Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. At least six (6) 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), Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail of the Estimated Adjustment Amount, including the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Accounting Principles set forth in Exhibit C and in the form of the 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, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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.

Estimated Closing Statement. At least six (6a) Not later than fourth 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), Seller Parent shall prepare and deliver to Purchaser Buyer Parent a statement written schedule (the “Estimated Closing Statement”) consisting of its good faith calculation setting forth in reasonable detail Seller Parent’s good faith estimate of (i) the Estimated Adjustment Amount, including the estimated Closing Company Cash (the “Estimated Company Cash”), (ii) the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Company Working Capital (the “Estimated Closing Company Working Capital”), (iii) the estimated Unpaid Seller’s Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Unpaid Seller’s Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”), ,; and (vi) the Estimated resulting Closing Purchase Price based thereon. determined using such estimates. (b) The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in based on management’s good faith estimates and in accordance a manner consistent with the Transaction Accounting Principles set forth in Exhibit C and in the form of Principles, including the illustrative calculation set forth of Closing Working Capital included in Exhibit D. Seller shall provide to Purchaser and its Representatives such access to E (the books and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants“Company Working Capital Illustration”), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement and preparation of the Closing Statement. Purchaser may object to the amounts contained in the Estimated Closing Statement within two (2) Business Days after Upon the delivery of the Estimated Closing Statement Statement, to Purchaser. the extent reasonably requested by Buyer Parent, Seller shall in good faith consider Parent will make available to Buyer Parent and its Representatives the objectionswork papers (subject to the execution of customary work paper access letters, if anyrequested) and other books and records used in preparing the Estimated Company Cash, of Purchaser the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to the Estimated Closing Statement and shall delay the Parties Closing, which shall cooperate occur using the amounts set forth 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 Dateunless otherwise expressly agreed.

Estimated Closing Statement. At least six Not less than five (65) 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), Seller the Company shall prepare and deliver to Purchaser Acquiror (a) a written statement (the “Estimated Closing Statement”) consisting of its setting forth (i) the Company’s good faith calculation in reasonable detail estimate of (A) Closing Date Net Working Capital (the “Estimated Adjustment AmountNet Working Capital”), including the estimated (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), the estimated and (D) Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Date Outstanding Company Expenses (the “Estimated Unpaid Seller’s 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 Purchase Price based thereonMerger 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 Statement, and the components thereof, shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Accounting Principles set forth in Exhibit C definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and in Closing Date Outstanding Company Expenses and the form of Agreed Principles. From the 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, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of date the Estimated Closing Statement 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 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. At least six (6) 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), Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail of the Estimated Adjustment Amount, including the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Accounting Principles set forth in Exhibit C and in the form of the 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, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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 Not later than one the fifth (15th) Business Day prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Buyer (x) 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) Net Working Capital (the “Estimated Net Working Capital”), (ii) Closing Cash Balance (the “Estimated Closing Cash Balance”), (iii) Company Group Debt (the “Estimated Company Group Debt”), (iv) Selling Expenses (the “Estimated Selling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the 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) and (y) the Payment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with the principles set forth on Exhibit D (the “Accounting Principles”), and (b) based on Sellers’ and the Company Group’s books and records and other information available at the time. SD Seller (on behalf of the other Sellers and the Company Group) shall consider in good faith any reasonable comments that Buyer may have in respect of the Estimated Closing Statement. 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 Cash to pay or repay amounts that would constitute Closing Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent 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. At least six (6) three 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), Seller shall prepare and Sellers will deliver to Purchaser Buyer a statement (the “Estimated Closing Statement”) consisting of its ), setting forth Sellers’ good faith calculation in reasonable detail estimate of the Estimated Adjustment Distribution Amount, including which will be based on, and which statement will include, Sellers’ good faith estimate (together with reasonable supporting calculations and documentation with respect thereto) of (i) Company Indebtedness; (ii) the estimated Closing Cash aggregate amount of Cash, (iii) Net Working Capital, (iv) the “Estimated Cash”resulting Net Working Capital Adjustment and (v) the aggregate amount of Company Transaction Expenses (itemized by payee), in each case calculated as of the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereonValuation Time. The Estimated Closing Statement shall and the component items thereof will be signed by a duly authorized officer of Seller, prepared in good faith and calculated in accordance with this Agreement and the Accounting Principles set forth in Exhibit C Policies. The “Estimated Distribution Amount,” “Estimated Company Indebtedness,” “Estimated Cash,” “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment” and in “Estimated Company Transaction Expenses” will be the form estimates of the illustrative calculation set forth Distribution Amount, Company Indebtedness, Cash, Net Working Capital, the Net Working Capital Adjustment and Company Transaction Expenses, respectively, as determined in Exhibit D. Seller accordance with this Section 2.2. Sellers shall provide to Purchaser and its Representatives such access to the books and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering intoconsider in good faith, and such accountants agreeing toconsult with Buyer regarding, a customary agreement relating any comments on proposed changes to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement and preparation of the Closing Statement. Purchaser that Buyer may object to the amounts contained provide in the Estimated Closing Statement within two (2) Business Days after the period following delivery of the Estimated Closing Statement but prior to Purchaser. Seller shall the Closing; provided that in good faith consider the objections, if any, of Purchaser to no event will any disagreement regarding the Estimated Closing Statement and delay 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 DateClosing.

