwards or downwards as follows pursuant to this Section 2.4: (i) if the “TrueIT Carve-up Dispute CoolingOut Pre-Off Period”Closing Costs as finally determined in accordance with this Section 2.4 exceeds the Estimated IT Carve-Out Payment, the Buyers shall pay to Mallinckrodt UK the amount in cash equal to the excess of the IT Carve-Out Pre-Closing Costs over the Estimated IT Carve-Out Payment; and (ii) if the IT Carve-Out Pre-Closing Costs as finally determined in accordance with this Section 2.4 are lower than the Estimated IT Carve-Out Payment, Mallinckrodt UK shall pay to the Buyers the amount in cash equal to the excess of the Estimated IT Carve-Out Payment over the IT Carve-Out Pre-Closing Cost. (e) The Estimated R&D Lab Construction Pre-Closing Costs shall be adjusted upwards or downwards as follows pursuant to this Section 2.4: (i) if the R&D Lab Construction Pre-Closing Costs as finally determined in accordance with this Section 2.4 exceeds the Estimated R&D Lab Construction Pre-Closing Costs, the Buyers shall pay to Mallinckrodt UK the amount in cash equal to the excess of the R&D Lab Construction Pre-Closing Costs over the Estimated R&D Lab Construction Pre-Closing Costs; and (ii) if the R&D Lab Construction Pre-Closing Costs as finally determined in accordance with this Section 2.4 are lower than the Estimated R&D Lab Construction Pre-Closing Costs, Mallinckrodt UK shall pay to the Buyers the amount in cash equal to the excess of the Estimated R&D Lab Construction Pre-Closing Costs over the R&D Lab Construction Pre-Closing Costs. (f) Notwithstanding anything in Section 2.4(d), the items and amounts Section 2.4(e) or elsewhere in dispute shall be submitted for review this Agreement to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to contrary, if the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts set forth in the Final Closing Statement (as finally determined in accordance with Section 2.4(b)) with respect to the R&D Lab Construction Pre-Closing Costs and/or the IT Carve-Out Pre-Closing Costs are based on estimates of such costs, and the True-Up Dispute Noticefinally documented costs relating thereto later differ from the amounts set forth in the Final Closing Statement, and such determination or if there are additional documented costs relating thereto not reflected in the Final Closing Statement, then Mallinckrodt UK shall be final and binding uponprovide the Buyers, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s promptly following its determination of any documented costs that differ from the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ amounts contained in the Final Closing Statement (or are additional thereto), and in any event within one hundred and eighty (180) days following the amount claimed by Closing Date, a written statement setting out a calculation of the Reinsurer updated R&D Lab Construction Pre-Closing Costs and/or IT Carve-Out Pre-Closing Costs, as applicable, together with all related supporting schedules, calculations and documentation reasonably appropriate to support the amounts set forth therein. Mallinckrodt UK or the Buyers, as applicable, shall reimburse the other Party to the extent the documented costs so updated are higher or lower than the amounts set forth in the True-Up Dispute NoticeFinal Closing Statement. (dg) If the New Reinsurance Premium as finally determined pursuant Any payment required to be made under this Section 3.3 is (i) greater than 2.4 by either Mallinckrodt UK or the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen Buyers shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), be by wire transfer of immediately available funds funds, not more than ten (10) days after final determination thereof, to one or more accounts an account to be designated in writing by the Reinsurer, the Positive Adjustment Amount within payee at least five (5) Business Days following final determination of days prior to the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment Amountdue date.

