At least three Business Days before the Initial Closing Date, Crestwood shall prepare and deliver to CEGPS a statement setting forth # its good faith estimate of Initial Closing Working Capital (the “Initial Estimated Closing Working Capital”), Initial Closing Indebtedness (the “Initial Estimated Closing Indebtedness”) and Initial Closing Transaction Expenses (the “Initial Estimated Closing Transaction Expenses”) and # its good faith estimate of Initial Closing Crestwood Pipeline East Working Capital (the “Initial Estimated Closing Crestwood Pipeline East Working Capital”) and Initial Closing Crestwood Pipeline East Indebtedness (the “Initial Estimated Closing Crestwood Pipeline East Indebtedness”), which statement shall contain # an estimated consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and an estimated balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, in each case as of the Initial Closing Date (assuming the contribution to Newco of the Contributed Entities but without giving effect to the Initial CEGPS Contribution or the Second CEGPS Contribution), # a calculation of Initial Estimated Closing Working Capital and Initial Estimated Closing Crestwood Pipeline East Working Capital, and an itemized list of Initial Estimated Closing Indebtedness, Initial Estimated Closing Transaction Expenses, and Initial Estimated Closing Crestwood Pipeline East Indebtedness, and # a certificate of the Chief Financial Officer of Crestwood that # Initial Estimated Closing Working Capital, Initial Estimated Closing Indebtedness, Initial Estimated Closing Transaction Expenses, Initial Estimated Closing Crestwood Pipeline East Working Capital and Initial Estimated Closing Crestwood Pipeline East Indebtedness were determined in accordance with the definitions thereof, respectively, and # the estimated consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and estimated balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, were prepared in accordance with GAAP.

At least three Business Days before the Second Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the “Second Estimated Closing Statement”) setting forth its good faith estimate of Crestwood Pipeline East Leakage (the “Estimated Crestwood Pipeline East Leakage”) and Second Closing Transaction Expenses (the “Second Estimated Closing Transaction Expenses”) which statement shall contain # a calculation of Estimated Crestwood Pipeline East Leakage, and an itemized list of Second Estimated Closing Transaction Expenses, and # a certificate of the Chief Financial Officer of Crestwood that Estimated Crestwood Pipeline East Leakage and Second Estimated Closing Transaction Expenses were determined in accordance with the definitions thereof, respectively.

Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Conversion Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Shares. Prior to the beginning of each calendar year, a Monthly Deferral Participant may elect to have all or a percentage of the Deferred Amount for the following calendar year credited in Shares and allocated to the Participant's Share Account pursuant to [subsection 7.2] hereof.

The Company has all requisite corporate right, power and authority to issue, sell, and deliver the Shares as contemplated by this Agreement; and upon such issuance, sale and delivery, and payment of the Purchase Price therefor as contemplated by this Agreement, the Purchaser will receive good and valid title to the Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind and such Shares will be fully paid and non-assessable, except as may be otherwise provided by Section 630 of the New York Business Corporation Law.

Shares. The definition of Shares in the Agreement is hereby amended by changing the reference of “the Corporation” in such definition to “Holding.”

Shares. Subject to adjustment as provided in Section 4.2, the number of Shares which may be issued under this Plan shall not exceed Three Million Five Hundred Thousand (3,500,000) Shares. Shares issued and sold under the Plan may be either authorized but unissued Shares or Shares held in the Company’s treasury. To the extent that any Award involving the issuance of Shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or is otherwise terminated without an issuance of Shares being made thereunder, the Shares covered thereby will no longer be counted against the foregoing maximum Share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Any Awards or portions of Awards that are settled in cash and not in Shares shall not be counted against the foregoing maximum Share limitations. The number of Shares subject to Awards granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per year (subject to adjustment as provided in Section 4.2). The number of Shares subject to Stock Options and Stock Appreciation Rights granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per fiscal year (subject to adjustment as provided in Section 4.2). These per-Participant limits shall be construed and applied consistently with Code Section 162(m) and the regulations thereunder.

The Ownership Shares determined with respect to an Ownership Share Adjustment Date (other than the June 1, 2020 Ownership Share Adjustment Date) pursuant to this Paragraph 1.2 shall, subject to the resolution of any dispute related thereto, be effective as of January 1, 2017, in the case of the Initial Ownership Share Adjustment Date, and as of such Ownership Share Adjustment Date, in the case of all other Ownership Share Adjustment Dates, for all purposes under this Agreement until the Ownership Shares are further modified and adjusted on the next Ownership Share Adjustment Date. The Ownership Shares determined on the June 1, 2020 Ownership Share Adjustment Date pursuant to Paragraph 1.2 shall, subject to the resolution of any dispute related thereto, be effective as of that Ownership Share Adjustment Date for all purposes under this Agreement until further modified and adjusted by a written agreement executed by each of the Companies. All taxes (other than income taxes), costs, fees or other expenditures payable to any governmental authority or other third-party (excluding fees and expenses of attorneys, accountants and other professional service providers of the Companies) as a result of any modification and adjustment of Ownership Shares with respect to any Ownership Share Adjustment Date pursuant to this Paragraph 1.2 (including any transfer of Ownership Shares from any Company to another Company deemed to occur on an Ownership Share Adjustment Date as a result of such modification and adjustment) will be shared and funded by the Companies in proportion to their respective Ownership Shares, as modified and adjusted pursuant to this Paragraph 1.2, that were effective immediately prior to such Ownership Share Adjustment Date.

Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, provided that the maximum number of Common Shares awarded to any Pparticipant in any year shall be 1,265,625 (subject to adjustment in accordance with Article 10). The Stock Option Agreement shall provide for the adjustment of such number including the maximum number in accordance with Article 10.

Adjustment of Number of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment in accordance with Articles 11-13 of the Plan.