Estimated Closing Statement. At least six The Company shall have prepared and delivered to Acquiror two (62) 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), Seller shall prepare and deliver to Purchaser a statement (the “"Estimated Closing Statement”) consisting of its "), which shall take into account any reasonable comments from Acquiror that the Company shall determine in good faith calculation in reasonable detail are appropriate to ensure that the items set forth therein conform with the provisions of this Agreement, setting forth (A) the Estimated Adjustment Amount, including the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Company's estimate of Closing Working Capital (the “"Estimated Closing Working Capital”"), (B) the estimated Unpaid Seller’s Company's estimate of Closing Cash (the "Estimated Closing Cash"), (C) the Company's estimate of Closing Indebtedness (the "Estimated Indebtedness") and (D) the Company's estimate of Company Transaction Expenses (the “"Estimated Unpaid Seller’s Transaction Expenses”"), and along with a certificate executed by the Company's Chief Executive Officer or Chief Financial Officer (the "Closing Certificate") certifying as to the amount of the Estimated Purchase Price based thereonClosing Working Capital, Estimated Closing Cash, Estimated Indebtedness and Estimated Transaction Expenses. The Closing Certificate shall be accompanied by executed payoff letters from each holder of Closing Indebtedness that relates to borrowed money. The Company will prepare the Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and on an accrual basis in accordance with GAAP using the Accounting Principles set forth in Exhibit C same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the form preparation of the illustrative calculation set forth in Exhibit D. Seller Company's Financial Statements. The Company shall provide also make available to Purchaser and its Representatives such access to the books and records of the Business and to any Acquiror all financial records, work papers, or other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), documentation as Purchaser shall Acquiror may reasonably request in connection with Purchaser’s its review of the Estimated Closing Statement and preparation of the Closing Statement. Purchaser may object to Any disagreement between the amounts contained in Company and Acquiror regarding the Estimated Closing Statement within two (2) Business Days after the delivery accuracy of the Estimated Closing Statement will not permit any Party to Purchaser. Seller delay or cancel Closing and shall in good faith consider the objections, if any, of Purchaser be resolved following Closing pursuant 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 DateSection 1.9(b).

