Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (a) a written statement (“Estimated Closing Statement”) setting forth (i) the Company’s good faith estimate of (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent the Closing.

Estimated Closing Statement. Not less later than five (5) Business Days prior to the Closing Date, Seller shall prepare or cause to be prepared in good faith and deliver to Buyer the following documents: (i) An estimated balance sheet of the Company shall deliver to Acquiror (athe “Estimated Closing Balance Sheet”) as of the Effective Time, together with a written statement (the “Estimated Closing Statement”) setting forth (i) the Companyin reasonable detail Seller’s good faith estimate estimates of the Closing Indebtedness (A) “Estimated Closing Date Indebtedness”), Transaction Expenses, Closing Cash, Working Capital, and resulting calculations of the Net Working Capital Adjustment (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company ExpensesCapital Adjustment”) and (ii) the Company’s good faith calculation Estimated Closing Payment, in each case as of (A) the Effective Time as derived from the Estimated Closing Balance Sheet. If the Estimated Net Working Capital Adjustment Amount is a positive number, such number shall be referred to herein as the “Estimated NWC Surplus”, and if the Estimated Net Working Capital Adjustment is a negative number or zero (B) based on 0), the foregoing absolute value of such amount shall be referred to herein as the “Estimated NWC Deficit.” Exhibit I sets forth, for illustrative purposes only, a calculation of the Indebtedness, Transaction Expenses, Cash, Working Capital, and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts resulting calculation of the Payoff LettersNet Working Capital Adjustment, as of September 30, 2020 (the “Sample Closing Statement”), prepared and calculated in accordance with GAAP. The Estimated Closing Statement (including the amounts of Estimated Closing Indebtedness, Transaction Expenses, Closing Cash, Working Capital and resulting Estimated Net Working Capital Adjustment set forth therein) shall be in the format set forth in the Sample Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Estimated Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash Balance Sheet and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one shall be prepared and calculated in good faith by Seller in accordance with GAAP, in each case unless otherwise agreed by Seller and Buyer. Until two (12) Business Day Days prior to the Closing Date, the Company shall provide Acquiror Buyer may propose, and its representatives reasonable access Seller will consider in good faith but is under no obligation to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared agree to, revisions to the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing Balance Sheet and the Estimated Closing Statement. Acquiror Unless Seller agrees to any such changes, the Estimated Closing Statement delivered by Seller shall be entitled to request reasonable changes used for purposes of calculating the Net Working Capital Adjustment. (ii) A flow of funds memorandum (the “Flow of Funds Memorandum”) containing (x) the accounts and wire instructions for (A) Seller, (B) all intended recipients of payments and applicable amounts with respect to the Estimated Closing Statement after receipt thereof Indebtedness and (C) all intended recipients of payments and applicable amounts with respect to the Company shall consider in estimated Transaction Expenses, and (y) an acknowledgement and agreement, duly executed by Seller, that the Funds Flow Memorandum sets forth a true and correct calculation of the amounts set forth therein (or a good faith any such comments or changes Acquiror so proposes; provided that estimate, in the Company shall have no obligation to make any such changes and in no event shall any review case of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent the ClosingIndebtedness and estimated Transaction Expenses).

