Common use of Closing Calculations Clause in Contracts

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser GigCapital5 a statement certified by the Company’s chief an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Aggregate Closing Balance Sheet”)Merger Consideration, (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Aggregate Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”)Merger Consideration Value, in each case, as of the Reference Time, and (iii) the resulting calculation of Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares (using that will comprise the Excess Capped Expenses set forth in Merger Consideration Earnout Share Pool. If the Expense Statement) (each with reasonably detailed calculations), which Company updates the Estimated Closing Statement will be subject to following the review delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and the reasonable approval by the Purchaser. Promptly upon delivering the deliver an updated GigCapital5 Closing Statement to the PurchaserCompany. Following the delivery of the GigCapital5 Closing Statement, if the Company will meet with has any objection to any amounts included in the Purchaser to review and discuss the GigCapital5 Closing Statement Statement, GigCapital5 and the Company will consider shall reasonably cooperate in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforresolve such objection. (c) Schedule 1.11 sets forth an illustrative statement No later than one (1) Business Day prior to the “Reference Statement”) prepared in good faith by Closing Date, the Company in cooperation with shall deliver to GigCapital5 a statement certified by an executive officer of the Purchaser Company setting forth the various line items used (or Aggregate Closing Merger Consideration that will be payable to be used) ineach holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and illustrating for sample purposes only such other information as GigCapital5 may reasonably request of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Company.

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, Debt as of the Reference Time, and (iiiii) the resulting calculation Merger Consideration and Conversion Ratio based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with Company, and bank statements or other evidence reasonably detailed necessary to confirm such calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, if requested by the Purchaser, the Company will shall meet with the Purchaser to review and discuss the Closing Statement and the Company will shall consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved agreed by the Company and the Purchaser, both acting reasonably and in good faith, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The . (b) Not later than two (2) Business Days prior to the Closing Statement will also Date, the Purchaser shall deliver to the Company the written instruction to the Trustee in relation to the payment of cash out of the Trust Account (the “Instruction to Trustee”), which shall include with respect to a funds flow memorandum setting forth a good faith calculation of the (i) Indebtednessthe aggregate amount of cash in the Trust Account (prior to giving effect to the Closing Redemption), the amount owed to each creditor of any of the Target Companies and (ii) the aggregate amount of all payments required to be made in connection with the Closing Redemption, (iii) the net cash of the Purchaser, after giving effect to the Closing Redemption and any Transaction Financing, and (iv) the Purchaser’s Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (. Promptly upon delivering the “Reference Statement”) prepared Instruction to Trustee to the Company, if requested by the Company, the Purchaser shall meet with the Company to review and discuss the Instruction to Trustee and the Purchaser shall consider in good faith the Company’s comments to the Instruction to Trustee and make any appropriate adjustments to the Instruction to Trustee prior to the Closing, which adjusted Instruction to Trustee, as mutually agreed by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration SharesCompany, if both acting reasonably and in good faith, shall thereafter become the Closing had occurred on such date, in each case prepared and calculated in accordance with Instruction to Trustee for all purposes of this Agreement (other than the use of such earlier date in lieu of the Reference Time)Agreement.

Closing Calculations. (a) Not later less than three (3) Business Days prior to the anticipated Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”a) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser Parent a written statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) ), signed by a duly authorized officer of the Company, setting forth (i) an a consolidated estimated consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in good faith and in accordance with Time (without giving effect to the Accounting Principles (the “Closing Balance Sheet”transactions contemplated herein), (ii) a good faith calculation of the Company’s good faith estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Closing Cash (the “Estimated Cash”), (iii) the Company’s good faith estimate of Closing Net Indebtedness (the “Estimated Indebtedness”), (iv) and (B) the Company’s good faith estimate of Closing Net Working Capital (the “Closing Estimated Net Working Capital”), in each case(v) the Company’s good faith estimate of Unpaid Transaction Expenses (“Estimated Transaction Expenses”), as (vi) the amount of the Reference TimeEstimated Cash Consideration, and (iiivii) the resulting calculation amount of the number Closing Cash Payment, along with, in each case of clauses (vi) and (vii), the calculations thereof and reasonable supporting detail (as may be reasonably requested by the Parent), and (b) the Representative shall deliver to the Parent the Merger Consideration Shares (using the Excess Capped Expenses set forth Schedule, in the Expense Statement) (each accordance with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this AgreementSection 5.04. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with on a consolidated basis for the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Group Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than including the use of such earlier date definitions in lieu this Agreement). Following the Parent’s receipt of the Reference Time)Estimated Closing Statement and prior to the Closing, (i) the Parent shall have the right to comment in good faith on the estimates or calculations included in the Estimated Closing Statement and the Company shall consider any such comments in good faith; provided that the Parent and/or Merger Sub shall not have the right to delay or fail to consummate the Closing in the event of any dispute with respect to the Estimated Closing Statement and no such dispute shall be grounds for any failure of any condition to the Closing to be satisfied or for the Closing to be delayed.

Closing Calculations. (a) Not later less than three (3) five Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth Parent (i) an a good faith estimated consolidated unaudited balance sheet of the Target Companies Company and its Subsidiaries as of the Reference Time, open of business on the Closing Date prepared in good faith and in accordance with the Agreed Accounting Principles (the “Estimated Closing Balance Sheet”), (ii) a good faith calculation estimate of Tangible Net Worth (the “Estimated Tangible Net Worth”) and (iii) a statement of the CompanyTransaction Expenses. The Estimated Closing Balance Sheet shall be prepared and Estimated Tangible Net Worth shall be determined using the Agreed Accounting Principles. Not less than three Business Days prior to the anticipated Closing Date, Parent shall notify Stockholder in reasonable detail if it disputes any aspect of the Estimated Closing Balance Sheet or the Estimated Tangible Net Worth and Parent’s estimate of the (A) amount of its Indebtedness less the amount of its cash Estimated Closing Balance Sheet and cash equivalents (the “Closing Estimated Tangible Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject Worth. Prior to the review Closing Date, Parent and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider Stockholder shall negotiate in good faith to resolve any such dispute, and any changes resulting from such negotiation shall be part of the Purchaser’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company Balance Sheet and the Purchaser, shall thereafter become the Closing Statement Estimated Tangible Net Worth for all purposes under this Agreement; provided, however, that if Parent and Stockholder are unable to resolve any such dispute within two Business Days after Parent notifies Stockholder of such dispute, then for purposes of this Agreement. The Closing Statement and the determinations contained therein Section 1.07(a), each disputed amount shall be prepared in accordance with resolved for purposes of the Accounting Principles Estimated Closing Balance Sheet and otherwise in accordance with this Agreement. Estimated Tangible Net Worth by using the arithmetic mean of the amounts proposed by Parent and Stockholder. (b) The Company’s Estimated Closing Statement Balance Sheet and calculations of Estimated Tangible Net Worth delivered pursuant to Section 1.07(a) will also include be deemed automatically withdrawn and will no longer be effective if the Closing does not occur within five Business Days after delivery of such items, and Section 1.07(a) will apply once again with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforClosing Date occurring subsequently. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not The Company shall deliver to Parent: (i) no later than three four (34) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Estimated Adjustment Statement”) setting forth the estimated Excess Capped Expenses, if any, as Company’s good faith estimate of: (i) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”); (ii) Company Transaction Costs (the “Estimated Company Transaction Costs”); and (iii) the Company Cash (the “Estimated Company Cash”); together with: (x) instructions that list the bank account of the Reference Time, which Excess Statement will be subject Seller and other bank accounts designated to the review and the reasonable approval facilitate payment by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with Parent of the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved Transaction Costs; (y) reasonable relevant supporting documentation used by the Company in calculating such amounts, including with respect to the Estimated Company Transaction Costs, all invoices or, if no invoice is available, other documentation reasonably accounting for such costs; and (z) a certificate of the Purchaser, shall thereafter become Chief Financial Officer of the Expense Company certifying that the estimates set forth in the Estimated Adjustment Statement for all purposes of have been prepared in accordance with this Agreement.; and (bii) Not no later than three two (32) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) schedule reflecting a good faith calculation of the Company’s estimate Closing Cash Payment Amount, the Closing Number of Securities and the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”)Deleveraging Amount, in each case, as based upon the amounts contained in the Parent Financing Certificate and the Estimated Adjustment Statement (the “Closing Payments Schedule”, together with the Estimated Adjustment Statement, the “Pre-Closing Statement”), together with a certificate of the Reference Time, and (iii) the resulting calculation Chief Financial Officer of the number of Merger Consideration Shares (using Company certifying that the Excess Capped Expenses amounts set forth in the Expense StatementClosing Payments Schedule have been prepared in accordance with this Agreement. (b) (each with reasonably detailed calculations), which Closing Statement will be subject to the review Parent and the its Representatives shall have a reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser opportunity to review and to discuss the Closing Statement and with the Company will and its Representatives the documentation provided pursuant to Section 2.10(a) and any relevant books and records of the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist Parent and its Representatives in its review of the documentation and shall consider in good faith the PurchaserParent’s comments to the Pre-Closing Statement Statement, and make if any appropriate adjustments are made to the Pre-Closing Statement prior to the Closing, which such adjusted Pre-Closing Statement, as mutually approved by the Company and the Purchaser, Statement shall thereafter become the Pre-Closing Statement for all purposes of this Agreement; provided, for the avoidance of doubt, that, following the Company’s consideration in good faith of Parent’s comments to the Pre-Closing Statement, the Company may determine, in its sole and absolute discretion, not to make any adjustments to the Pre-Closing Statement, in which case the Pre-Closing Statement shall be the Pre-Closing Statement delivered by the Company to Parent; provided, further, that the amounts set forth in the Closing Payments Schedule shall be automatically adjusted in accordance with Section 2.6(c), including, in the case of the Deleveraging Amount, in the event that a Change of Control Offer Amount is required to be funded by Parent in accordance with Section 7.23. In no event will the determination of the amounts set forth in the Pre-Closing Statement (whether mutually agreed to or the subject of a disagreement) prejudice the rights of a Party pursuant to Section 2.11. The Pre-Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise applicable definitions contained in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later than three (3) At least five Business Days prior to the anticipated Closing Date, the Purchaser shall deliver Date (or such shorter period of time as agreed to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing DateParent), the Company shall prepare and deliver to the Purchaser Parent a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (iia) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Closing Cash (the “Closing Net Estimated Cash”), Surplus Amount (the “Estimated Surplus Amount”), Company Indebtedness (the “Estimated Company Indebtedness”) and (B) ), Closing Net Working Capital (the “Closing Estimated Net Working Capital”), in Company Transaction Expenses (the “Estimated Transaction Expenses”) and Transaction Expense Tax Benefit Amount (the “Estimated Transaction Expense Tax Benefit Amount”), each case, as of the Reference Adjustment Time, (b) based thereon, the Closing Merger Consideration, the aggregate Per Option Closing Merger Consideration, and the Closing Paying Agent Amount, and (iiic) a duly completed Allocation Schedule (the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted “Estimated Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement”). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to the SAP Accounting Principles, as applicable, and (i) Indebtedness, in the amount owed to each creditor of any case of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Estimated Net Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) in the case of the Estimated Surplus Amount, in a manner consistent with the example set forth on Exhibit D and (iii) in the case of the Estimated Transaction Expense Tax Benefit Amount, (x) the aggregate amount of Transaction Expense Tax Deductions that represent legal expenses shall be of the “Legal Expense Deduction Cap” set forth on Exhibit C, and (y) the aggregate amount of Transaction Expense Tax Deductions that do not represent legal expenses shall be of the “Non-Legal Expense Deduction Cap” set forth on Exhibit C (it being understood and agreed that any Transaction Expense Tax Deductions in this clause (y) taken individually may exceed the corresponding amounts set forth on Exhibit C so long as the aggregate amount of all Transaction Expense Tax Deductions in this clause (y) do not exceed the “Non-Legal Expense Deduction Cap”), in the case of each of (x) and (y), treating any payments included in Transaction Expense Tax Deductions as though they were paid as of the Adjustment Time. After delivery of the Estimated Closing Statement, each of the Company and the resulting Merger Consideration SharesRepresentative shall use its reasonable best efforts to provide promptly to Parent and its accountants and other representatives reasonable access at reasonable times to review the Company’s and its Subsidiaries’ books and records and any work papers reasonably related to the preparation of the Estimated Closing Statement. Parent and its accountants and other representatives may make reasonable inquiries of the Company, if its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and each of the Company and the Representative shall use its reasonable best efforts to cause any such accountants and employees of the Company and its Subsidiaries to cooperate with and respond to such inquiries. The Company shall consider in good faith any reasonable comments made in good faith that Parent provides and delivers to the Company in writing no later than two Business Days prior to the Closing. To the extent that the Company accepts any such reasonable comments, the Company shall deliver a revised Estimated Closing Statement to Parent prior to the Closing had occurred on Date reflecting such dateaccepted comments, in each case prepared and calculated in accordance which shall be the Estimated Closing Statement for purposes of this Agreement. In the event that (A) Parent does not timely deliver a written notice of its comments as contemplated hereby, or (B) the Company does not agree with this Agreement (other than the use of such earlier date in lieu any of the Reference Time)proposed comments by Parent in such notice, then the Estimated Closing Statement delivered by the Company shall be the Estimated Closing Statement for purposes of this Agreement.