Estimated Closing Statement. At least six (6) Not less than seven Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual anticipated Closing Date), Seller the Company shall prepare and deliver to Purchaser Parent a written statement (the “Estimated Closing Statement”) consisting of along with reasonable supporting documents setting forth in reasonable detail its good faith calculation in reasonable detail of (1) the estimated amount of Cash as of the Estimated Adjustment Amount, including the estimated Closing Cash Measurement Time (the “Estimated Cash”), (2) the estimated Closing amount of Indebtedness outstanding as of the Measurement Time (the “Estimated Indebtedness”), (3) the estimated Closing 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 Closing Net Working Capital”), (5) the estimated Unpaid Seller’s Expenses Capital Expenditure Adjustment Amount as of the Measurement Time (the “Estimated Unpaid Seller’s ExpensesCapital Expenditure Adjustment Amount”), and (6) the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer preliminary balance sheet of Sellerthe Company as of the Measurement Time, prepared in good faith and each case calculated in accordance with the Accounting Principles set forth in Exhibit C and in the same form of as the illustrative calculation set forth in Exhibit D. Seller Sample Closing Statement. (i) The Company shall provide to Purchaser Parent and its Representatives such all supporting documentation reasonably requested by Parent in connection with ▇▇▇▇▇▇’s review of the Estimated Closing Statement and reasonable access to the books and records of the Business Company (including financial records and supporting documents) and to any other information, including such access to the employees Representatives of the Transferred Companies and work papers of Seller’s accountants (subject Company, in each case, used to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of prepare the Estimated Closing Statement and preparation of Statement, prior to the Closing StatementDate. Purchaser may object Parent may, until the Business Day prior to the amounts contained in Closing Date, provide 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 Company with comments to the Estimated Closing Statement and the Parties Company shall cooperate consider such comments in good faith to resolve such objections, and make any necessary revisions to shall revise 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 by no later than one (1) 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 comment on the Estimated Closing 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 Parent. Parent and such Representatives of Parent as Parent may designate, 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 adjustment 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, as recorded by Parent) which shall be rolled back to the Measurement Time.

Estimated Closing Statement. (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 six five (65) 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 expected Closing Date Date. In connection with the Buyer’s review of the Estimated Closing Net 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 event not more 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 ten two (102) Business Days prior to the actual Closing Date)Date the revised Estimated Closing Net Working Capital, Seller which shall prepare and deliver to Purchaser a statement (be substituted as the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail of Net Working Capital” hereunder. Neither the Estimated Adjustment AmountClosing Net Working Capital, including nor any proposal or agreement in respect thereof, shall be binding on, or create or give rise to any implication or presumption with respect to, Buyer in relation to the estimated Final Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated 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 CapitalCapital Adjustment”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Accounting Principles set forth in Exhibit C and in the form of the 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, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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.

Estimated Closing Statement. At least six Not later than five (65) 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), Seller the Company shall prepare and deliver to Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail setting forth (a) an estimated consolidated balance sheet of the Estimated Adjustment Amount, including Company as of the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of SellerReference Time, prepared in good faith and in accordance with the Accounting Principles set forth Principles, (b) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Net Working Capital, in Exhibit C each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting estimated Merger Consideration and shares of Pubco Common Stock to be issued by Pubco at the Closing (the “Merger Consideration Shares”) using the formula in Section 1.7 based on such estimates of Closing Indebtedness and Net Working Capital, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, 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 form 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 Closing Indebtedness the amount owed to each creditor of the illustrative calculation set forth in Exhibit D. Seller shall provide Company and, with respect to any Closing Indebtedness that Purchaser and its Representatives such access the Company agree to satisfy at the books Closing, payment instructions, together with payoff and records of lien release letters from the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of SellerCompany’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers creditors in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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 Schedule 1.14 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith consider by the objectionsCompany in cooperation with 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 Indebtedness and Net Working Capital, and the resulting Merger Consideration and Merger Consideration Shares, 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 Datehad occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Estimated Closing Statement. (a) At least six (6) five 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), Seller shall prepare and the Sellers will deliver to Purchaser Buyer: (i) an unaudited, combined balance sheet of the Acquired Entities as of the Effective Time (the “Estimated Closing Balance Sheet”) and (ii) a statement (the “Estimated Closing Statement”) consisting of its setting out their good faith calculation in reasonable detail estimate of the Estimated Adjustment Amountamount of (A) Cash as of the Effective Time, including (B) Indebtedness as of immediately prior to the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), (C) Target Transaction Expenses as of immediately prior to the Closing (“Estimated Target Transaction Expenses”) and (D) Net Working Capital as of the Effective Time, together with their resulting calculation of the estimated Closing Working Capital Purchase Price (the “Estimated Closing Working CapitalPurchase Price”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall will be signed by prepared on a duly authorized officer of Seller, prepared in good faith combined basis and in accordance a manner consistent with the Accounting Principles set forth in Exhibit C and in the form definitions of the illustrative calculation set forth in Exhibit D. Seller shall provide to Purchaser terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital and with the Agreed Accounting Principles. (b) Following Sellers’ delivery of the Estimated Closing Balance Sheet and Estimated Closing Statement and until the Closing, the Sellers will, and will cause the Acquired Entities to, reasonably assist Buyer and its Representatives such access to in the books and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement Balance Sheet and preparation of the Closing Statement. Purchaser may object to the amounts contained in the Estimated Closing Statement within two and provide Buyer and its Representatives with reasonable access to the books, records (2) Business Days after including work papers, schedules, memoranda and other documents), supporting data and employees of the delivery Acquired Entities and the Sellers who were involved in the preparation of the Estimated Closing Balance Sheet and Estimated Closing Statement to Purchaserfor purposes of their review. Seller The Sellers shall consider in good faith consider any reasonable comments delivered by Buyer at least three Business Days prior to the objectionsClosing Date in respect of such Estimated Closing Balance Sheet and Estimated Closing Statement; provided, if any, of Purchaser Buyer and the Sellers are unable to agree on any amendments to the Estimated Closing Balance Sheet or Estimated Closing Statement and prior to the Parties shall cooperate in good faith to resolve such objectionsClosing, and make any necessary revisions to the Estimated Closing Statement. The Parties shall agree on a final Balance Sheet and 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 delivered by Sellers to the Closing DateBuyer shall not be amended.

