Common use of Closing Calculations Clause in Contracts

Closing Calculations. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

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

Closing Calculations. (a) No Not later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 the Purchaser a statement certified by an the Company’s chief executive officer of Company (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s good faith estimate of (i) Company the Closing CashNet Indebtedness, (ii) Company Closing DebtNet Working Capital and Transaction Expenses, (iii) in each case, as of the Aggregate Exercise PriceReference Time and along with reasonably detailed calculations, and (ivc) the Company Fully Diluted resulting estimated number of Exchange Shares to be issued by the Purchaser at the Closing (the “Closing Exchange Shares”) using the formula in Section 1.2 based on such estimates of Closing Net Indebtedness, Net Working Capital Stock; providedand Transaction Expenses, that which Estimated Closing Statement shall be subject to the review and the reasonable approval by the Purchaser. Promptly after delivering the Estimated Closing Statement to the Purchaser, the Company may update will meet with the Purchaser to review and discuss the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (will consider in good faith the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates Purchaser’s comments to the Estimated Closing Statement following and make any appropriate adjustments to the delivery 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. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Indebtedness of the GigCapital5 Closing StatementTarget Companies, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement amount owed to the Company. Following the delivery each creditor of any of the GigCapital5 Target Companies and payment instructions, and, with respect to an Indebtedness that the Company and the Purchaser agree to pay in full as of the Closing, payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. Schedule 1.4 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing StatementNet Indebtedness, Net Working Capital and Transaction Expenses, and the resulting Exchange Shares, if the Company has any objection to any amounts included Closing had occurred on such date, in the GigCapital5 Closing Statement, GigCapital5 each case prepared and the Company shall reasonably cooperate calculated in good faith to resolve such objectionaccordance with this Agreement. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No later than three (3) Business Days prior to At the Closing DateClosing, the Company shall deliver to GigCapital5 Parent a statement certified by an executive officer of Company certificate (the “Estimated Closing StatementPayment Certificate”) setting forth Company’s good faith estimate ), in form and substance reasonably satisfactory to Parent, duly executed on behalf of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that by the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive chief financial officer of the Company setting forth the Aggregate Closing Merger Consideration Company, including a schedule of all Transaction Expenses that will be payable to each holder of shares of Company Common Stock issued and outstanding unpaid as of immediately prior to the Effective Time, together with Payoff Letters therefor and wire transfer instructions provided by such Persons to which such Transaction Expenses are owed (the “Transaction Expense Recipients”) and all Indebtedness that will be unpaid as of immediately prior to the Effective Time, together with Payoff Letters therefor and wire transfer instructions provided by such Persons to which such Indebtedness is owed (the “Indebtedness Recipients”) and attaching the Payment Spreadsheet as updated to include actual information as of immediately prior to the Effective Time. All of the information contained in the Closing Payment Certificate (including the attached Payment Spreadsheet) shall be certified by the chief financial officer of the Company in the Closing Payment Certificate as being complete and accurate as of immediately prior to the Effective Time. (b) Attached hereto as Exhibit C is a spreadsheet (the “Payment Spreadsheet”) setting forth the following: (i) the computation of each of: (A) the Aggregate Closing Transaction Value (showing each element thereof, including Indebtedness, unpaid Pre-Closing Taxes, unpaid Transaction Expenses, the Holdback Amount and the MIP Closing Payment); (B) the Total Series AA Preferred Share Number; and (C) the Per Share Amount; (ii) with respect to each Transaction Expense Recipient and Indebtedness Recipient: (A) the name and address of such Person; (B) the amount to be paid to such Person at the Closing as set forth in the Closing Payment Certificate; (C) the wire transfer information for such Person as set forth in the Closing Payment Certificate; (iii) with respect to each Person who is a holder of Series AA Preferred Stock immediately prior to the Effective Time: (A) the name, address and email address (if available) of record of such holder; (B) the number of shares of Series AA Preferred Stock held by such holder immediately prior to the Effective Time; (C) the aggregate Per Share Amount payable in respect of all of the Series AA Preferred Stock held by such holder upon surrender of such stockholder’s Company Stock Certificates and duly executed Letter of Transmittal in accordance with Section 1.8(a); (D) such holder’s Pro Rata Share, solely with respect to his Series AA Preferred Stock; and (E) whether the stock certificate