Closing Calculations. Not less than five (a) Not later than three (35) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser Parent a statement certified by the Company’s chief executive officer (the “Closing Estimated Base Purchase Price Statement”) setting forth forth, in each case as of the Reference Time, (ia) an estimated consolidated balance sheet of the Target Companies as of the Reference TimeGroup Companies, prepared in (b) good faith calculations of estimated Adjusted EBITDA, estimated Cash, estimated Debt, estimated Net Indebtedness and estimated Net Working Capital (it being understood that Net Working Capital shall be in accordance with the Accounting Principles (the “Closing Balance Sheet”form set forth in Annex 12.01(c)), (iic) a good faith calculation calculations of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Base Purchase Price (the “Estimated Base Purchase Price”), estimated aggregate Closing Net Indebtedness”Option Consideration, a schedule of the estimated Closing Option Consideration for each First Tier In-the-Money Option, estimated aggregate Closing Restricted Stock Unit Consideration in respect of Restricted Stock Units, estimated Per Share Participating Amount, estimated Series A Per Share Amount, estimated Series A-1 Per Share Amount and estimated Series B Per Share Amount and (d) estimated Fully Diluted Shares (as calculated pursuant to clause (a) of the definition thereof) (the amounts set forth pursuant to clauses (b), (c) and (B) Net Working Capital (d), collectively, the “Closing Net Working CapitalEstimated Amounts”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Estimated Base Purchase Price Statement and the determinations contained therein shall be prepared in accordance with this Agreement, including the Accounting Principles Principles. Not less than two (2) Business Days prior to the anticipated Closing Date, Parent shall notify the Company in the event that it disputes any aspect of the Estimated Base Purchase Price Statement, the determinations therein or the calculations thereof. Prior to the Closing Date, Parent and otherwise the Representative shall negotiate in accordance with good faith to resolve any such dispute (or any aspect thereof). If any such dispute is resolved prior to the anticipated Closing Date, the Company shall deliver to Parent prior to the anticipated Closing Date a new statement setting forth the information required pursuant to clauses (a), (b), (c) and (d) of this Section 1.05, which shall be the Estimated Base Purchase Price Statement for purposes of this Agreement. The Parent’s failure to timely notify the Company that it disputes an aspect of the Estimated Base Purchase Price Statement, or the Parties’ resolution of or failure to resolve any dispute raised pursuant to this Section 1.05, shall not prejudice Parent’s ability to dispute or raise objections to any aspect of the Estimated Base Purchase Price Statement or the determination of the Estimated Amounts following the Closing Statement will also include with respect to (i) IndebtednessDate, and, for the avoidance of doubt, the amount owed Parties acknowledge and agree that no dispute related to each creditor the Estimated Base Purchase Price Statement shall in and of any itself delay or condition the occurrence of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforClosing. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later than three five (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (35) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”)Principles, (iib) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) , Net Working Capital (the “Closing Net Working Capital”)and Transaction Expenses, in each case, as of the Reference Time, Time and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each along with reasonably detailed calculations), and (c) the resulting estimated number of Exchange Shares to be issued by the Purchaser at the Closing (the “Closing Exchange Shares”) using the formula in Section 1.2 based on such estimates of Closing Net Indebtedness, Net Working Capital and Transaction Expenses, which Estimated Closing Statement will shall be subject to the review and the reasonable approval by the Purchaser. Promptly upon after delivering the Estimated Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the PurchaserPurchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) IndebtednessIndebtedness of the Target Companies, the amount owed to each creditor of any of the Target Companies and payment instructions, and, with respect to an Indebtedness that the Company and the Purchaser agree to pay in full as of the Closing, payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) . Schedule 1.11 1.4 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Indebtedness, Net Working CapitalCapital and Transaction Expenses, and the resulting Merger Consideration Exchange Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Agreement.

Closing Calculations. (a) Not No later than three (3) Business Days prior to the Closing Date, the Purchaser Company shall deliver to the Company Buyer a statement certified by an executive officer of Company (the “Expense Estimated Closing Statement”) setting forth Company’s good faith estimate of (A) Closing Cash, (B) Closing Company Group Debt, (C) Closing Company Group Short Term-Debt, (D) Closing Company Group Long-Term Debt, (E) Closing Company Group Net Debt and (F) Closing Company Group Net Short-Term Debt; provided, that Company may update the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Estimated Closing Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense deliver such updated Estimated Closing Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make Buyer at any appropriate adjustments to the Expense Statement time prior to 12:01 a.m. New York time on the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this AgreementClosing Date. (b) Not later than three two (32) Business Days prior to the Closing Date, the Company Buyer shall deliver to the Purchaser Company a statement certified by the Company’s chief an executive officer of Buyer (the “Buyer Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies Redemption Percentage and (ii) Transaction Expensesthe Cash Consideration, the amount owed Closing Share Consideration, the Earnout Shares, and the Note Principal Amount. If Company updates the Estimated Closing Statement following the delivery of the Buyer Closing Statement, Buyer shall update the Buyer Closing Statement accordingly and deliver an updated Buyer Closing Statement to each payee thereof Company. Following the delivery of the Buyer Closing Statement, if Company has any objection to any amounts included in the Buyer Closing Statement, Buyer and payment instructions thereforCompany shall reasonable cooperate in good faith to resolve any such objections. (c) Schedule 1.11 sets forth Not later than one (1) Business Day prior to the Closing Date, Company shall deliver to Buyer a statement certified by an illustrative statement (the “Reference Statement”) prepared in good faith by the executive officer of Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as each Company Stockholder’s share of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Transaction Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Schedule II.

Closing Calculations. (a) Not No later than three five (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (35) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser Goldenstone a statement prepared by the Company in good faith and certified by the Company’s chief an executive officer of Company (the “Closing Statement”) setting forth the following: (i) an estimated consolidated balance sheet the name and address of record of each Company SecurityHolder and the Target Companies as number and class, type, or series of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), shares held by each; (ii) a good faith calculation the number of shares of Company Fully Diluted Capital Stock; (iii) detailed calculations of each of the Company’s estimate of the following (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as determined without regard to withholding): (A) the Per Share Merger Consideration payable to each named Company Securityholder; (B) the Exchange Ratio; and (C) for each Company Securityholder, its pro rata portion of the Reference Time, and (iii) the resulting calculation of the number of Closing Merger Consideration Shares for its Company Securities; (using the Excess Capped Expenses set forth in the Expense Statementiv) any explanatory or supporting information, including calculations, as Goldenstone may reasonably request. (each with reasonably detailed calculations), which b) The Closing Statement will delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.06, subject to Goldenstone’s rights pursuant to Section 3.06(a)(v). (c) The contents of the Closing Statement delivered by the Company hereunder shall be subject to the reasonable review and comment by ▇▇▇▇▇▇▇▇▇▇▇ and shall comport with the reasonable approval by provisions of this Agreement, but the Purchaser. Promptly upon delivering Company shall, in all events, remain solely responsible for the contents of the Closing Statement to Statement. Under no circumstances shall Goldenstone or Merger Sub be responsible for the Purchaser, calculations or the Company will meet with the Purchaser to review and discuss determinations regarding such calculations in the Closing Statement and the Company will consider in good faith the Purchaser’s comments parties agree that Goldenstone and Merger Sub shall be entitled to rely on the Closing Statement and make any appropriate adjustments to the Closing Statement prior in making payments under Article III. (d) Prior to the Closing, which adjusted the Company shall update the Closing Statement, and deliver such updated Closing Statement to Goldenstone, as mutually approved by promptly as practicable after the Company and occurrence of any event that would change the Purchaser, shall thereafter become information set forth in the latest version of the Closing Statement for all purposes of that it previously delivered to Goldenstone. (e) Nothing contained in this Agreement. The Section 3.06 or in the Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to construed or deemed to: (i) Indebtedness, modify the amount owed Company’s obligations pursuant to each creditor this Agreement to obtain Goldenstone’s prior consent to the issuance of any of the Target Companies and securities; or (ii) Transaction Expenses, alter or amend the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as definition of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if . For the Closing had occurred on such dateavoidance of doubt, in each case prepared and calculated in accordance with this Agreement (other than no event shall the use of such earlier date in lieu of aggregate merger consideration payable to the Reference Time)Company Stockholders exceed the Aggregate Closing Merger Consideration.