Estimated Closing Statement. At least six (6a) Not later than five (5) Business Days prior to the expected Closing Date Date, the Company shall deliver to Parent a statement certified by the Company’s chief executive officer (and in any event not more the “Company Estimated Closing Statement”) setting forth (a) 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. (b) Not later than ten three (103) Business Days prior to the actual Closing Date), Seller Parent shall prepare and deliver to Purchaser the Company a statement certified by ▇▇▇▇▇▇’s chief executive officer (the “Parent Estimated Closing Statement”) consisting of its setting forth (a) a good faith calculation in reasonable detail of Parent’s estimate of the Estimated Adjustment AmountClosing Indebtedness as of the Reference Time, including along with reasonably detailed calculations thereof, (b) a good faith calculation of Parent’s estimate of the estimated Closing Cash as of the Reference Time, along with reasonably detailed calculations thereof, and (c) the “Estimated Cash”)resulting estimated Merger Consideration to be issued by Parent at the Closing using the Exchange Ratio, the estimated based on such estimates of Closing Indebtedness (and Closing Cash and the “Estimated Indebtedness”), Company’s estimate of Company Closing Cash set forth in the estimated Closing Working Capital (the “Company Estimated Closing Working Capital”)Statement, the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The which Parent Estimated Closing Statement shall be signed subject to the review and the reasonable approval by a duly authorized officer of Sellerthe Company. Promptly after delivering the Parent Estimated Closing Statement to the Company, prepared 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 U.S. GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The Parent Estimated Closing Statement will also include with respect to Closing Indebtedness the Accounting Principles set forth in Exhibit C and in the form amount owed to each creditor of the 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 Parent and, with respect to any other informationClosing Indebtedness that the Company and Parent agree to satisfy at the Closing, including such access to the employees of the Transferred Companies payment instructions, together with payoff and work papers of Sellerlien release letters from ▇▇▇▇▇▇’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers creditors in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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 DateCompany.