numbers is a “covered security” for the purposes of Section 6045(g)(3) of the Code and, for any stock that is such a “covered security,” the U.S. federal income Tax basis and holding period for such stock; (iv) with respect theretoto each Person who is to receive an MIP Payment: (A) the name, address and email address (if available) of record of such other information as GigCapital5 may reasonably request Person; (B) the amount of the CompanyMIP Closing Payment to be paid to such Person; and (C) such Person’s Pro Rata Share attributable to MIP Payments (and not attributable to such Person’s ownership of Series AA Preferred Stock, if any). (c) The parties hereto acknowledge that the Payment Spreadsheet, as attached hereto as Exhibit C, is an estimate of all the calculations listed in Section 1.11(b) and that such Payment Spreadsheet shall be updated for the Closing with actual amounts, in each case, calculated in accordance with the terms of this Agreement. No later than one (1) business day prior to Closing, the Company shall update the Payment Spreadsheet as necessary to reflect the actual payments that are to be made at Closing pursuant to Section 1.12 and deliver it (along with any completed Letters of Transmittals (and Company Stock Certificates related thereto) to Parent and the Stockholders’ Representative.

Closing Calculations. (a) No later than three (3) At least five Business Days prior to the anticipated Closing DateDate (or such shorter period of time as agreed to by Parent), the Company shall prepare and deliver to GigCapital5 Parent a statement certified by an executive officer setting forth (a) a good faith calculation of the Company’s estimate of Closing Cash (the “Estimated Cash”), Surplus Amount (the “Estimated Surplus Amount”), Company Indebtedness (the “Estimated Company Indebtedness”), Closing Net Working Capital (the “Estimated Net Working Capital”), Company Transaction Expenses (the “Estimated Transaction Expenses”) and Transaction Expense Tax Benefit Amount (the “Estimated Transaction Expense Tax Benefit Amount”), each as of the Adjustment Time, (b) based thereon, the Closing Merger Consideration, the aggregate Per Option Closing Merger Consideration, and the Closing Paying Agent Amount, and (c) a duly completed Allocation Schedule (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of ). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and the SAP Accounting Principles, as applicable, and (i) Company Closing Cashin the case of the Estimated Net Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) Company Closing Debtin the case of the Estimated Surplus Amount, in a manner consistent with the example set forth on Exhibit D and (iii) in the Aggregate Exercise Pricecase of the Estimated Transaction Expense Tax Benefit Amount, (x) the aggregate amount of Transaction Expense Tax Deductions that represent legal expenses shall be of the “Legal Expense Deduction Cap” set forth on Exhibit C, and (ivy) the Company Fully Diluted Capital Stock; providedaggregate amount of Transaction Expense Tax Deductions that do not represent legal expenses shall be of the “Non-Legal Expense Deduction Cap” set forth on Exhibit C (it being understood and agreed that any Transaction Expense Tax Deductions in this clause (y) taken individually may exceed the corresponding amounts set forth on Exhibit C so long as the aggregate amount of all Transaction Expense Tax Deductions in this clause (y) do not exceed the “Non-Legal Expense Deduction Cap”), that in the case of each of (x) and (y), treating any payments included in Transaction Expense Tax Deductions as though they were paid as of the Adjustment Time. After delivery of the Estimated Closing Statement, each of the Company and the Representative shall use its reasonable best efforts to provide promptly to Parent and its accountants and other representatives reasonable access at reasonable times to review the Company’s and its Subsidiaries’ books and records and any work papers reasonably related to the preparation of the Estimated Closing Statement. Parent and its accountants and other representatives may update make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and deliver each of the Company and the Representative shall use its reasonable best efforts to cause any such updated Estimated Closing Statement accountants and employees of the Company and its Subsidiaries to GigCapital5 at cooperate with and respond to such inquiries. The Company shall consider in good faith any time prior reasonable comments made in good faith that Parent provides and delivers to 12:01 a.m. New York time on the Closing Date. (b) No Company in writing no later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to Closing. To the extent that the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has accepts any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Datereasonable comments, the Company shall deliver a revised Estimated Closing Statement to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately Parent prior to the Effective TimeClosing Date reflecting such accepted comments, which shall be the stock certificate numbers Estimated Closing Statement for purposes of this Agreement. In the event that (A) Parent does not timely deliver a written notice of its comments as contemplated hereby, or (B) the Company does not agree with respect thereto, and such other information as GigCapital5 may reasonably request any of the Companyproposed comments by Parent in such notice, then the Estimated Closing Statement delivered by the Company shall be the Estimated Closing Statement for purposes of this Agreement.