Estimated Closing Statement. Not less than (a) At least five (5) Business Days prior to the Closing Date, the Company shall Sellers will deliver to Acquiror Buyer: (ai) an unaudited, combined balance sheet of the Acquired Entities as of the Effective Time (the “Estimated Closing Balance Sheet”) and (ii) a written statement (the “Estimated Closing Statement”) setting forth (i) the Company’s out their good faith estimate of the amount of (A) Closing Date Net Working Capital (Cash as of the “Estimated Net Working Capital”)Effective Time, (B) Indebtedness as of immediately prior to the Closing Date Funded Debt (“Estimated Funded DebtIndebtedness”), (C) Target Transaction Expenses as of immediately prior to the Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Target Transaction Expenses”) and (iiD) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts as of the Payoff LettersEffective Time, together with their resulting calculation of the estimated Purchase Price (the “Estimated Purchase Price”). The Estimated Closing Statement, and the components thereof, shall Statement will be prepared on a combined basis and in accordance a manner consistent with the definitions of Closing Date the terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital, Closing Date Funded Debt, Closing Date Cash Capital and Closing Date Outstanding Company Expenses and with the Agreed Accounting Principles. From the date . (b) Following Sellers’ delivery of the Estimated Closing Balance Sheet and Estimated Closing Statement is delivered and until one (1) Business Day prior to the Closing DateClosing, the Company shall provide Acquiror Sellers will, and will cause the Acquired Entities to, reasonably assist Buyer and its representatives Representatives in the review of the Estimated Closing Balance Sheet and Estimated Closing Statement and provide Buyer and its Representatives with reasonable access to the books books, records (including work papers, schedules, memoranda and records other documents), supporting data and employees of the Company and its Subsidiaries Acquired Entities and the personnel Sellers who were involved in the preparation of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Balance Sheet and Estimated Closing Statement after receipt thereof and the Company for purposes of their review. The Sellers shall consider in good faith any reasonable comments delivered by Buyer at least three Business Days prior to the Closing Date in respect of such comments or changes Acquiror so proposesEstimated Closing Balance Sheet and Estimated Closing Statement; provided that provided, if Buyer and the Company shall have no obligation Sellers are unable to make agree on any such changes and in no event shall any review of amendments to the Estimated Closing Balance Sheet or Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent prior to the Closing, the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by Sellers to Buyer shall not be amended.

Estimated Closing Statement. Not less than five (5) At least three Business Days prior to the Closing Date, the Company shall Sellers will deliver to Acquiror (a) Buyer a written statement (the “Estimated Closing Statement”) ), setting forth (i) the Company’s Sellers’ good faith estimate of the Distribution Amount, which will be based on, and which statement will include, Sellers’ good faith estimate (Atogether with reasonable supporting calculations and documentation with respect thereto) Closing Date of (i) Company Indebtedness; (ii) the aggregate amount of Cash, (iii) Net Working Capital, (iv) the resulting Net Working Capital Adjustment and (v) the aggregate amount of Company Transaction Expenses (itemized by payee), in each case calculated as of the Valuation Time. The Estimated Closing Statement and the component items thereof will be prepared and calculated in accordance with this Agreement and the Accounting Policies. The “Estimated Distribution Amount,” “Estimated Company Indebtedness,” “Estimated Cash,” “Estimated Net Working Capital”), (B) Closing Date Funded Debt (,” “Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount Adjustment” and (B) based on “Estimated Company Transaction Expenses” will be the foregoing and estimates of the 2023 EBITDA Adjustment Distribution Amount, the Estimated Merger ConsiderationCompany Indebtedness, (b) a schedule setting forth the Outstanding Company Expenses andCash, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debtthe Net Working Capital Adjustment and Company Transaction Expenses, Closing Date Cash respectively, as determined in accordance with this Section 2.2. Sellers shall consider in good faith, and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Dateconsult with Buyer regarding, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable any comments on proposed changes to the Estimated Closing Statement after receipt thereof and that Buyer may provide in the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review period following delivery of the Estimated Closing Statement by Acquiror, or but prior to the Closing; provided that in no event will any dispute relating thereto, disagreement regarding the Estimated Closing Statement delay or prevent the Closing.