Estimated Closing Statement. At least six Not later than three (63) Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior Date, the Company shall deliver to the actual Closing Date), Seller shall prepare and deliver to Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail setting forth (a) an estimated consolidated balance sheet of the Estimated Adjustment Amount, including Target Companies as of the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of SellerReference Time, prepared in good faith and in accordance with the Accounting Principles set forth Principles, (b) a good faith calculation of the Company’s estimate of Closing Cash, Closing Debt and Excess Transaction Expenses, in Exhibit C 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 issued by Pubco at the Closing (the “Exchange Consideration Shares”) using the formula in Section 2.2 based on such estimates of Closing Cash, 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 form 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, the Estimated Closing Statement as delivered by the Company shall be final (the amount of estimated Exchange Consideration as finally determined, the "Estimated Exchange Consideration"). 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) Closing Debt, the amount owed to each creditor of any of the illustrative calculation set forth in Exhibit D. Seller shall provide Target Companies and, with respect to any Closing Debt that the Purchaser and its Representatives such access the Company agree to satisfy at the books Closing, payment instructions, together with payoff and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Sellerlien release letters from each Target Company’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers creditors in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with the Purchaser’s review of the Estimated Closing Statement 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 (ii) Excess Transaction Expenses, the amount owed to the Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement containing the Estimated Adjustment Amount (each payee thereof and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing Datepayment instructions therefor.

Estimated Closing Statement. At least six Not later than three (63) 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), Seller the Company shall prepare and deliver to Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail setting forth (a) an estimated consolidated balance sheet of the Estimated Adjustment Amount, including Target Companies as of the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of SellerReference Time, prepared in good faith and in accordance with the Accounting Principles set forth Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in Exhibit C each case, as of the Reference Time, in reasonable detail, and (c) 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 review 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 form 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) Closing Net Debt, the amount owed to each creditor of any of the illustrative calculation set forth in Exhibit D. Seller shall provide Target Companies and, with respect to any Closing Net Debt that Purchaser and its Representatives such access the Company agree pursuant to the books terms of this Agreement to satisfy at the Closing, payment instructions, together with payoff and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Sellerlien release letters from each Target Company’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers creditors in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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 (ii) with regard to Transaction Expenses, the Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement containing the Estimated Adjustment Amount (amount owed to each payee thereof and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing Datepayment instructions therefor.

Estimated Closing Statement. At least six (6) Not less than seven Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual anticipated Closing Date), Seller the Company shall prepare and deliver to Purchaser Parent a written statement (the “Estimated Closing Statement”) consisting of along with reasonable supporting documents setting forth in reasonable detail its good faith calculation in reasonable detail of (1) the estimated amount of Cash as of the Estimated Adjustment Amount, including the estimated Closing Cash Measurement Time (the “Estimated Cash”), (2) the estimated Closing amount of Indebtedness outstanding as of the Measurement Time (the “Estimated Indebtedness”), (3) the estimated Closing 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 Closing Net Working Capital”), (5) the estimated Unpaid Seller’s Expenses Capital Expenditure Adjustment Amount as of the Measurement Time (the “Estimated Unpaid Seller’s ExpensesCapital Expenditure Adjustment Amount”), and (6) the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer preliminary balance sheet of Sellerthe Company as of the Measurement Time, prepared in good faith and each case calculated in accordance with the Accounting Principles set forth in Exhibit C and in the same form of as the illustrative calculation set forth in Exhibit D. Seller Sample Closing Statement. (i) The Company shall provide to Purchaser Parent and its Representatives such all supporting documentation reasonably requested by Parent in connection with Parent’s review of the Estimated Closing Statement and reasonable access to the books and records of the Business Company (including financial records and supporting documents) and to any other information, including such access to the employees Representatives of the Transferred Companies and work papers of Seller’s accountants (subject Company, in each case, used to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of prepare the Estimated Closing Statement and preparation of Statement, prior to the Closing StatementDate. Purchaser may object Parent may, until the Business Day prior to the amounts contained in Closing Date, provide 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 Company with comments to the Estimated Closing Statement and the Parties Company shall cooperate consider such comments in good faith to resolve such objections, and make any necessary revisions to shall revise 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 by no later than one (1) 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 comment on the Estimated Closing 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 Parent. Parent and such Representatives of Parent as Parent may designate, 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 adjustment 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, as recorded by Parent) which shall be rolled back to the Measurement Time.