Closing Calculations. (a) No later than The Company shall prepare, and deliver to CS at least three (3) Business Days prior to the Closing, a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to the Paying Agent and CS, which Spreadsheet shall be certified by the Company (and signed by the Chief Executive Officer of the Company on its behalf), as complete and correct as of the Closing and which shall separately list, as of the close of business on the Closing Date, (a) the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate amounts of (i) Company Closing Cash, (ii) Closing Debt to the extent not paid by the Company prior to the Closing Debtand, separately, Third-Party Expenses (the “Estimated Third-Party Expenses”), (iii) Indebtedness to the Aggregate Exercise Priceextent not paid by the Company prior to the Closing, (iv) Net Working Capital and the estimated Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), and (ivv) half of the Company Fully Diluted Capital Stock; providedfees and expenses of the Escrow Agent in accordance with the Escrow Agreement and half of the fees and expenses of the Paying Agent in accordance with Section 1.9(a), that the Company may update the Estimated Closing Statement itemized and deliver such updated Estimated Closing Statement detailed to GigCapital5 at any time prior CS’s reasonable satisfaction, together with all necessary wire transfer information for each person to 12:01 a.m. New York time on whom the Closing Date. Debt is owed, (b) No later than two (2) Business Days prior to the Closing Dateall Stockholders and their respective last-known addresses, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise shares of Company Capital Stock held by such persons (including the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Daterespective certificate numbers), the Company shall deliver to GigCapital5 a statement certified by an executive officer amount of the Company setting forth the Aggregate Closing Merger Consideration that will be cash payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior pursuant to the Effective TimeSection 1.7(a) hereof, the stock certificate numbers with respect theretoamount of cash to be deposited into the Indemnity Escrow Fund on behalf of each Indemnifying Party pursuant to Section 7.4 hereof, and the amount of cash to be deposited into the Net Working Capital Adjustment Escrow Fund on behalf of each Indemnifying Party pursuant to Section 7.4 hereof, and (c) and such other information as GigCapital5 relevant thereto or which the Paying Agent or CS may reasonably request request. Using these estimates and information, CS shall calculate an estimate of the CompanyFinal Purchase Price (the “Estimated Purchase Price”) and deliver to the Stockholder Representative its good faith calculation, in reasonable detail, of the Estimated Purchase Price, each Indemnifying Party’s Escrow Pro Rata Portion and each Series AA Stockholder’s Indemnity Pro Rata Portion.