Post-Closing Adjustment. (a) No later than forty-five (45) days following The Seller will complete by December 30, 1999 a physical count of the Inventory which Buyer will have the opportunity to observe and during which Buyer or Buyer's accountant will conduct test counts, and will agree on the Closing DateDate Working Capital Amount prior to Closing. This agreement will be evidenced by a letter substantially in the form of Exhibit G. In connection therewith, Aspen shall Seller will deliver to the Reinsurer Buyer a detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth Aspen’s good faith calculation list of (i) the New Reinsurance Premium (including the New Reinsurance Premium Accrued InterestInventory, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral AmountAccounts Receivable at December 30, in each case1999 and (iii) the Accounts Payable at December 30, 1999, certified by Seller as a true and correct listing of the Inventory, Accounts Receivable and Accounts Payable on Seller's books and records. After the Closing Date, together with all accounting, actuarial Buyer and other data and documentation reasonably necessary for the Reinsurer its accountants will be permitted to review ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt conduct an audit of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement Date Working Capital Amount for the purpose of, and of determining whether any adjustment is necessary to the extent reasonably necessary forClosing Date Working Capital Amount, verifying the Final Closing Statement; providedin accordance with generally accepted accounting principles and consistent with Seller's past practices. As promptly as possible, that no independent accountants or independent actuaries of Aspen shall be required to make but in any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuariesevent, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after the Closing Date, the Buyer will deliver to the Seller a schedule (the "Adjustment Schedule") setting forth its calculation of the Working Capital Amount and the difference between (i) the Closing Date Working Capital Amount and (ii) the Working Capital Amount as calculated by Buyer (such submissiondifference the "Working Capital Adjustment"), together with an explanation in reasonable detail of the reasons for and the amount of Buyer's proposed Working Capital adjustment. The Independent Actuary Seller shall decide all matters relating have the right to observe and comment upon the procedures preparation of such schedule. The failure of Buyer to be followed for resolution deliver the Adjustment Schedule in a timely manner shall constitute Buyer's acceptance of the dispute, including those relating to Closing Date Working Capital Amount as the submission and receipt Working Capital Amount. Within seven (7) days after delivery of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable byAdjustment Schedule, the Parties and their respective successors and assigns for all purposes Seller may notify the Buyer in writing that such schedule does not, in its opinion, fairly state the Working Capital Adjustment in accordance with the provisions of this Agreement, setting forth in reasonable detail the respects in which it fails to do so. In the event that the Seller and not subject Buyer are unable to collateral attack for resolve any reason absent manifest error or frauddispute so raised within thirty (30) days after delivery of the Adjustment Schedule, they shall appoint a "big five" accounting firm acceptable to both of them, whose expenses will be shared equally by the Seller and the Buyer (the "Independent Accounting Firm"). The fees and expenses of Independent Accounting Firm shall, as promptly as possible, determine the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s items in dispute. The determination of the New Reinsurance Premium falls Working Capital Adjustment by such Independent Accounting Firm shall be made in comparison a writing delivered to both parties and shall be conclusive and binding on the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Noticeparties. (db) If the New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall pay to the Reinsurer (or to the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within Within five (5) Business Days following final determination days after delivery of the New Reinsurance Premium pursuant to this Section 3.3 report by such Independent Accounting Firm or after the settlement of any dispute or within ten (10) days following delivery of the Adjustment Schedule if no dispute exists, payment shall be made (i) by the Seller if the Working Capital Adjustment is a positive number, or (ii) by the Buyer if the Working Capital Adjustment is a negative number. (c) For purposes of calculating the Closing Date Working Capital, the Working Capital Amount and the Working Capital Adjustment, the term "Working Capital" shall mean the sum of (i) the Inventory, and (ii) the Accounts Receivable, less than (iii) the Estimated New Reinsurance Premium Accounts Payable of the Business (the absolute value of such difference, a “Negative Adjustment Amount”including in each case CHP), then Aspen as of December 30, 1999. The parties agree that the Working Capital of CHP will be valued in United States dollars, and that the conversion into U.S. dollars of any amounts reflected on CHP's books and records in Canadian dollars shall reduce be accomplished by using the Funds Withheld Account Balance by cross-exchange rate for conversion of Canadian dollars into United States dollars appearing in the Negative Adjustment Amount"Markets Diary" section of The Wall Street Journal on December 30, 1999.