Closing Calculations. (a) Not later less than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser Parent a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (iib) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Cash (the “Closing Net Estimated Cash”), Indebtedness (the “Estimated Indebtedness”) and (B) ), Net Working Capital (the “Closing Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction Expenses”), in each case, as of (c) Tax Savings (the Reference Time, “Estimated Tax Savings”) and (iiid) the resulting calculation of Closing Cash Consideration, the number of Merger Closing Payment Amount and the aggregate Closing Option Consideration Shares (using the Excess Capped Expenses set forth “Estimated Closing Statement”). The Parent may submit any objections in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject writing to the review and Company until 5:00 p.m. New York time on the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement Business Day prior to the Purchaser, the Company will meet with the Purchaser to review and discuss the anticipated Closing Statement Date and the Company will consider in good faith any revisions proposed by the Purchaser’s comments Parent to the Estimated Closing Statement and make any appropriate adjustments to Statement. After delivery of the Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the PurchaserCompany shall use its, and shall thereafter become the Closing Statement for all purposes of this Agreementcause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later less than three (3) five Business Days prior to the anticipated Closing DateDate (or such shorter period of time as agreed to by Parent), the Purchaser Company shall prepare and deliver to the Company Parent a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (iia) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Closing Cash (the “Closing Net Estimated Cash”), Surplus Amount (the “Estimated Surplus Amount”), Company Indebtedness (the “Estimated Company Indebtedness”) and (B) ), Closing Net Working Capital (the “Closing Estimated Net Working Capital”), in Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”) and Company Transaction Expenses (“Estimated Transaction Expenses”), each case, as of the Reference Adjustment Time, and in each case with reasonable documentation, (iiib) based thereon, the resulting calculation of the number of Closing Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the aggregate Per Option Closing Statement to the PurchaserMerger Consideration, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement(c) a duly completed Allocation Schedule. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the definitions set forth in this Agreement, the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to the SAP Accounting Principles, as applicable, and (i) Indebtedness, in the amount owed to each creditor of any case of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Estimated Net Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) in the case of the Estimated Transaction Tax Benefits, in a manner consistent with the example set forth on Exhibit C and (iii) in the case of the Estimated Surplus Amount, in a manner consistent with the example set forth on Exhibit D. The Company shall provide Parent with a reasonable opportunity to review and comment on the Estimated Closing Statement and the resulting Merger Consideration Shares, if components thereof and the Company shall consider in good faith any reasonable comments made in good faith that Parent provides and delivers to the Company in writing no later than the Business Day immediately prior to the Closing had occurred on Date. To the extent that the Company accepts (in its sole and absolute discretion) any such datereasonable comments, in each case prepared and calculated in accordance with the Company shall deliver a revised Estimated Closing Statement to Parent prior to the Closing Date reflecting such accepted comments, which shall be the Estimated Closing Statement for purposes of this Agreement Agreement. In the event that (other A) Parent does not deliver a written notice of its comments no later than the use of such earlier date in lieu Business Day immediately prior to the Closing Date, or (B) the Company does not agree with any of the Reference Time)proposed comments by Parent in such notice, then the Estimated Closing Statement delivered by the Company shall be the Estimated Closing Statement for purposes of this Agreement.

Closing Calculations. (a) Not later than The Company shall prepare, and deliver to CS at least three (3) Business Days prior to the Closing DateClosing, the Purchaser shall deliver to the Company a statement spreadsheet (the “Expense StatementSpreadsheet”) setting forth in a form reasonably acceptable to the estimated Excess Capped ExpensesPaying Agent and CS, if anywhich Spreadsheet shall be certified by the Company (and signed by the Chief Executive Officer of the Company on its behalf), as complete and correct as of the Closing and which shall separately list, as of the Reference Timeclose of business on the Closing Date, which Excess Statement will be subject (a) the amounts of (i) Company Cash, (ii) Closing Debt to the review and the reasonable approval extent not paid by the Company. Promptly upon delivering the Expense Statement Company prior to the CompanyClosing and, separately, Third-Party Expenses (the Purchaser will meet with “Estimated Third-Party Expenses”), (iii) Indebtedness to the extent not paid by the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company (iv) Net Working Capital and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer estimated Net Working Capital Adjustment (the “Closing StatementEstimated Net Working Capital Adjustment”), and (v) setting forth (i) an estimated consolidated balance sheet half of the Target Companies as fees and expenses of the Reference Time, prepared in good faith and Escrow Agent in accordance with the Accounting Principles Escrow Agreement and half of the fees and expenses of the Paying Agent in accordance with Section 1.9(a), itemized and detailed to CS’s reasonable satisfaction, together with all necessary wire transfer information for each person to whom the Closing Debt is owed, (b) all Stockholders and their respective last-known addresses, the number of shares of Company Capital Stock held by such persons (including the respective certificate numbers), the amount of cash payable to each holder pursuant to Section 1.7(a) hereof, the amount of cash to be deposited into the Indemnity Escrow Fund on behalf of each Indemnifying Party pursuant to Section 7.4 hereof, and the amount of cash to be deposited into the Net Working Capital Adjustment Escrow Fund on behalf of each Indemnifying Party pursuant to Section 7.4 hereof, and (c) and such other information relevant thereto or which the Paying Agent or CS may reasonably request. Using these estimates and information, CS shall calculate an estimate of the Final Purchase Price (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net IndebtednessEstimated Purchase Price”) and (B) Net Working Capital (deliver to the “Closing Net Working Capital”)Stockholder Representative its good faith calculation, in each casereasonable detail, as of the Reference TimeEstimated Purchase Price, each Indemnifying Party’s Escrow Pro Rata Portion and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the PurchaserSeries AA Stockholder’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforIndemnity Pro Rata Portion. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later less than three five (35) Business Days prior to the Closing Date, the Purchaser Sellers’ Rep shall deliver to the Company Buyer Group Rep a written statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Preliminary Closing Statement”) setting forth (a) its good faith estimate of (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Adjusted Net Working Capital (the “Closing Estimated Adjusted Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Adjusted Net Indebtedness and Closing (“Estimated Adjusted Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such dateIndebtedness”), in each case prepared and calculated in accordance with the definitions contained herein and the Transaction Consideration Methodology and calculated as of the Calculation Time, and (b) the resulting calculation of the Transaction Consideration (“Estimated Transaction Consideration”), the fixed US Share Purchase Consideration, the Canadian Share Purchase Cash Consideration (“Estimated Canadian Share Purchase Cash Consideration”) and the fixed Canadian Share Purchase Share Consideration, in each case, based upon the foregoing. Sellers’ Rep shall make themselves and their Representatives reasonably available to discuss any questions or comments on the Preliminary Closing Statement with the Buyer Group Rep and their Representatives and shall promptly provide to the Buyer Group Rep any supporting documentation reasonably requested by the Buyer Group Rep or their Representatives. The Sellers’ Rep shall consider in good faith any reasonable comments or objections of the Buyer Group Rep and their Representatives to the Preliminary Closing Statement, and upon agreement by the Buyer Group Rep and Sellers’ Rep to a final calculation of the Estimated Transaction Consideration (including the fixed US Share Purchase Consideration, the Estimated Canadian Share Purchase Cash Consideration and the fixed Canadian Share Purchase Share Consideration), such Preliminary Closing Statement shall be deemed amended accordingly. (b) As soon as reasonably practicable following the Closing Date, and in any event within one hundred twenty (120) calendar days thereof, the Buyer Group Rep (i) shall cause the Acquired Companies to deliver to Sellers’ Rep the Closing Date Financial Statements and (ii) shall deliver a written statement in substantially the same format as the Preliminary Closing Statement (the “Closing Statement”) setting forth the calculations of (A) the Adjusted Net Working Capital (“Final Adjusted Net Working Capital”), and (B) the Adjusted Net Indebtedness (“Final Adjusted Net Indebtedness”), in each case, in each case prepared and calculated in accordance with the definitions contained herein and the Transaction Consideration Methodology and calculated as of the Calculation Time. The Closing Statement shall be prepared, and the Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness shall each be calculated, in accordance with the definitions contained herein and the Transaction Consideration Methodology. With respect to each item delivered by Buyer Group Rep to Sellers’ Rep pursuant to this Section 2.03(b), Buyer Group Rep shall include an itemized list of all sums which are an increase or a decrease to the balances included in the Closing Statement. (c) The parties agree that the purpose of preparing the Closing Statement and calculating the Final Adjusted Net Working Capital, Final Adjusted Net Indebtedness, and the related Adjustment Amount contemplated by this Section 2.03 is to measure the amount of Adjusted Net Working Capital and Adjusted Net Indebtedness based on facts and circumstances as they exist as of the Calculation Time in accordance with this Agreement, including applicable definitions herein and the Transaction Consideration Methodology, without giving effect to the Transactions. (d) Following the Closing, Buyer Group Rep shall provide Sellers’ Rep and its Representatives reasonable access (during normal business hours and upon reasonable advance notice) to the books and records, properties, personnel and (subject to the execution of customary work paper access letters, if requested) Auditors relating to the preparation of the Closing Statement and shall make itself and its Representatives reasonably available to discuss any questions or comments on the Closing Statement with Sellers and their Representatives. (e) If Sellers disagree with any aspect of the Closing Statement Buyer Group’s calculation of Final Adjusted Net Working Capital or Final Adjusted Net Indebtedness, Sellers’ Rep shall notify Buyer Group Rep of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within forty five (45) days after its receipt of Buyer Group’s calculations of the Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness. In the event that Sellers’ Rep does not provide such a notice of disagreement within such forty five (45) day period, Sellers and Buyer Group shall be deemed to have agreed to the calculation of Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness delivered by Buyer Group, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, Buyer Group and Sellers shall use their respective reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Closing Statement and the calculations of Final Adjusted Net Working Capital or Final Adjusted Net Indebtedness. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, then any such remaining disagreements (the “Disputed Matters”) shall be resolved by Deloitte LLP, or (i) if such firm is unable or unwilling to be so engaged, or (ii) if either the Buyer Group or the Sellers reasonably determine that Deloitte LLP is not, or is no longer, independent with respect to the Disputed Matters, then the Disputed Matters shall instead be resolved by another independent accounting or financial consulting firm of nationally recognized standing mutually selected by the Buyer Group and the Sellers (the firm so designated, the “Independent Accountant”). Each of Buyer Group and Sellers shall promptly provide its assertions regarding the Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness in writing to the Independent Accountant and, substantially concurrently with the provision thereof to the Independent Accountant, to each other. No party or any of their Representatives shall have any ex-parte communication with the Independent Accountant relating to its services under or in connection with this Agreement or the Transactions. The Independent Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties agree shall not be later than sixty (60) days following the day on which the disagreement is referred to the Independent Accountant). The Independent Accountant shall act as an expert and not arbitrator. The Independent Accountant shall base its determination solely on (i) the written submissions of the parties (or oral hearings where both parties are present) and shall not conduct an independent investigation, and (ii) the extent (if any) to which the Closing Statement, the Final Adjusted Net Working Capital or Final Adjusted Net Indebtedness require adjustment (only with respect to the remaining disagreements submitted to the Independent Accountant or any adjustments required under Canadian GAAP as a result of the Independent Accountant’s resolution of such disagreements to avoid double counting or inconsistent treatment) in order to be determined in accordance with this Agreement (including the Transaction Consideration Methodology). For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than the use Disputed Matters. The determination of the Independent Accountant (which shall be in writing and include the reasons for the Independent Accountant’s determination) shall be final, conclusive and binding on the parties absent manifest error. In making its determination, the Independent Accountant shall disregard any settlement proposal or negotiation materials exchanged between Buyer and Seller prior to the Determination Date with respect to any disputed item referred to the Independent Accountant pursuant to this Section 2.03(e). In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any party or lesser than the lowest value claimed for such disputed item by any party. The date on which Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness are finally determined either through agreement by Buyer Group and Sellers (deemed or express) or through the determination of the Independent Accountant, in each case, in accordance with this Section 2.03(e) is hereinafter referred to as the “Determination Date.” All fees and expenses of the Independent Accountant relating to the work, if any, to be performed by the Independent Accountant hereunder shall be borne pro rata as between Buyer Group, on the one hand, and Sellers, on the other, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer Group and Sellers (set forth in the written submissions to the Independent Accountant) made by the Independent Accountant such that the party prevailing on the greater dollar value of such earlier date in lieu disputes pays the lesser proportion of the Reference Timefees and expenses. For example, if Sellers challenge items underlying the calculations of Final Adjusted Net Working Capital or Final Adjusted Net Indebtedness in the gross amount of $1,000,000, and the Independent Accountant determines that Buyer Group has a valid claim for $400,000 of the $1,000,000, Buyer Group shall bear 60% of the fees and expenses of the Independent Accountant and Sellers shall bear 40% of the fees and expenses of the Independent Accountant. (f) The “Adjustment Amount”, which may be positive or negative, means (i) Final Adjusted Net Working Capital (as finally determined in accordance with Section 2.03(e)), minus Estimated Adjusted Net Working Capital, plus Estimated Adjusted Net Indebtedness minus Final Adjusted Net Indebtedness (as finally determined in accordance with Section 2.03(e)). For the avoidance of doubt, the Adjustment Amount shall apply exclusively to the Canadian Share Purchase Cash Consideration, increasing or reducing it as applicable. (g) If the Adjustment Amount is a positive number (such amount, the “Increase Amount”), then, promptly following the Determination Date, and in any event within three (3) Business Days thereof, Buyer shall pay, in accordance with Section 2.03(e)), by wire transfer of immediately available funds, an amount in cash equal to the Increase Amount. If the Adjustment Amount is a negative number (the absolute value of such amount, the “Deficit Amount”), then, promptly following the Determination Date, and in any event within three (3) Business Days of the Determination Date, Sellers shall pay to the Buyer Group an amount in cash equal to the Deficit Amount by wire transfer of immediately available funds.