Estimated Closing Statement. Not less later than five the fifth (55th) Business Days Day prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Acquiror Buyer (ax) a written statement an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B (the “Estimated Closing Statement”) ), executed by an officer of Satcom Direct setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) the Company’s good faith estimate of (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (Bii) Closing Date Funded Cash Balance (the “Estimated Closing Cash Balance”), (iii) Company Group Debt (the “Estimated Funded Company Group Debt”), (Civ) Closing Date Cash Selling Expenses (the “Estimated CashSelling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (Bvi) based on the foregoing and the 2023 EBITDA Adjustment Amountestimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Merger ConsiderationClosing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, (bthe sum of each Seller’s Pro Rata Share of the Estimated Closing Date Cash Consideration shall not exceed the Estimated Closing Date Cash Consideration in the aggregate) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (cy) substantially final drafts of the Payoff LettersPayment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement, and the components thereof, shall Statement is to be (a) prepared in accordance with the definitions of Closing Date Net Working Capitalprinciples set forth on Exhibit D (the “Accounting Principles”), Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses (b) based on Sellers’ and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the Group’s books and records and other information available at the time. SD Seller (on behalf of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof other Sellers and the Company Group) shall consider in good faith any such reasonable comments or changes Acquiror so proposes; provided that the Company shall Buyer may have no obligation to make any such changes and in no event shall any review respect of the Estimated Closing Statement by AcquirorStatement. From the Effective Time until the Closing, the Parent Companies shall not, and shall not permit any of their respective Subsidiaries to, make any dividend or distributions of Cash or incur any Company Group Debt or Selling Expenses (other than incurrences of obligations due to the passage of time in the Ordinary Course of Business, such as accrued interest), or use any dispute relating theretoCash to pay or repay amounts that would constitute Closing Company Group Bonus Payments, delay Selling Expenses or prevent Company Group Debt except in each case, to the Closingextent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date Cash Consideration therein, and any such changes between the Effective Time that are set forth in the Estimated Closing Statement and so reflected in the calculation of Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. Not less than five At least six (56) Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual Closing Date), the Company Seller shall prepare and deliver to Acquiror (a) Purchaser a written statement (the “Estimated Closing Statement”) setting forth (i) the Company’s consisting of its good faith estimate calculation in reasonable detail of (A) the Estimated Adjustment Amount, including the estimated Closing Date Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and the estimated Closing Indebtedness (D) the “Estimated Indebtedness”), the estimated Closing Date Outstanding Company Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Outstanding Company Unpaid Seller’s Expenses”) ), and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) Purchase Price based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Lettersthereon. The Estimated Closing Statement, and the components thereof, Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the definitions Accounting Principles set forth in Exhibit C and in the form of Closing Date Net Working Capitalthe illustrative calculation set forth in Exhibit D. Seller shall provide to Purchaser and its Representatives such access to the books and records of the Business and to any other information, Closing Date Funded Debtincluding such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, Closing Date Cash and Closing Date Outstanding Company Expenses such accountants agreeing to, a customary agreement relating to such access to work papers in form and the Agreed Principles. From the date substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement is delivered until and preparation of the Closing Statement. Purchaser may object to the amounts contained in the Estimated Closing Statement within two (2) Business Days after the delivery of the Estimated Closing Statement to Purchaser. Seller shall in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and the Parties shall cooperate in good faith to resolve such objections, and make any necessary revisions to the Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement containing the Estimated Adjustment Amount (and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent the Closing.