Closing Calculations. (a) No Best Assistant shall deliver to XXXX, no later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company schedule (the “Estimated Closing StatementPayments Schedule”) setting forth Company’s good faith estimate of reflecting (i) Company Closing Cashthe calculation of the Merger Consideration and the allocation of the Merger Consideration among the eLMTree shareholders, including the legal name and registered address of each such eLMTree shareholder; (ii) Company Closing Debtthe estimated amount of Best Assistant Transaction Costs as of the Closing, which shall include the respective paid and unpaid amounts and wire transfer instructions for the payment thereof; (iii) the Aggregate Exercise Price, and eLMTree Working Capital as of the Closing (taking into account any declared or distributed Permitted Distributions); (iv) reasonable relevant supporting documentation used by Best Assistant in calculating such amounts; and (v) a certificate of the Company Fully Diluted Capital Stock; provided, highest ranking financial officer of Best Assistant certifying that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on amounts set forth in the Closing Date. (b) No later than two (2) Business Days Payments Schedule have been prepared in accordance with this Agreement, the other Transaction Agreements and eLMTree’s Governing Documents. XXXX and its Representatives shall have a reasonable opportunity to review and to discuss with Best Assistant and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records of eLMTree and its Subsidiaries. Best Assistant and its Representatives shall reasonably assist XXXX and its Representatives in its review of the documentation and shall consider in good xxxxx XXXX’x comments to the Closing Payments Schedule, and if any adjustments are made to the Closing Payments Schedule prior to the Closing, such adjusted Closing Date, GigCapital5 Payments Schedule shall deliver to thereafter become the Company a statement certified by an executive officer Closing Payments Schedule for all purposes of GigCapital5 (the “GigCapital5 this Agreement. The Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 Payments Schedule and the Company determinations contained therein shall reasonably cooperate be prepared in good faith accordance with the applicable definitions contained in this Agreement. XXXX and Xxxxxx Sub will be entitled to resolve such objection. (c) No later than one (1) Business Day prior to rely in all respects upon the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the CompanyPayments Schedule.

Closing Calculations. Not less than five (a) No later than three (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 Parent a statement certified by an executive officer of Company (the “Estimated Closing Base Purchase Price Statement”) setting forth Company’s good faith estimate forth, in each case as of the Reference Time, (ia) Company Closing Cashan estimated consolidated balance sheet of the Group Companies, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later good faith calculations of estimated Adjusted EBITDA, estimated Cash, estimated Debt, estimated Net Indebtedness and estimated Net Working Capital (it being understood that Net Working Capital shall be in the form set forth in Annex 12.01(c)), (c) good faith calculations of the Company’s estimate of the Base Purchase Price (the “Estimated Base Purchase Price”), estimated aggregate Closing Option Consideration, a schedule of the estimated Closing Option Consideration for each First Tier In-the-Money Option, estimated aggregate Closing Restricted Stock Unit Consideration in respect of Restricted Stock Units, estimated Per Share Participating Amount, estimated Series A Per Share Amount, estimated Series A-1 Per Share Amount and estimated Series B Per Share Amount and (d) estimated Fully Diluted Shares (as calculated pursuant to clause (a) of the definition thereof) (the amounts set forth pursuant to clauses (b), (c) and (d), collectively, the “Estimated Amounts”). The Estimated Base Purchase Price Statement and the determinations contained therein shall be prepared in accordance with this Agreement, including the Accounting Principles. Not less than two (2) Business Days prior to the anticipated Closing Date, GigCapital5 Parent shall deliver notify the Company in the event that it disputes any aspect of the Estimated Base Purchase Price Statement, the determinations therein or the calculations thereof. Prior to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger ConsiderationDate, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 Parent and the Company Representative shall reasonably cooperate negotiate in good faith to resolve any such objection. dispute (c) No later than one (1) Business Day or any aspect thereof). If any such dispute is resolved prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 Parent prior to the anticipated Closing Date a new statement certified by an executive officer of the Company setting forth the Aggregate information required pursuant to clauses (a), (b), (c) and (d) of this Section 1.05, which shall be the Estimated Base Purchase Price Statement for purposes of this Agreement. Parent’s failure to timely notify the Company that it disputes an aspect of the Estimated Base Purchase Price Statement, or the Parties’ resolution of or failure to resolve any dispute raised pursuant to this Section 1.05, shall not prejudice Parent’s ability to dispute or raise objections to any aspect of the Estimated Base Purchase Price Statement or the determination of the Estimated Amounts following the Closing Merger Consideration Date, and, for the avoidance of doubt, the Parties acknowledge and agree that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior no dispute related to the Effective Time, Estimated Base Purchase Price Statement shall in and of itself delay or condition the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request occurrence of the CompanyClosing.