Closing Calculations. (a) Not later than three the fifth (35th) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days Day prior to the Closing Date, the Company shall deliver to the Purchaser Parent a statement statement, certified by the Company’s chief executive officer (the “Estimated Closing Statement”) ), setting forth (ia) an the estimated consolidated balance sheet of the Target Companies Company as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Estimated Closing Balance Sheet”), (iib) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less (the amount of its “Estimated Indebtedness”), Total Expenses (“Estimated Total Expenses”), and cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”)equivalents, in each case, as of the Reference Time, and (iiic) the resulting calculation of the number of estimated Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement“Estimated Merger Consideration”) (each with reasonably detailed calculations); provided, which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly that upon delivering the Estimated Closing Statement to the PurchaserParent, the Company will meet with the Purchaser Parent to review and discuss the Estimated Closing Statement and the Company will consider in good faith the PurchaserParent’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and the Purchaser, Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies Company, and payment instructions, together with payoff and lien release letters from Company’s creditors in form and substance reasonably acceptable to the Parent, and (ii) Transaction Total Expenses, the amount owed to each payee thereof thereof, and payment instructions thereforinstructions. (cb) Schedule 1.11 sets forth an illustrative statement (On or prior to the “Reference Statement”) prepared in good faith by Business Day prior to the Closing Date, the Parent shall deliver to the Company in cooperation with the Purchaser a statement setting forth the various line items used Parent’s good faith calculation, subject to the Company’s reasonable review and approval, of (or to be usedi) in, and illustrating for sample purposes only the estimated Net Parent Cash as of the date Closing and (ii) the resulting Estimated Closing Cash Consideration based on such estimated Net Parent Cash and the amounts set forth thereinin the Estimated Closing Statement, the as it may have been adjusted pursuant to this Section 1.13, together with all necessary documentation to support Parent’s calculation of Closing the estimated Net Indebtedness and Closing Net Working CapitalParent Cash, including but not limited to bank statements or investment account statements, and the resulting Merger Consideration Shares, if the Estimated Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Cash Consideration.

Closing Calculations. Not less than five (a) Not later than three (35) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall will deliver to the Purchaser Parent a statement certified certificate signed by the Company’s chief executive officer Company CFO, solely in such capacity and not in his personal capacity (the “Closing StatementCertificate”) ), setting forth (ia) an estimated a preliminary consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in (b) (i) (A) the Company’s good faith and in accordance with estimate of Cash as of the Accounting Principles Reference Time after the paydown of Company Transaction Expenses prior to the Closing plus (B) 50% of the Equity Backstop Commitment Fee paid by the Company prior to the Closing (collectively, the “Closing Balance SheetCash”), (ii) a good faith calculation of the Company’s good faith estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, including the Payoff Amount (the “Closing Indebtedness”), and (iii) the resulting calculation Company’s good faith estimate of Company Transaction Expenses that will be unpaid as of the number Closing (the “Closing Company Transaction Expenses”). The Closing Certificate so delivered by the Company CFO will confirm in writing that it has been prepared in good faith using the latest available financial information and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Closing Certificate and will also include, consistent with the foregoing calculations, the Company’s determination of (1) the Closing Aggregate Merger Consideration Shares and (using 2) the Excess Capped Expenses Per Common Share Closing Merger Consideration. Parent shall be entitled to review and make reasonable comments on the matters and amounts set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved Certificate so delivered by the Company and CFO pursuant to this Section 1.05. The Company will cooperate with Parent in the Purchaser, shall thereafter become review of the Closing Statement for all purposes Certificate, including providing Parent and its Representatives with reasonable access to the relevant books, records and finance employees of this Agreementthe Company. The Company will cooperate reasonably with Parent to revise the Closing Statement and Certificate if necessary to reflect Parent’s reasonable comments. If the determinations contained therein Closing Certificate is so revised, such revised Closing Certificate, or if Parent had no such comments, then the initial Closing Certificate shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or deemed to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of final “Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, Statement,” in each case prepared and calculated as approved in accordance with this Agreement writing by Parent (other than the use of such earlier date in lieu of the Reference Timewhich approval shall not be unreasonably withheld, conditioned or delayed).

Closing Calculations. Not less than five (a) Not later than three (35) Business Days prior to the anticipated Closing Date, the Purchaser shall Company will deliver to the Company Parent a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in (b) the Company’s good faith and in accordance with estimate of (i) Cash as of the Accounting Principles Reference Time (the “Closing Balance SheetEstimated Cash”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, including the Payoff Amount (the “Estimated Indebtedness”), (iii) Net Working Capital as of the Reference Time (the “Estimated Net Working Capital”) and the Target Net Working Capital Amount (the “Estimated Target Net Working Capital Amount”), (iv) Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (v) the Acquisition Adjustment Amount as of the Reference Time (the “Estimated Acquisition Adjustment Amount”), which statement the Company will confirm in writing has been prepared using the Preparation Methodology and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Estimated Closing Statement, (c) consistent with the foregoing calculations, the Company’s determination of (i) the Closing Aggregate Merger Consideration, (ii) the Per Common Share Closing Cash Consideration and (iii) the resulting calculation Per Common Share Parent Stock Consideration, and (d) the amount of the number of Preferred Stock Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this AgreementConsideration. The Estimated Closing Statement and the determinations contained therein shall will be prepared in accordance with the Accounting Principles and otherwise Preparation Methodology as set forth in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement Exhibit F (the “Reference StatementPreparation Methodology”) prepared ). Parent shall be entitled to review and make reasonable objections to the matters and amounts set forth in good faith the Estimated Closing Statement delivered by the Company pursuant to this Section 1.06. The Company will cooperate with Parent in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as review of the date set forth thereinEstimated Closing Statement, including providing Parent and its representatives with reasonable access during normal business hours to the relevant books, records and finance employees of the Company. Based on Parent’s reasonable objections, the calculation of Company and Parent will cooperate reasonably to update the Estimated Closing Net Indebtedness and Closing Net Working CapitalStatement delivered by the Company under this Section 1.06, and the resulting Merger Consideration Shares, if prior to the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Date.