Estimated Closing Statement. Not less The Company shall deliver to Parent, no later than five three (53) Business Days prior to the Closing DateClosing, the Company shall deliver to Acquiror (a) a written statement (the “Estimated Closing Statement”) setting forth good faith estimates of (i) the Company’s good faith estimate Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness of (A) the Company on the Closing Date Net Working Capital but immediately prior to the Closing (the “Estimated Net Working CapitalClosing Date Indebtedness”), (Biii) the Cash Equivalents on hand at the Company on the Closing Date Funded Debt but immediately prior to the Closing (the “Estimated Funded DebtClosing Date Cash”), (Civ) the Company Transaction Expenses, (v) the Estimated Balance Sheet and (vi) the Estimated Total Cash Equity Price. For the avoidance of doubt, these estimates (and the calculations resulting therefrom) shall take into account, (x) in the case of and as a reduction to Closing Date Cash, the payment in cash of the Company Transaction Expenses and the Management Retention Bonuses, at or prior to Closing, as contemplated by Section 2.8 and (y) in the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation after the Closing in accordance with Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash (provided in the Estimated Closing Statement are referred to herein as the “Estimated CashWorking Capital”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing Closing Date Indebtedness” and the 2023 EBITDA Adjustment Amount“Estimated Closing Date Cash”, the Estimated Merger Consideration, respectively. The Company shall also deliver to Parent (b1) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts its calculations of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared following (each determined in accordance with the definitions thereof as of the Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date based on the Estimated Closing Statement is delivered until one Total Cash Equity Price): Common Merger Consideration, Common Per-Share Merger Consideration, Fully-Diluted Common Stock, Merger Consideration, Option In-the Money Amount, Common Warrant In-the-Money Amount, Series B Warrant In-the-Money Amount, Series C Warrant In-the-Money Amount, Series C-1 Warrant In-the-Money Amount, Series A Preferred Per-Share Merger Consideration, Series B Preferred Per-Share Merger Consideration, Series C Preferred Per-Share Merger Consideration, Series C-1 Preferred Per-Share Merger Consideration, Total Common Merger Consideration, Total Series A Preferred Merger Consideration, Total Series A Preferred Merger Preference, Total Series B Preferred Merger Consideration, Total Series B Preferred Merger Preference, Total Series C Preferred Merger Consideration, Total Series C Preferred Merger Preference, Total Series C-1 Preferred Merger Consideration and Total Series C-1 Preferred Merger Preference and (12) Business Day prior to a detailed schedule setting forth (A) the Closing Datename of each Equityholder, (B) the number of shares of Common Stock, Preferred Stock, Options and Warrants held by each such Equityholder, and (C) based on the calculations described above, the Company shall provide Acquiror and its representatives reasonable access to the books and records portion of the Company Merger Consideration, Option Payments and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in Warrant Payments to be received by each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent the ClosingEquityholder.

Estimated Closing Statement. Not less than five The Company shall have prepared and delivered to Acquiror two (52) Business Days prior to the Closing DateDate a statement (the "Estimated Closing Statement"), which shall take into account any reasonable comments from Acquiror that the Company shall deliver determine in good faith are appropriate to Acquiror (a) a written statement (“Estimated Closing Statement”) ensure that the items set forth therein conform with the provisions of this Agreement, setting forth (iA) the Company’s good faith 's estimate of (A) Closing Date Net Working Capital (the “"Estimated Net Closing Working Capital”"), (B) the Company's estimate of Closing Date Funded Debt Cash (“the "Estimated Funded Debt”Closing Cash"), (C) the Company's estimate of Closing Date Cash Indebtedness (the “"Estimated Cash”), Indebtedness") and (D) Closing Date Outstanding the Company's estimate of Company Transaction Expenses (the “"Estimated Outstanding Company Transaction Expenses”) and (ii) "), along with a certificate executed by the Company’s good faith calculation 's Chief Executive Officer or Chief Financial Officer (the "Closing Certificate") certifying as to the amount of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Estimated Closing Date Funded DebtCash, Estimated Indebtedness and Estimated Transaction Expenses. The Closing Date Cash and Certificate shall be accompanied by executed payoff letters from each holder of Closing Date Outstanding Indebtedness that relates to borrowed money. The Company Expenses and the Agreed Principles. From the date will prepare the Estimated Closing Statement is delivered until one (1) Business Day prior to on an accrual basis in accordance with GAAP using the Closing Datesame accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company's Financial Statements. The Company shall provide also make available to Acquiror and all financial records, work papers, or other documentation as Acquiror may reasonably request in connection with its representatives reasonable access to the books and records review of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and Any disagreement between the Company shall consider in good faith any such comments or changes and Acquiror so proposes; provided that regarding the Company shall have no obligation to make any such changes and in no event shall any review accuracy of the Estimated Closing Statement by Acquiror, or will not permit any dispute relating thereto, Party to delay or prevent the Closingcancel Closing and shall be resolved following Closing pursuant to Section 1.9(b).