Closing Calculations. (a) No later than three (3) Business Days prior As soon as practicable following the Special Meeting and measurement of redemptions by Acquiror pursuant to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise PriceOffer, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No no later than two (2) Business Days prior to the Closing Date, GigCapital5 Acquiror shall deliver to provide the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Estimated Aggregate Company Stock Consideration Statement”) setting forth Acquiror’s good faith estimate of the (i) the Variable Stock Amount and (ii) the Aggregate Company Stock Consideration and reasonable detail supporting the calculation thereof. Following delivery of the Estimated Aggregate Company Stock Consideration Statement, if the Company has any comment with respect to any amounts included in the Estimated Aggregate Company Stock Consideration Statement, Acquiror shall consider such comments in good faith and shall revise the Estimated Aggregate Company Stock Consideration Statement to give effect to such comments, except to the extent that Acquiror reasonably determines that a comment is inconsistent with this Agreement or any Ancillary Agreement, as applicable. The Estimated Aggregate Company Stock Consideration Statement, revised in accordance with the preceding sentence, shall be the “Final Aggregate Company Stock Consideration Statement.” The amounts set forth in the Final Aggregate Company Stock Consideration Statement shall be final and binding on the Company and Acquiror, and neither Company nor Acquiror shall be entitled to challenge any interpretation or determination made by Acquiror in calculating the amounts set forth in the Final Aggregate Company Stock Consideration Statement. (b) Once the Final Aggregate Company Stock Consideration Statement has been determined pursuant to Section 3.06(a), the Company shall provide Acquiror a statement (the “Estimated Closing Statement”) setting forth calculations based on the Aggregate Company Stock Consideration determined in accordance with Section 3.06(a) of the (i) the Aggregate Closing Merger Per Share Company Preferred Cash Consideration, (ii) the Aggregate Closing Merger Consideration ValuePer Share Company Preferred Stock Consideration, (iii) the Per Share Merger Company Common Stock Consideration, and (iv) the number amount of Merger Consideration Earnout Shares each that will comprise the Merger Consideration Earnout Share Poolbe paid to each Company Stockholder. If the Company updates the Estimated Closing Statement following the Following delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Estimated Closing Statement, if the Company Acquiror has any objection comment with respect to any amounts included in the GigCapital5 Estimated Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver consider such comments in good faith and shall revise the Estimated Closing Statement to GigCapital5 a statement certified by an executive officer of give effect to such comments, except to the extent that the Company setting reasonably determines a comment is inconsistent with this Agreement and any Ancillary Agreement, as applicable. The Estimated Closing Statement, revised in accordance with the preceding sentence, shall be the “Final Closing Statement.” The amounts set forth in the Aggregate Final Closing Merger Consideration that will Statement shall be payable to each holder of shares of final and binding on all Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect theretoStockholders, and such other information as GigCapital5 may reasonably request of no Company Stockholder shall be entitled to challenge any interpretation or determination made by the CompanyCompany in calculating the amounts set forth in the Final Closing Statement.