Closing Calculations. Not less than five (a) Not later 5), but no more than three seven (3) 7), Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser Parent a draft statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (iib) a good faith calculation of the Company’s 's estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Funded Debt (the “Closing Net Indebtedness”) and (B) "Estimated Funded Debt"), Net Working Capital (the “Closing "Estimated Net Working Capital”") and Transaction Expenses ("Estimated Transaction Expenses"), in each case(c) the Closing Cash Consideration, as the Preferred Stockholder Aggregate Amount, the Common Closing Cash Consideration, the Per Share Common Closing Cash Consideration, the aggregate Closing Option Consideration, the MIP Closing Consideration, and the Rollover Option Amount and (d) a detailed funds flow showing the amount of the Reference Time, Closing Cash Consideration each Securityholder is to receive at the Closing. Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and (iii) the resulting calculation Company will cooperate in good faith with Parent to revise the draft statement to reflect the mutual agreement of the number of Merger Consideration Shares (using Company and Parent with respect to the Excess Capped Expenses estimated amounts set forth in the Expense preceding sentence (as so revised and agreed, the "Estimated Closing Statement"). After delivery of the Estimated Closing Statement, Parent and its accountants and other representatives shall be permitted full access at reasonable times to review the Company's and its Subsidiaries' books and records and any work papers (subject to Parent and its representatives entering into any undertakings required by the Company's accountants in connection therewith) (each related to the preparation of the Estimated Closing Statement. Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with reasonably detailed calculations), which the Estimated Closing Statement will be subject to arising in the course of their review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaserthereof, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments shall use its, and shall cause its Subsidiaries to the Closing Statement use their, commercially reasonable efforts to cause any such accountants and make any appropriate adjustments employees to the Closing Statement prior cooperate with and respond to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreementsuch inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser GigCapital2 a statement certified by an executive officer of the Company (the “Estimated Closing Statement”) setting forth the Company’s chief good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) Company Closing Net Debt, and (iv) the Company Fully Diluted Common Stock; provided, that Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital2 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital2 shall deliver to the Company a statement certified by an executive officer of GigCapital2 (the “GigCapital2 Closing Statement”) setting forth (i) an estimated consolidated balance sheet the Aggregate Merger Consideration, the Aggregate Merger Consideration Value and the Per Share Merger Consideration. If the Company updates the Estimated Closing Statement following the delivery of the Target Companies as of GigCapital2 Closing Statement, GigCapital2 shall update the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which GigCapital2 Closing Statement will be subject to the review accordingly and the reasonable approval by the Purchaser. Promptly upon delivering the deliver an updated GigCapital2 Closing Statement to the PurchaserCompany. Following the delivery of the GigCapital2 Closing Statement, if the Company will meet with has any objection to any amounts included in the Purchaser to review and discuss the GigCapital2 Closing Statement Statement, GigCapital2 and the Company will consider shall reasonably cooperate in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforresolve such objection. (c) Schedule 1.11 sets forth an illustrative statement No later than one (1) Business Day prior to the “Reference Statement”) prepared in good faith by Closing Date, the Company in cooperation with shall deliver to GigCapital2 a statement certified by an executive officer of the Purchaser Company setting forth the various line items used (or Aggregate Merger Consideration that will be payable to be used) ineach holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and illustrating for sample purposes only such other information as GigCapital2 may reasonably request of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Company.

Closing Calculations. (a) Not As soon as practicable following the Special Meeting and measurement of redemptions by Acquiror pursuant to the Offer, and no later than three two (32) Business Days prior to the Closing Date, the Purchaser Acquiror shall deliver to provide the Company a statement (the “Expense Estimated Aggregate Company Stock Consideration Statement”) setting forth Acquiror’s good faith estimate of the estimated Excess Capped Expenses(i) the Variable Stock Amount and (ii) the Aggregate Company Stock Consideration and reasonable detail supporting the calculation thereof. Following delivery of the Estimated Aggregate Company Stock Consideration Statement, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company has any comment with respect to review and discuss any amounts included in the Expense Statement and the Purchaser will Estimated Aggregate Company Stock Consideration Statement, Acquiror shall consider such comments in good faith and shall revise the Company’s comments Estimated Aggregate Company Stock Consideration Statement to give effect to such comments, except to the Expense Statement and make extent that Acquiror reasonably determines that a comment is inconsistent with this Agreement or any appropriate adjustments to the Expense Statement prior to the ClosingAncillary Agreement, which adjusted Expense as applicable. The Estimated Aggregate Company Stock Consideration Statement, as mutually approved by revised in accordance with the preceding sentence, shall be the “Final Aggregate Company Stock Consideration Statement.” The amounts set forth in the Final Aggregate Company Stock Consideration Statement shall be final and binding on the Company and Acquiror, and neither Company nor Acquiror shall be entitled to challenge any interpretation or determination made by Acquiror in calculating the Purchaser, shall thereafter become amounts set forth in the Expense Statement for all purposes of this AgreementFinal Aggregate Company Stock Consideration Statement. (b) Not later than three (3) Business Days prior Once the Final Aggregate Company Stock Consideration Statement has been determined pursuant to the Closing DateSection 3.06(a), the Company shall deliver to the Purchaser provide Acquiror a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth calculations based on the Aggregate Company Stock Consideration determined in accordance with Section 3.06(a) of the (i) an estimated consolidated balance sheet Per Share Company Preferred Cash Consideration, (ii) the Per Share Company Preferred Stock Consideration, (iii) the Per Share Company Common Stock Consideration, and (iv) the amount of each that will be paid to each Company Stockholder. Following delivery of the Target Companies as of Estimated Closing Statement, if Acquiror has any comment with respect to any amounts included in the Reference TimeEstimated Closing Statement, prepared the Company shall consider such comments in good faith and shall revise the Estimated Closing Statement to give effect to such comments, except to the extent that the Company reasonably determines a comment is inconsistent with this Agreement and any Ancillary Agreement, as applicable. The Estimated Closing Statement, revised in accordance with the Accounting Principles (preceding sentence, shall be the “Final Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses Statement.” The amounts set forth in the Expense Statement) (each with reasonably detailed calculations), which Final Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles final and otherwise in accordance with this Agreement. The Closing Statement will also include with respect binding on all Company Stockholders, and no Company Stockholder shall be entitled to (i) Indebtedness, the amount owed to each creditor of challenge any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith interpretation or determination made by the Company in cooperation with calculating the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date amounts set forth therein, in the calculation of Final Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Statement.

Closing Calculations. (a) Not later than three At least five (35) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement certified by an executive officer of the Purchaser (the “Expense Purchaser Closing Statement”) setting forth a good faith calculation of the estimated Excess Capped Expenses, if any, Purchaser’s estimate of the Purchaser Expenses as of the Reference Time, which Excess Statement will be subject to the review Closing and the Excess Purchaser Expenses, and indicating whether the Sponsor has elected in accordance with the Sponsor Letter Agreement for any or all of such Excess Purchaser Expenses to be a Purchaser Expense Consideration Adjustment, in reasonable approval by detail including for each component thereof, along with the Companyamount owed to each creditor of the Purchaser, and evidence reasonably necessary to confirm such calculations. The Purchaser Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement. Promptly upon delivering the Expense Purchaser Closing Statement to the Company, if requested by the Company, the Purchaser will meet with the Company to review and discuss the Expense Purchaser Closing Statement and the Purchaser will consider and the Company shall work together in good faith to finalize the Company’s comments to the Expense Purchaser Closing Statement and make any appropriate adjustments to the Expense Statement with adjustment thereto prior to the Closing, which . The adjusted Expense Purchaser Closing Statement, as mutually approved by the Company and the PurchaserPurchaser both acting reasonably and in good faith, shall thereafter become the Expense Purchaser Closing Statement for all purposes of this Agreement. The Purchaser Closing Statement and the determinations contained therein, as finally agreed upon in accordance with this Section 1.9(a), shall be the final determinations with respect to the amounts set forth therein. (b) Not later than At least three (3) Business Days prior to the Closing DateDate (subject to the receipt and continuing negotiation of the Purchaser Closing Statement in accordance with Section 1.9(a)), the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Company Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) Indebtedness and (B) Net Working Capital (the “Closing Net Working Capital”)Unpaid Company Transaction Expenses, in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using and Per Share Price based on such estimates and the Excess Capped Expenses Purchaser Expense Consideration Adjustment, if any, as set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by in reasonable detail including for each component thereof, along with the Company amount owed to each creditor of any of the Target Companies, and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreementbank statements and other evidence reasonably necessary to confirm such calculations. The Company Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Promptly upon delivering the Company Closing Statement will also include with respect to (i) Indebtednessthe Purchaser, if requested by the Purchaser, the amount owed Company will meet with the Purchaser to each creditor of any of review and discuss the Target Companies Company Closing Statement and (ii) Transaction Expenses, the amount owed to each payee thereof Purchaser and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared Company shall work together in good faith to finalize the Company Closing Statement with adjustment thereto prior to the Closing, including for any changes resulting from changes to the Purchaser Closing Statement as finally determined in accordance with Section 1.9(a). The adjusted Company Closing Statement, as mutually agreed to by the Company in cooperation with and the Purchaser setting forth both acting reasonably and in good faith, shall thereafter become the various line items used (or to be used) in, Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and illustrating for sample purposes only as of the date set forth determinations contained therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated as finally agreed upon in accordance with this Agreement (other than Section 1.9(b), shall be the use of such earlier date in lieu of final determinations with respect to the Reference Time)amounts set forth therein.