Estimated Closing Statement. (a) Not less later than five (5) fourth Business Days prior to the Closing Date, the Company Seller Parent shall deliver to Acquiror (a) Buyer Parent a written statement schedule (the “Estimated Closing Statement”) setting forth (i) the Companyin reasonable detail Seller Parent’s good faith estimate of (Ai) Closing Date Net the Company Cash (the “Estimated Company Cash”), (ii) the Company Working Capital (the “Estimated Net Company Working Capital”), (Biii) Closing Date Funded Debt the Company Indebtedness (the “Estimated Funded DebtCompany Indebtedness”), (Civ) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Transaction Expenses (the “Estimated Outstanding Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (iivi) the Companyresulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of (A) the Estimated Net Closing Working Capital Adjustment Amount and included in Exhibit E (B) based on the foregoing and “Company Working Capital Illustration”). Upon the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts delivery of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in each case, which Acquiror reasonably requests for the purpose of reviewing preparing the Estimated Closing StatementCompany Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. Acquiror shall be entitled to request reasonable changes However, neither such access nor any disagreement with respect to the Estimated Closing Statement after receipt thereof and shall delay the Company Closing, which shall consider occur using the amounts set forth in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent the Closingunless otherwise expressly agreed.

Estimated Closing Statement. (a) Not less later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror Parent a statement certified by the Company’s chief executive officer (a) a written statement (the “Company Estimated Closing Statement”) setting forth (ia) the Company’s good faith estimate of (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s a good faith calculation of the Company’s estimate of the Company Closing Cash as of the Reference Time, along with reasonably detailed calculations thereof. (Ab) Not later than three (3) Business Days prior to the Closing Date, Parent shall deliver to the Company a statement certified by ▇▇▇▇▇▇’s chief executive officer (the “Parent Estimated Net Working Capital Adjustment Amount and Closing Statement”) setting forth (Ba) based on a good faith calculation of Parent’s estimate of the foregoing and Closing Indebtedness as of the 2023 EBITDA Adjustment AmountReference Time, the Estimated Merger Considerationalong with reasonably detailed calculations thereof, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on good faith calculation of Parent’s estimate of the Closing DateCash as of the Reference Time, wire instructions therefor along with reasonably detailed calculations thereof, and (c) substantially final drafts the resulting estimated Merger Consideration to be issued by Parent at the Closing using the Exchange Ratio, based on such estimates of Closing Indebtedness and Closing Cash and the Payoff Letters. The Company’s estimate of Company Closing Cash set forth in the Company Estimated Closing Statement, which Parent Estimated Closing Statement shall be subject to the review and the components thereofreasonable approval by the Company. Promptly after delivering the Parent Estimated Closing Statement to the Company, Parent will meet with the Company to review and discuss the Parent Estimated Closing Statement and Parent will consider in good faith the Company’s comments to the Parent Estimated Closing Statement and make any appropriate adjustments to the Parent Estimated Closing Statement prior to the Closing, as mutually approved by Parent and the Company both acting reasonably and in good faith, which adjusted Parent Estimated Closing Statement shall thereafter become the Parent Estimated Closing Statement for all purposes of this Agreement. The Parent Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash U.S. GAAP or other applicable accounting principles and Closing Date Outstanding Company Expenses and the Agreed Principlesotherwise in accordance with this Agreement. From the date the The Parent Estimated Closing Statement is delivered until one (1) Business Day prior will also include with respect to Closing Indebtedness the amount owed to each creditor of Parent and, with respect to any Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of Indebtedness that the Company and its Subsidiaries Parent agree to satisfy at the Closing, payment instructions, together with payoff and the personnel of the Company lien release letters from ▇▇▇▇▇▇’s creditors in form and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror substance reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes acceptable to the Estimated Closing Statement after receipt thereof and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent the ClosingCompany.