Estimated Closing Statement. At least six five (65) 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), Seller the Company shall prepare and deliver to Purchaser Parent a statement prepared on a consistent basis with the Sample Working Capital Statement and that is reasonably acceptable to Parent (the “Estimated Closing Statement”) consisting of its good faith calculation setting forth in reasonable detail the Company’s good faith estimate of Closing Working Capital and the Estimated Closing Working Capital Adjustment Amount, in each case including all components thereof, Closing Cash, the estimated Closing Cash Adjustment Amount and Pre-Closing Taxes (other than Taxes that are solely Liabilities of Restructuring Sub or any of the “Estimated Cash”)Remainderco Subsidiaries) (such estimates, the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”,” “Estimated Closing Working Capital Adjustment Amount,” “Estimated Closing Cash,” “Estimated Closing Cash Adjustment Amount,” and “Estimated Pre-Closing Taxes,” respectively), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereonaccompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with GAAP as consistently applied by the Accounting Principles set forth in Exhibit C Company for pre-Closing periods and, to the extent consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the form preparation of the illustrative calculation set forth in Exhibit D. Seller Sample Working Capital Statement. The Company shall provide make available to Purchaser Parent and its Representatives such access the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records of used in preparing the Business Estimated Closing Statement and to any other information, including such reasonable access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), Company as Purchaser shall Parent may reasonably request in connection with Purchaser’s its review Table of the Estimated Closing Statement Contents of such statements, 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 will otherwise cooperate in good faith to resolve with Parent’s and its Representatives review of such objections, statements and make shall take into consideration in good faith any necessary revisions to comments of Parent on the Estimated Closing Statement, as applicable. The Parties shall agree on Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as 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 result of Parent not making an objection prior to the Closing Dateor its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Estimated Closing Statement. At least six Not later than three (63) 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), Seller the Company shall prepare and deliver to Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail setting forth (a) an estimated consolidated balance sheet of the Estimated Adjustment Amount, including Target Companies as of the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of SellerReference Time, prepared in good faith and in accordance with the Accounting Principles set forth Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in Exhibit C each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting estimated Merger Consideration and Merger Consideration Shares to be issued by Pubco at the Closing using the formula in Section 1.8 based on such estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, 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 form 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) any Closing Net Debt, the amount owed to each creditor of any of the illustrative calculation set forth in Exhibit D. Seller shall provide Target Companies and, with respect to any Closing Net Debt that Purchaser and its Representatives such access the Company agree to satisfy at the books Closing, payment instructions, together with payoff and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Sellerlien release letters from each Target Company’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers creditors in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement 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 (ii) Transaction Expenses, the amount owed to the Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement containing the Estimated Adjustment Amount (each payee thereof and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing Datepayment instructions therefor.

Estimated Closing Statement. At least six The Company shall deliver to Parent, no later than three (63) 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)Closing, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) consisting of its setting forth good faith calculation in reasonable detail estimates of (i) the Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Estimated Adjustment Amount, including Company on the estimated Closing Cash Date but immediately prior to the Closing (the “Estimated Closing Date Indebtedness”), (iii) the Cash Equivalents on hand at the Company on the Closing Date but immediately prior to the Closing (the “Closing Date Cash”), (iv) the estimated 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 Indebtedness (the “Estimated Indebtedness”)Date Cash, the estimated Closing Working Capital 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 “Estimated Closing case of the Working Capital”), an accrual for the estimated Unpaid Seller’s Expenses (aggregate Pro-Rata Bonuses to be paid by the “Estimated Unpaid Seller’s Expenses”), and Surviving Corporation after the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Accounting Principles set forth in Exhibit C Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and in the form of the 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, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement and preparation of the Closing Statement. Purchaser may object to the amounts contained Date Cash provided in the Estimated Closing Statement within two are referred to herein as the “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 (2) Business Days after a detailed schedule setting forth (A) the delivery name 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 portion of the Estimated Closing Statement Merger Consideration, Option Payments and Warrant Payments 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 be received by each 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 DateEquityholder.