Closing Calculations. Not less than five (a) Not later than three (35) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser Parent a statement certified statement, accompanied by a certificate executed on its behalf by the Chief Financial Officer of the Company’s chief executive officer (the “Closing Statement”) , setting forth (ia) an estimated consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in good faith and in accordance with Time (after giving effect to the Accounting Principles (the “Pre-Closing Balance Sheet”Transactions), (iib) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Estimated Indebtedness”) and (B) ), Net Working Capital (the “Closing Estimated Net Working Capital”), in each case, the sum of the WNFIC Statutory Surplus and ▇▇▇▇▇▇▇▇ Liabilities (the “Estimated WNFIC Cash Amount”) and Transaction Expenses (“Estimated Transaction Expenses”) as of the Reference Time, Time (after giving effect to the Pre-Closing Transactions) and (iiic) the resulting calculation of Closing Residual Cash Consideration, the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review Payment Amount and the reasonable approval by Blocker Closing Payment Amount (the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted “Estimated Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement”). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared Company shall consult in good faith with the Parent regarding the preparation of the Estimated Closing Statement, including any estimates of such amounts. The Company’s calculations shall be accompanied by reasonable supporting detail. Not less than two (2) Business Days prior to the anticipated Closing Date, the Parent may notify the Company of its good faith objections, if any, to the Estimated Closing Statement and, after reviewing Parent’s objections, if any, in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth thereingood faith, the calculation of Company may elect in its sole discretion to deliver a revised Estimated Closing Net Indebtedness and Statement to the Parent at least one (1) Business Day prior to the anticipated Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Date.

Closing Calculations. (a) Not later than three five (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (35) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Debt, the Net Working Capital (Amount and the “Closing Net Working Capital”)Company Transaction Expenses, in each case, as of the Reference Time, and (iiiii) the resulting calculation Merger Consideration and Conversion Ratio based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with Target Companies, and bank statements and other evidence reasonably detailed necessary to confirm such calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, if requested by the Purchaser, the Company will shall meet with the Purchaser to review and discuss the Closing Statement and the Company will shall consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved agreed by the Company and the Purchaser, both acting reasonably and in good faith, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The . (b) Not later than two (2) Business Days prior to the Closing Statement will also Date, the Purchaser shall deliver to the Company the written instruction to the Trustee in relation to the payment of cash out of the Trust Account (the “Instruction to Trustee”), which shall include with respect to a funds flow memorandum setting forth a good faith calculation of the (i) Indebtednessthe aggregate amount of cash in the Trust Account (prior to giving effect to the Redemption), the amount owed to each creditor of any of the Target Companies and (ii) the aggregate amount of all payments required to be made in connection with the Redemption, (iii) the net cash of the Purchaser, after giving effect to the Redemption and any Transaction Financing, and (iv) the Purchaser Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (. Promptly upon delivering the “Reference Statement”) prepared Instruction to Trustee to the Company, if requested by the Company, the Purchaser shall meet with the Company to review and discuss the Instruction to Trustee and the Purchaser shall consider in good faith the Company’s comments to the Instruction to Trustee and make any appropriate adjustments to the Instruction to Trustee prior to the Closing, which adjusted Instruction to Trustee, as mutually agreed by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration SharesCompany, if both acting reasonably and in good faith, shall thereafter become the Closing had occurred on such date, in each case prepared and calculated in accordance with Instruction to Trustee for all purposes of this Agreement (other than the use of such earlier date in lieu of the Reference Time)Agreement.

Closing Calculations. (a) Not The SPAC shall deliver to the Company, no later than three (3) five Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Equity Value Statement”) setting forth the estimated Excess Capped Expenses, if any, as SPAC’s good faith estimate of the Reference TimeSPAC Transaction Costs, which Excess Statement will be subject together with: (x) instructions that list the bank accounts designated to facilitate payment by the Company of the SPAC Transaction Costs; (y) reasonable relevant supporting documentation used by the SPAC in calculating such amounts, including with respect to the review SPAC Transaction Costs; and (z) a certificate of the Chief Financial Officer of the SPAC certifying that the estimates set forth in the Equity Value Statement have been prepared in accordance with this Agreement. The Company and its Representatives shall have a reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company opportunity to review and to discuss with SPAC and its Representatives the Expense Statement documentation provided pursuant to this Section ‎3.9(a) and any relevant books and records. SPAC and its Representatives shall reasonably assist the Purchaser will Company and its Representatives in its review of the documentation and shall consider in good faith the Company’s comments to the Expense Statement Equity Value Statement, and make if any appropriate adjustments are made to the Expense Equity Value Statement prior to the Closing, which such adjusted Expense Statement, as mutually approved by the Company and the Purchaser, Equity Value Statement shall thereafter become the Expense Equity Value Statement for all purposes of this Agreement. The Equity Value Statement and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. The Company will be entitled to rely in all respects upon the Equity Value Statement. (b) Not The Company shall deliver to SPAC, no later than three (3) Business Days prior to the Closing Date, a schedule reflecting the amount, if any, of Available Cash that the Company shall deliver elects, in its sole discretion, will be paid to the Purchaser a statement certified by balance sheet of New Starship at the Company’s chief executive officer Closing (such amount, the “Additional Primary Proceeds Amount”), the calculation of the Company Stockholder Consideration, based upon the amounts contained in the SPAC Financing Certificate and the Equity Value Statement (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference TimePayments Schedule” and, prepared in good faith and in accordance together with the Accounting Principles (Equity Value Statement, the “Pre-Closing Balance SheetStatement”), (ii) a good faith calculation the allocation of the Company’s estimate Company Stockholder Consideration among the Company Stockholders, together with a certificate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as Chief Financial Officer of the Reference Time, and (iii) Company certifying that the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses amounts set forth in the Expense Statement) (each Closing Payments Schedule have been prepared in accordance with reasonably detailed calculations), which Closing Statement will be subject to the review this Agreement and the Company’s Governing Documents. SPAC and its Representatives shall have a reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser opportunity to review and to discuss the Closing Statement and with the Company will and its Representatives the documentation provided pursuant to this Section ‎3.9(b) and any relevant books and records of the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist SPAC and its Representatives in its review of the documentation and shall consider in good faith the PurchaserSPAC’s comments to the Pre-Closing Statement Statement, and make if any appropriate adjustments are made to the Pre-Closing Statement prior to the ClosingClosing (with the Company’s prior written consent), which such adjusted Pre-Closing Statement, as mutually approved by the Company and the Purchaser, Statement shall thereafter become the Pre-Closing Statement for all purposes of this Agreement. The Pre-Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise applicable definitions contained in accordance with this Agreement. The Closing Statement New Starship, SPAC, First Merger Sub and Second Merger Sub will also include with respect be entitled to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared rely in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if all respects upon the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Payments Schedule.

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (i) an estimated ), prepared in good faith, attaching the consolidated balance sheet of the Target Companies Company and its Subsidiaries as of the Reference Time, prepared in Time (which may be based on draft financial statements and/or good faith and in accordance with estimates if the Accounting Principles (final financial statements for the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, month ended as of the Reference TimeTime have not yet been prepared at such time), and (iii) setting forth the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each Book Value and Company Transaction Expenses, along with reasonably detailed calculations)calculations thereof, and the resulting Transaction Consideration payable to the Sellers using the formula in Section 2.2 based on such Book Value and the allocation of the Cash Consideration and the Exchange Shares among the Sellers in accordance with Section 2.2 and Annex I based on Sellers who have provided executed and accepted Exchange Agreements as of such date, which Estimated Closing Statement will shall be subject to the review and the reasonable approval by Purchaser; provided that Purchaser shall inform the PurchaserCompany of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (5) days prior to the Closing, and Purchaser will promptly provide the Company with an update of such amount upon the final determination thereof by the Trustee prior to the Closing. Promptly upon delivering receipt of a written request from Purchaser (which for the avoidance of doubt may be provided via email in accordance with Section 12.1) following the delivery by the Company of the Estimated Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith the Purchaser’s reasonable good faith comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the final Estimated Closing Statement for all purposes of this AgreementAgreement (provided, that (i) the Company shall not be obligated to accept Purchaser’s comments if (A) rejected by the Company reasonably and in good faith and (B) the increase in the aggregate number of Exchange Shares to be issued at the Closing as determined based on the good faith comments of Purchaser that are not accepted by the Company would not be in excess of the total number of Escrow Shares as determined based on the good faith comments of Purchaser that are not accepted by the Company, and (ii) the Company and Purchaser shall make any appropriate adjustments to the Estimated Closing Statement through the Closing based on any additional executed and accepted Exchange Agreements provided by Sellers after their mutual approval of the Estimated Closing Statement). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later less than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a Parent: (a) A statement certified by the Company’s chief executive officer (the “Closing Date Statement”), signed and certified by the Chief Financial Officer of the Company on its behalf, which sets forth a good faith estimate (with reasonable supporting detail) setting forth of (i) an estimated consolidated balance sheet the Company Closing Cash, (ii) Company Closing Debt, (iii) Company Closing Net Debt, (iv) the Aggregate Exercise Price and (v) the Company Fully Diluted Capital Stock. In addition, the Closing Date Statement shall also include (i) the Company’s calculation of the Target Companies as Per Share Merger Consideration based on the foregoing estimates (and the other components contemplated by Section 3.1 in the calculation of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”Per Share Merger Consideration), (ii) a good faith calculation copy of the Company’s estimate good faith estimated unaudited consolidated balance sheet of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, Company as of immediately prior to the Reference TimeClosing upon which such calculations are based, and (iii) wire transfer or other applicable delivery instructions for payment of each item of Company Transaction Expenses to be paid at Closing. Each of the resulting calculation components required to be set forth on the Closing Date Statement shall be calculated in accordance with the definitions set forth in this Agreement. (b) A statement (the “Merger Consideration Schedule”), signed and certified by the Chief Financial Officer of the Company in his or her capacity as such, which sets forth: (i) the Aggregate Closing Merger Consideration, the Aggregate Closing Merger Consideration Value and the Per Share Merger Consideration; (ii) a detailed capitalization schedule of the Company, setting forth all Company Capital Stock; (iii) the portion of the Aggregate Closing Merger Consideration payable in respect of each share of Company Common Stock; and (iv) for each holder of Company Common Stock: (A) the number of shares of Company Common Stock held by such Person (including the respective Certificate number of any certificated Company Common Stock held by such Person), (B) the portion of the Aggregate Closing Merger Consideration Shares required to be paid under the Company Certificate of Incorporation to each holder of Company Common Stock in respect of such holder’s Company Common Stock, and (using the Excess Capped Expenses C) such holder’s aggregate Per Share Merger Consideration. The calculations set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein Merger Consideration Schedule shall be prepared in accordance with the Accounting Principles Company Certificate of Incorporation and otherwise in accordance with this Agreementthe requirements of the DGCL. The Closing Statement will also Parent shall be entitled to rely (without any duty of inquiry) upon the Merger Consideration Schedule, and a Letter of Transmittal shall be required to be delivered by each holder of Company Common Stock as a condition to receipt of any Merger Consideration and shall include with respect to a waiver of, among other things, any and all claims (i) Indebtedness, that the amount owed to each creditor of any Merger Consideration Schedule did not accurately reflect the terms of the Target Companies Company Certificate of Incorporation, and (ii) Transaction Expenses, in connection with the amount owed issuance of any Company Common Stock (including any rights to each payee thereof indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such Stockholder in connection with such issuance). Any amounts delivered by Parent to an applicable holder of Company Common Stock in accordance with the foregoing shall be deemed for all purposes to have been delivered to the applicable holder in full satisfaction of the obligations of Parent under this Agreement and payment instructions thereforParent shall not be responsible or liable for the calculations or the determinations regarding such calculations set forth therein. (c) Parent shall be entitled to review and comment upon the Closing Date Statement and the Merger Consideration Schedule 1.11 sets forth an illustrative statement (delivered by the “Reference Statement”) prepared Company pursuant to this Section 3.6(c), and the Company shall consider Parent’s comments thereto in good faith by (and, in the Company event of any such adjustments based on the comment of Parent, all references in cooperation with this Agreement to the Purchaser setting forth Closing Date Statement or the various line items used (or Merger Consideration Schedule shall be deemed to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on references to such date, in each case prepared and calculated in accordance with this Agreement (other than the use of documents after giving effect to such earlier date in lieu of the Reference Timeadjustments).