Estimated Closing Statement. Not less than five (5) seven Business Days prior to the anticipated Closing Date, the Company shall deliver to Acquiror (a) Parent a written statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail its good faith calculation of (i1) the Company’s good faith estimate estimated amount of Cash as of the Measurement Time (A“Estimated Cash”), (2) Closing Date the estimated amount of Indebtedness outstanding as of the Measurement Time (“Estimated Indebtedness”), (3) the estimated amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (the “Estimated Net Working Capital”), (B5) Closing Date Funded Debt the estimated Capital Expenditure Adjustment Amount as of the Measurement Time (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated CashCapital Expenditure Adjustment Amount”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii6) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts preliminary balance sheet of the Payoff Letters. The Estimated Closing StatementCompany as of the Measurement Time, and the components thereof, shall be prepared in each case calculated in accordance with the definitions Accounting Principles and in the same form as the Sample Closing Statement. (i) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with ▇▇▇▇▇▇’s review of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company (including financial records and its Subsidiaries supporting documents) and the personnel to Representatives of the Company and its Subsidiaries that prepared Company, in each case, used to prepare the Estimated Closing Statement, in each caseprior to the Closing Date. Parent may, which Acquiror reasonably requests for until the purpose of reviewing Business Day prior to the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes Date, provide the Company with comments to the Estimated Closing Statement after receipt thereof and the Company shall consider such comments in good faith any such comments or changes Acquiror so proposes; provided that and shall revise the Estimated Closing Statement by no later than the Business Day prior to the Closing Date, if, based on its good faith assessment of Parent’s comments, the Company determines such changes are warranted, which revised statement shall be deemed the Estimated Closing Statement for all purposes of this Agreement. For the avoidance of doubt, Parent shall have no obligation to make any such changes and in no event shall any review of comment on the Estimated Closing Statement Statement. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by AcquirorParent. Parent and such Representatives of Parent as Parent may designate, or shall determine the nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall reflect any dispute relating theretoadjustment to the actual amount of inventory held as of the date of the full physical inventory count for the location(s) counted (through the inventory count procedures, delay or prevent as recorded by Parent) which shall be rolled back to the ClosingMeasurement Time.

Estimated Closing Statement. Not less later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to Acquiror Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (a) a written statement (the “Estimated Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Company’s Target Companies as of the Reference Time, prepared in good faith estimate of (A) Closing Date Net Working Capital (and in accordance with the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger ConsiderationAccounting Principles, (b) a schedule setting forth good faith calculation of the Outstanding Company Expenses and, if payable, or to be paid, on Company’s estimate of the Closing DateNet Debt, wire instructions therefor Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, in reasonable detail, and (c) substantially final drafts the resulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing using the formula in Section 2.2(a) based on such estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be subject to the Payoff Lettersreview and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, upon Purchaser’s request, the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith Purchaser’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser 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, Statement and the components thereof, determinations contained therein shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash Accounting Principles and Closing Date Outstanding Company Expenses and the Agreed Principlesotherwise in accordance with this Agreement. From the date the The Estimated Closing Statement is delivered until one will also include with respect to (1i) Business Day prior to the Closing DateNet Debt, the Company shall provide Acquiror and its representatives reasonable access amount owed to the books and records each creditor of any of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries Target Companies and, with respect to any Closing Net Debt that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof Purchaser and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that agree pursuant to the Company shall have no obligation terms of this Agreement to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) with regard to Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. Not less (a) No later than five two (52) Business Days prior to the each Closing Date, the applicable Ceding Company shall deliver to Acquiror (a) the Reinsurer a written statement (each, an “Estimated Closing Statement”) setting forth forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the Companyapplicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (A4) Business Days prior to each Closing Date Net Working Capital Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Net Working CapitalInitial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (Bii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date Funded Debt Date, estimated by the applicable Ceding Company in good faith (“Estimated Funded Debt”)together with the Transferred Cash Value, (C) Closing Date Cash (the “Estimated CashTransferred Asset Value”), and ; and (Diii) Closing Date Outstanding Company Expenses (an estimated amortization schedule for the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment applicable Transaction IMR Amount, the Estimated Merger Consideration, (b) a with such amortization schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with SAP applicable to the definitions applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Date Statement will be in the same format as the Reference Net Working Capital, Settlement Statement. During the period between the delivery of the applicable Estimated Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses Statement and the Agreed Principles. From applicable Closing, the date applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement is delivered until one (1) Business Day prior for all purposes hereunder with respect to the Closing Dateapplicable Closing; provided, however, that if the Company shall provide Acquiror and its representatives reasonable access to the books and records of the applicable Ceding Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing StatementReinsurer do not reach agreement with respect to any such corrections during such period for any reason, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to then the Estimated Closing Statement after receipt thereof and delivered by the applicable Ceding Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of be the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent with respect to the Closingapplicable Closing for all purposes hereunder.