Post-Closing Adjustment. (a) No later than forty-five (45) days As promptly as practicable following the Closing Date (but in no event later than 15 Business Days after the Closing Date), Aspen Seller’s Accountants shall deliver prepare a closing balance sheet reflecting only the Assets and Assumed Liabilities of the Business immediately prior to the Reinsurer a detailed statement in the same form as the Closing Statement Effective Time (the “Final Proposed Closing StatementBalance Sheet”) and reflecting the Net Working Capital as of such time, prepared through full and consistent application of the conventions and procedures used by Seller in preparation of the Statement Date Net Asset Statement and provided, further, that the assets procured by Seller pursuant to Section 6.9 shall be reflected on such balance sheet at their actual documented invoice price. Upon completion of the Proposed Closing Balance Sheet, Seller shall promptly deliver the same to Veritek with a notice (the “Notice of Adjustment”) setting forth Aspen’s its proposed adjustment, if any, as contemplated hereby. During the preparation of and after the completion of the Proposed Closing Balance Sheet until the Final Determination Date, Seller shall provide Veritek and its advisors with timely access to the work papers, trial balances and similar materials used in connection with the preparation of the Proposed Closing Balance Sheet. (b) Following receipt of the Notice of Adjustment, Veritek shall have 20 Business Days (the “Twenty-Day Period”) to review the Proposed Closing Balance Sheet and the Notice of Adjustment. At or before the end of the Twenty-Day Period, Veritek will either (A) accept the Proposed Closing Balance Sheet in its entirety or (B) deliver to Seller a written notice (the “Objection Notice”) containing a reasonably detailed written explanation of those items in the Proposed Closing Balance Sheet which Veritek disputes, in which case the items identified by Veritek shall be deemed to be in dispute. If Veritek delivers the Objection Notice in a timely manner, then, within ten Business Days from the end of the Twenty -Day Period the parties and, if desired, their accountants, will attempt to resolve in good faith calculation of any disputed items and reach a written agreement (ithe “Settlement Agreement”) the New Reinsurance Premium (including the New Reinsurance Premium Accrued Interestwith respect thereto. Failing such resolution, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, in each case, as of the Closing Date, together with all accounting, actuarial and unresolved disputed items will promptly be referred for final binding resolution to a nationally recognized auditing firm other data and documentation reasonably necessary for the Reinsurer to review than Square ▇▇▇▇▇’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Statement, the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “True-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Statement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by ▇ ▇▇▇▇▇ ▇▇▇▇▇. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following ▇▇▇▇▇’s receipt , LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any auditor of a True-Up Dispute Notice Buyer or Seller, reasonably acceptable to Veritek and Seller, each acting in good faith (the “True-up Dispute Cooling-Off PeriodAccountant”), the fees and expenses of which shall be borne equally by Veritek and Parent on the one hand, and Seller, on the other hand and in such case the Closing Balance Sheet will be as determined by the Accountant. Such determination (the “Accountant’s Determination”) shall be (A) in writing, (B) furnished to Veritek and Seller as soon as practicable after the items and amounts in dispute shall be submitted for review have been referred to the Independent Actuary for final determination within forty-five Accountant, (45C) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution made in accordance with GAAP and (D) nonappealable and incontestable by Veritek, Seller and each of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective Affiliates and successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by ▇▇▇▇▇ in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Noticereason. (dc) If the New Reinsurance Premium Net Working Capital as finally determined pursuant to this Section 3.3 reflected on the Closing Balance Sheet is (i) greater than $8,350,000 or if the Estimated New Reinsurance Premium Gross Property, Plant and Equipment as reflected on the Closing Balance Sheet is more than $4,186,000 (the aggregate amount of such difference, a excess being referred to herein as the “Positive Adjustment AmountUnderpayment”), then Aspen shall pay Veritek or Parent will not make any payment to Seller. If the Reinsurer (or to Net Working Capital as reflected on the applicable Trust Accounts, to the extent that the Reinsurer’s Posted Collateral Closing Balance Sheet is less than $8,350,000 or if the Initial Required Collateral AmountGross Property, Plant and Equipment as reflected on the Closing Balance Sheet is less than $4,186,000 (the aggregate amount of such deficiencies being referred to herein as the “Overpayment”), then within five Business Days following the Final Determination Date, Seller shall deliver the Overpayment to Veritek by wire transfer of immediately available funds to one or more accounts designated in writing by at the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination direction of the New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Estimated New Reinsurance Premium (the absolute value of such difference, a “Negative Adjustment Amount”), then Aspen shall reduce the Funds Withheld Account Balance by the Negative Adjustment AmountVeritek.