Closing Calculations. (a) Not later less than three two (32) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser Parent a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies Company Group as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles Time (the “Closing Estimated Balance Sheet”), and (ii) a schedule which shall set forth, in reasonable detail, (A) a good faith calculation of the CompanyCompany Group’s Cash as of the Reference Time (the “Estimated Cash”), (B) a good faith calculation of the Company Group’s Indebtedness as of the Reference Time (the “Estimated Indebtedness”), (C) a good faith estimate of the (A) amount Company Group’s Net Working Capital as of its Indebtedness less the amount of its cash and cash equivalents Reference Time (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Estimated Net Working Capital”), in each case, as (D) a good faith estimate of the Reference TimeTransaction Expenses (“Estimated Transaction Expenses”), (E) a good faith itemized estimate of Taxes Payable (the “Estimated Taxes Payable”), (F) an accurate calculation of the resulting Closing Merger Consideration, the aggregate Closing Option Consideration, the aggregate Closing Warrant Consideration, and the Closing Payment Amount, (G) wire transfer instructions for the payments to be made by Parent described in Section 2.02 (which shall be orally confirmed by the Company prior to each payment under or pursuant to this Agreement), and (iiiH) the resulting calculation of Funds Allocation (the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted “Estimated Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement”). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement including, for the avoidance of doubt, the Accounting Principles and otherwise the examples set forth in accordance with this Agreement. the Reference Statement. (b) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement will also include and Estimated Balance Sheet and any additional information reasonably requested by the Parent related thereto. To the extent that the Parent disagrees in good faith with respect to (i) Indebtednessany items set forth in the Estimated Closing Statement, the amount owed Parent may deliver written notice of its disagreement to each creditor the Company prior to the Closing Date, and the Company shall consider Parent’s notice of its disagreement in good faith and incorporate any reasonable comments of Parent into a revised Estimated Closing Statement which it shall deliver at least one (1) Business Day prior to the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforClosing. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth thereinThe Parent, the calculation of Closing Net Indebtedness and Closing Net Working CapitalMerger Sub, the Surviving Company and the resulting Merger Consideration SharesPaying Agent shall be entitled, if the Closing had occurred without any duty of inquiry or investigation, to rely on such date, in each case prepared and calculated make payments in accordance with the Funds Allocation and the Estimated Closing Statement. The Parent, the Merger Sub, the Surviving Company and the Paying Agent will not have any Liability with respect to the allocation of proceeds among the Securityholders resulting from any payments made to such Securityholders based upon the Funds Allocation and the Estimated Closing Statement. The Parties to this Agreement (other than and the use Securityholders agree to cooperate in order to ensure that each Securityholder receives its respective portion of such earlier date in lieu any Merger Consideration that it is entitled to receive pursuant to the terms of the Reference Time)this Agreement.

Closing Calculations. (a) Not later less than three (3) two Business Days prior to the Closing Date, the Purchaser Partnership shall deliver to the Company Purchaser a statement (the “Expense Estimated Closing Statement”) setting forth the estimated Excess Capped Expenses, if any, as in reasonable detail (a) a good faith calculation of the Reference TimePartnership’s estimate of Cash (“Estimated Cash”), which Excess Statement will be subject to the review Indebtedness (“Estimated Indebtedness”), Net Working Capital (“Estimated Net Working Capital”) and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review Transaction Expenses (“Estimated Transaction Expenses”) and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days the Closing Purchase Price. The Estimated Closing Statement shall be prepared, and the components of the Closing Purchase Price contained therein shall be determined, in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. Following the delivery of the Estimated Closing Statement and prior to the Closing Date, the Company Partnership shall deliver provide Purchaser and its representatives with reasonable access during normal business hours to the Purchaser a statement certified by books and records used in preparing the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (i) an estimated consolidated balance sheet , any work papers related to the preparation of the Target Companies as Estimated Closing Statement (subject to the execution of any customary work paper access letters required by any of the Reference Time, prepared in good faith and in accordance with representatives of the Accounting Principles (the “Closing Balance Sheet”Partnership or any of its Subsidiaries), (ii) a good faith calculation and to senior management personnel of the Company’s estimate of the (A) amount of Partnership and its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”)Subsidiaries, in each case, as to the extent reasonably requested by Purchaser or its representatives in connection with their review of the Reference TimeEstimated Closing Statement, and (iii) the resulting calculation Partnership shall, and shall cause its Subsidiaries to, reasonably cooperate with Purchaser and its representatives in connection with such review. If Purchaser disagrees with any portion of the number Estimated Closing Statement, including with respect to the calculations of Merger Consideration Shares any amounts set forth therein, Purchaser and the Partnership shall cooperate in good faith to resolve such disagreements and, if any disputed items are resolved or the Partnership agrees to any such revisions, the Partnership shall modify the Estimated Closing Statement to reflect such revisions and redeliver the Estimated Closing Statement to Purchaser. If Purchaser and the Partnership fail to resolve any of Purchaser’s disagreements prior to Closing, the Estimated Closing Statement as originally delivered by the Partnership (using with any modifications made pursuant to this Section 1.02) shall be conclusive and binding upon Purchaser for purposes of determining the Excess Capped Expenses Closing Purchase Price payable by Purchaser at Closing. The Parties acknowledge that a Party’s acceptance of the figures set forth in the Expense Statement) (each with reasonably detailed calculations), which Estimated Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make (including any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise made in accordance with this Agreement. The Closing Statement will also include Section 1.02), or any failure of a Party to raise any objection or dispute with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expensesforegoing estimates or calculations, shall not in any way prejudice such Party’s right to raise any matter in the amount owed Closing Statement, including with respect to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as appropriate application of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, Accounting Principles or other applicable definitions contained in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Agreement.

Closing Calculations. (a) Not later than three the third (33rd) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days Day prior to the Closing Date, the Company shall deliver to the Purchaser Parent a statement certified by the Company’s chief executive financial officer (the “Closing Estimated Company Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”)Principles, (ii) a good faith estimate, with reasonably detailed calculation of the Company’s estimate Permitted Closing Cash as of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Closing (the “Estimated Permitted Closing Net IndebtednessCash”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each a good faith estimate, with reasonably detailed calculations, of (A) the Closing Indebtedness (the “Estimated Closing Indebtedness”), which (B) the Closing Statement will be subject to Cash (the review “Estimated Closing Cash”) and (C) the Net Acquisition Amount (the “Estimated Net Acquisition Amount”), and the reasonable approval by resulting estimated amount of the Purchaser. Promptly upon delivering Merger Consideration as of the Closing Statement to (the Purchaser“Estimated Merger Consideration”); provided, the Company will meet with the Purchaser to review and discuss the Closing Statement and that the Company will consider in good faith the PurchaserParent’s comments to the Closing Statement Estimated Company Statement, and make if any appropriate adjustments are made to the Closing Estimated Company Statement prior to the Closing, which such adjusted Closing Statement, as mutually approved by the Estimated Company and the Purchaser, Statement shall thereafter become the Closing Estimated Company Statement for all purposes of this Agreement. The Closing Estimated Company Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The . (b) On the Business Day prior to the Closing Statement will also include Date, the Parent shall deliver to the Company a statement certified by the Parent’s chief executive officer (the “Estimated Parent Statement”) setting forth a good faith estimate, with respect to reasonably detailed calculations, of (i) Indebtedness, the amount owed to each creditor of any Parent Cash as of the Target Companies Closing (the “Estimated Parent Cash”), and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement resulting estimates of the Cash Consideration (the “Reference StatementEstimated Cash Consideration”), Stock Consideration (the “Estimated Stock Consideration”) prepared and Closing Consideration based on the Estimated Parent Cash set forth in the Estimated Parent Statement and the Estimated Merger Consideration, Estimated Closing Cash and the Estimated Permitted Closing Cash set forth in the Estimated Company Statement; provided, that, the Parent will consider in good faith by the Company in cooperation with Company’s comments to the Purchaser setting forth the various line items used (or to be used) inEstimated Parent Statement, and illustrating if any adjustments are made to the Estimated Parent Statement prior to the Closing, such adjusted Estimated Parent Statement shall thereafter become the Estimated Parent Statement for sample all purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time)Agreement.