Estimated Closing Statement. Not less (i) Prior to Closing, the Seller shall consult with Buyer and its representatives in good faith to prepare and compute an estimate of the Net Working Capital of the CryoScience Business as of 12:01 a.m., Eastern Standard Time, on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Net Working Capital”). At least five (5) Business Days before the Closing, the Seller shall prepare and deliver to the Buyer a statement setting forth the Seller’s good faith estimate of the Estimated Closing Net Working Capital, which statement shall include reasonable supporting documentation with respect to all amounts and calculations therein (the “Estimated Closing Net Working Capital Statement”). Seller shall prepare the Estimated Closing Net Working Capital Statement in good faith, based on Seller’s books and records, in accordance with GAAP and, to the extent consistent with GAAP or as otherwise specified under Section 1.6, the accounting policies, principles, practices and methodologies used by Seller in the preparation of the Financial Information and specified on Exhibit 1.6 (the “Accounting Policies”), and shall present fairly the information and data contained therein. The Seller shall in good faith consider any reasonable comments of the Buyer with respect to such Estimated Closing Net Working Capital Statement, in each case to the extent such comments are provided to the Seller no later than at least five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (a) a written statement (“Estimated Closing Statement”) setting forth (i) the Company’s good faith estimate of (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance In connection with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any Buyer’s review of the Estimated Closing Statement by AcquirorNet Working Capital Statement, the Seller shall (i) provide the Buyer and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Seller (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (ii) cooperate with the Buyer and its authorized representatives, including the provision on a timely basis of all information related to the CryoScience Business and reasonably requested and necessary or useful in connection with analyzing the Estimated Closing Net Working Capital Statement. In the event that the Estimated Closing Net Working Capital is revised to incorporate any or all of the Buyer’s comments pursuant to this Section 1.6(e)(i), the Seller shall deliver to the Buyer no later than two (2) Business Days prior to the Closing Date the revised Estimated Closing Net Working Capital, which shall be substituted as the “Estimated Closing Net Working Capital” hereunder. Neither the Estimated Closing Net Working Capital, nor any proposal or agreement in respect thereof, shall be binding on, or create or give rise to any dispute relating theretoimplication or presumption with respect to, delay or prevent Buyer in relation to the ClosingFinal Closing Net Working Capital (as hereinafter defined). (ii) If the Estimated Closing Net Working Capital is less than the Target Net Working Capital, the difference shall be a deduction from the Closing Date Payment. If the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, the excess shall be an addition to the Closing Date Payment. Any adjustment to the Closing Date Payment pursuant to this Section 1.6(e) is referred to herein as the “Estimated Closing Net Working Capital Adjustment”.