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to At the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser Parent a statement certified by the Company’s chief executive officer certificate (the “Closing StatementPayment Certificate”), in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief financial officer of the Company, including a schedule of all Transaction Expenses that will be unpaid as of immediately prior to the Effective Time, together with Payoff Letters therefor and wire transfer instructions provided by such Persons to which such Transaction Expenses are owed (the “Transaction Expense Recipients”) and all Indebtedness that will be unpaid as of immediately prior to the Effective Time, together with Payoff Letters therefor and wire transfer instructions provided by such Persons to which such Indebtedness is owed (the “Indebtedness Recipients”) and attaching the Payment Spreadsheet as updated to include actual information as of immediately prior to the Effective Time. All of the information contained in the Closing Payment Certificate (including the attached Payment Spreadsheet) shall be certified by the chief financial officer of the Company in the Closing Payment Certificate as being complete and accurate as of immediately prior to the Effective Time. (b) Attached hereto as Exhibit C is a spreadsheet (the “Payment Spreadsheet”) setting forth the following: (i) an estimated consolidated balance sheet the computation of each of: (A) the Aggregate Closing Transaction Value (showing each element thereof, including Indebtedness, unpaid Pre-Closing Taxes, unpaid Transaction Expenses, the Holdback Amount and the MIP Closing Payment); (B) the Total Series AA Preferred Share Number; and (C) the Per Share Amount; (ii) with respect to each Transaction Expense Recipient and Indebtedness Recipient: (A) the name and address of such Person; (B) the amount to be paid to such Person at the Closing as set forth in the Closing Payment Certificate; (C) the wire transfer information for such Person as set forth in the Closing Payment Certificate; (iii) with respect to each Person who is a holder of Series AA Preferred Stock immediately prior to the Effective Time: (A) the name, address and email address (if available) of record of such holder; (B) the number of shares of Series AA Preferred Stock held by such holder immediately prior to the Effective Time; (C) the aggregate Per Share Amount payable in respect of all of the Target Companies as Series AA Preferred Stock held by such holder upon surrender of the Reference Time, prepared in good faith such stockholder’s Company Stock Certificates and duly executed Letter of Transmittal in accordance with Section 1.8(a); (D) such holder’s Pro Rata Share, solely with respect to his Series AA Preferred Stock; and (E) whether the Accounting Principles (stock is a “covered security” for the “Closing Balance Sheet”), (iipurposes of Section 6045(g)(3) a good faith calculation of the Company’s estimate of Code and, for any stock that is such a “covered security,” the U.S. federal income Tax basis and holding period for such stock; (iv) with respect to each Person who is to receive an MIP Payment: (A) amount the name, address and email address (if available) of its Indebtedness less record of such Person; (B) the amount of its cash the MIP Closing Payment to be paid to such Person; and (C) such Person’s Pro Rata Share attributable to MIP Payments (and cash equivalents not attributable to such Person’s ownership of Series AA Preferred Stock, if any). (c) The parties hereto acknowledge that the “Closing Net Indebtedness”Payment Spreadsheet, as attached hereto as Exhibit C, is an estimate of all the calculations listed in Section 1.11(b) and (B) Net Working Capital (that such Payment Spreadsheet shall be updated for the “Closing Net Working Capital”)with actual amounts, in each case, as of the Reference Time, and (iii) the resulting calculation of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth calculated in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, the Company will meet accordance with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes terms of this Agreement. The No later than one (1) business day prior to Closing, the Company shall update the Payment Spreadsheet as necessary to reflect the actual payments that are to be made at Closing Statement pursuant to Section 1.12 and deliver it (along with any completed Letters of Transmittals (and Company Stock Certificates related thereto) to Parent and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions thereforStockholders’ Representative. (c) Schedule 1.11 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Reference Time).

Closing Calculations. Not less than five (a) Not later than three (35) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser Parent a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Target Group Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (iib) a good good-faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents Cash (the “Estimated Cash”), Closing Net Indebtedness (the “Estimated Indebtedness”) and (B) ), Net Working Capital (the “Closing Estimated Net Working Capital”), Transaction Expenses (the “Estimated Transaction Expenses”), Company Transaction Expenses (the “Estimated Company Transaction Expenses”), Sellers Transaction Expenses (the “Estimated Sellers Transaction Expenses”) and (c) the Closing Consideration, the Closing Payment Amount (including the 111(4)(e) Amount and Reorganization Tax Liability) and the aggregate Closing Option Consideration (the “Estimated Closing Statement”), in each case, case with any amounts in Canadian dollars converted to U.S. dollars at the Applicable Spot Rate as of the Reference Time, fifth (5th) Business Day prior to the anticipated Closing Date. The Company shall make its accountants and other representatives available during the five (iii5) Business Days prior to the resulting calculation anticipated Closing Date to cooperate in good faith with the Parent and respond to any questions or requests that Parent may have with respect to the Estimated Closing Statement. After delivery of the number of Merger Consideration Shares Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted full access at reasonable times to review the Company’s and its Subsidiaries’ books and records and any work papers (using the Excess Capped Expenses set forth in the Expense Statement) (each with reasonably detailed calculations), which Closing Statement will be subject to the Parent and its representatives entering into any reasonable undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable approval by efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent may object to any amounts set forth on the Purchaser. Promptly upon delivering the Estimated Closing Statement prior to the PurchaserBusiness Day prior to the anticipated Closing Date, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith any such objections and cooperate in good faith with the Purchaser’s comments Parent to resolve any such objections and, if applicable, revise the Estimated Closing Statement and make to reflect any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Closing Statement for all purposes of this Agreementsuch resolutions. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement and the Accounting Principles Principles. From the Reference Time until the Closing, the Company shall not, and otherwise shall not permit any other Group Company to, make any dividend or distribution of Cash or incur any Indebtedness or Transaction Expenses or use any Cash to pay any Transaction Expenses or any amount to any Seller Related Party or to repay any Indebtedness. If, as a result of a breach of the preceding sentence, Cash, Transaction Expenses or Indebtedness shall change between the Reference Time and the Closing, such changes shall be reflected in accordance with this Agreement. The the calculation of Cash, Transaction Expenses and/or Closing Indebtedness (as the case may be) for purposes of the Estimated Closing Statement will also include with respect to (i) Indebtedness, and the amount owed to each creditor of any of the Target Companies and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 Closing Statement. Exhibit A sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser Parent setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of if the Closing Date was the date set forth therein, the calculation of Cash, Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration Shares, if the Closing had occurred on such date, in each case Capital prepared and calculated in accordance with this Agreement (other than the use of such earlier date in lieu of the Agreement. The Reference Time)Statement shall be for illustrative purposes only and only be used to govern format.

Closing Calculations. (a) Not later than three (3) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Expense Statement”) setting forth the estimated Excess Capped Expenses, if any, as of the Reference Time, which Excess Statement will be subject to the review and the reasonable approval by the Company. Promptly upon delivering the Expense Statement to the Company, the Purchaser will meet with the Company to review and discuss the Expense Statement and the Purchaser will consider in good faith the Company’s comments to the Expense Statement and make any appropriate adjustments to the Expense Statement prior to the Closing, which adjusted Expense Statement, as mutually approved by the Company and the Purchaser, shall thereafter become the Expense Statement for all purposes of this Agreement. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Closing Balance Sheet”), (ii) a good faith calculation of the Company’s estimate of the (A) amount of its Indebtedness less the amount of its cash and cash equivalents (the “Closing Net Indebtedness”) and (B) Net Working Capital (the “Closing Net Working Capital”), in each case, Debt as of the Reference Time, and (iiiii) the resulting calculation Merger Consideration and Conversion Ratio based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the number of Merger Consideration Shares (using the Excess Capped Expenses set forth in the Expense Statement) (each with Company, and bank statements or other evidence reasonably detailed necessary to confirm such calculations), which Closing Statement will be subject to the review and the reasonable approval by the Purchaser. Promptly upon delivering the Closing Statement to the Purchaser, if requested by the Purchaser, the Company will shall meet with the Purchaser to review and discuss the Closing Statement and the Company will shall consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved agreed by the Company and the Purchaser, both acting reasonably and in good faith, shall thereafter become the Closing Statement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The . (b) Not later than two (2) Business Days prior to the Closing Statement will also Date, the Purchaser shall deliver to the Company the written instruction to the Trustee in relation to the payment of cash out of the Trust Account (the “Instruction to Trustee”), which shall include with respect to a funds flow memorandum setting forth a good faith calculation of the (i) Indebtednessthe aggregate amount of cash in the Trust Account (prior to giving effect to the Closing Redemption), the amount owed to each creditor of any of the Target Companies and (ii) the aggregate amount of all payments required to be made in connection with the Closing Redemption, (iii) the net cash of the Purchaser, after giving effect to the ​ ​ Closing Redemption and any Transaction Financing, and (iv) the Purchaser’s Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor. (c) Schedule 1.11 sets forth an illustrative statement (. Promptly upon delivering the “Reference Statement”) prepared Instruction to Trustee to the Company, if requested by the Company, the Purchaser shall meet with the Company to review and discuss the Instruction to Trustee and the Purchaser shall consider in good faith the Company’s comments to the Instruction to Trustee and make any appropriate adjustments to the Instruction to Trustee prior to the Closing, which adjusted Instruction to Trustee, as mutually agreed by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness and Closing Net Working Capital, and the resulting Merger Consideration SharesCompany, if both acting reasonably and in good faith, shall thereafter become the Closing had occurred on such date, in each case prepared and calculated in accordance with Instruction to Trustee for all purposes of this Agreement (other than the use of such earlier date in lieu of the Reference Time)Agreement.