Estimated Closing Statement. Not less than five (5) seven Business Days prior to the anticipated Closing Date, the Company shall deliver to Acquiror (a) Parent a written statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail its good faith calculation of (i1) the Company’s good faith estimate estimated amount of Cash as of the Measurement Time (A“Estimated Cash”), (2) Closing Date the estimated amount of Indebtedness outstanding as of the Measurement Time (“Estimated Indebtedness”), (3) the estimated amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (the “Estimated Net Working Capital”), (B5) Closing Date Funded Debt the estimated Capital Expenditure Adjustment Amount as of the Measurement Time (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated CashCapital Expenditure Adjustment Amount”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii6) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts preliminary balance sheet of the Payoff Letters. The Estimated Closing StatementCompany as of the Measurement Time, and the components thereof, shall be prepared in each case calculated in accordance with the definitions Accounting Principles and in the same form as the Sample Closing Statement. (i) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with Parent’s review of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company (including financial records and its Subsidiaries supporting documents) and the personnel to Representatives of the Company and its Subsidiaries that prepared Company, in each case, used to prepare the Estimated Closing Statement, in each caseprior to the Closing Date. Parent may, which Acquiror reasonably requests for until the purpose of reviewing Business Day prior to the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes Date, provide the Company with comments to the Estimated Closing Statement after receipt thereof and the Company shall consider such comments in good faith any such comments or changes Acquiror so proposes; provided that and shall revise the Estimated Closing Statement by no later than the Business Day prior to the Closing Date, if, based on its good faith assessment of Parent’s comments, the Company determines such changes are warranted, which revised statement shall be deemed the Estimated Closing Statement for all purposes of this Agreement. For the avoidance of doubt, Parent shall have no obligation to make any such changes and in no event shall any review of comment on the Estimated Closing Statement Statement. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by AcquirorParent. Parent and such Representatives of Parent as Parent may designate, or shall determine the nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall reflect any dispute relating theretoadjustment to the actual amount of inventory held as of the date of the full physical inventory count for the location(s) counted (through the inventory count procedures, delay or prevent as recorded by Parent) which shall be rolled back to the ClosingMeasurement Time.

Estimated Closing Statement. Not less later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to Acquiror the Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (a) a written statement (the “Estimated Closing Statement”) setting forth (ia) an estimated consolidated balance sheet of the Company’s Target Companies as of the Reference Time, prepared in good faith estimate of (A) Closing Date Net Working Capital (and in accordance with the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger ConsiderationAccounting Principles, (b) a schedule setting forth good faith calculation of the Outstanding Company Expenses andCompany’s estimate of Closing Cash, if payableClosing Debt and Excess Transaction Expenses, or in each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting estimated Exchange Consideration and Exchange Shares to be paidissued by Pubco at the Closing (the “Exchange Consideration Shares”) using the formula in Section 2.2 based on such estimates of Closing Cash, on Closing Debt and Transaction Expenses, which Estimated Closing Statement shall be subject to the review by the Purchaser. Promptly 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, as mutually approved by the Company and the Purchaser 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; provided that, to the extent that the Company and the Purchaser are unable to reach an agreement prior to the Closing Date, wire instructions therefor and the Estimated Closing Statement as delivered by the Company shall be final (c) substantially final drafts the amount of estimated Exchange Consideration as finally determined, the Payoff Letters"Estimated Exchange Consideration"). The Estimated Closing Statement, Statement and the components thereof, determinations contained therein shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash Accounting Principles and Closing Date Outstanding Company Expenses and the Agreed Principlesotherwise in accordance with this Agreement. From the date the The Estimated Closing Statement is delivered until one will also include with respect to (1i) Business Day prior to the Closing DateDebt, the Company shall provide Acquiror and its representatives reasonable access amount owed to the books and records each creditor of any of the Company and its Subsidiaries and Target Companies and, with respect to any Closing Debt that the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof Purchaser and the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation agree to make any such changes and in no event shall any review of the Estimated Closing Statement by Acquiror, or any dispute relating thereto, delay or prevent satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to the Purchaser, and (ii) Excess Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.