Closing Calculations. (a) No Not later than three the fifth (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (15th) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 the Parent a statement statement, certified by an the Company’s chief executive officer (the “Estimated Closing Statement”), setting forth (a) the estimated balance sheet of the Company as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Estimated Closing Balance Sheet”), (b) a good faith calculation of the Company’s estimate of its Indebtedness (the “Estimated Indebtedness”), Total Expenses (“Estimated Total Expenses”), and cash and cash equivalents, each as of the Reference Time, and (c) the resulting estimated Merger Consideration (the “Estimated Merger Consideration”) (each with reasonably detailed calculations); provided, that upon delivering the Estimated Closing Statement to the Parent, the Company will meet with the Parent to review and discuss the Estimated Closing Statement and the Company will consider in good faith the Parent’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Indebtedness, the amount owed to each creditor of the Company, and payment instructions, together with payoff and lien release letters from Company’s creditors in form and substance reasonably acceptable to the Parent, and (ii) Total Expenses, the amount owed to each payee thereof, and payment instructions. (b) On or prior to the Business Day prior to the Closing Date, the Parent shall deliver to the Company a statement setting forth the Aggregate Closing Merger Consideration that will be payable Parent’s good faith calculation, subject to each holder the Company’s reasonable review and approval, of shares of Company Common Stock issued and outstanding (i) the estimated Net Parent Cash as of immediately prior the Closing and (ii) the resulting Estimated Closing Cash Consideration based on such estimated Net Parent Cash and the amounts set forth in the Estimated Closing Statement, as it may have been adjusted pursuant to this Section 1.13, together with all necessary documentation to support Parent’s calculation of the Effective Timeestimated Net Parent Cash, the stock certificate numbers with respect theretoincluding but not limited to bank statements or investment account statements, and such other information as GigCapital5 may reasonably request of the CompanyEstimated Closing Cash Consideration.

Closing Calculations. Not less than five (a) No later than three (35) Business Days prior to the anticipated Closing Date, the Company shall will deliver to GigCapital5 Parent a statement certified certificate signed by an executive officer of the Company CFO, solely in such capacity and not in his personal capacity (the “Estimated Closing StatementCertificate”) ), setting forth (a) a preliminary consolidated balance sheet of the Group Companies as of the Reference Time, (b) (i) (A) the Company’s good faith estimate of (i) Cash as of the Reference Time after the paydown of Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days Transaction Expenses prior to the Closing Date, GigCapital5 shall deliver plus (B) 50% of the Equity Backstop Commitment Fee paid by the Company prior to the Company a statement certified by an executive officer of GigCapital5 Closing (collectively, the “GigCapital5 Closing StatementCash”) setting forth (i) the Aggregate Closing Merger Consideration), (ii) the Aggregate Company’s good faith estimate of Indebtedness as of the Reference Time, including the Payoff Amount (the “Closing Merger Consideration ValueIndebtedness”), and (iii) the Per Share Merger Consideration, and (iv) the number Company’s good faith estimate of Merger Consideration Earnout Shares Company Transaction Expenses that will comprise be unpaid as of the Merger Consideration Earnout Share PoolClosing (the “Closing Company Transaction Expenses”). If The Closing Certificate so delivered by the Company updates CFO will confirm in writing that it has been prepared in good faith using the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly latest available financial information and deliver an updated GigCapital5 Closing Statement to will include materials showing in reasonable detail the Company. Following ’s support and computations for the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing StatementCertificate and will also include, GigCapital5 and consistent with the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one foregoing calculations, the Company’s determination of (1) Business Day prior the Closing Aggregate Merger Consideration and (2) the Per Common Share Closing Merger Consideration. Parent shall be entitled to review and make reasonable comments on the matters and amounts set forth in the Closing Certificate so delivered by the Company CFO pursuant to this Section 1.05. The Company will cooperate with Parent in the review of the Closing Certificate, including providing Parent and its Representatives with reasonable access to the Closing Daterelevant books, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued records and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request finance employees of the Company. The Company will cooperate reasonably with Parent to revise the Closing Certificate if necessary to reflect Parent’s reasonable comments. If the Closing Certificate is so revised, such revised Closing Certificate, or if Parent had no such comments, then the initial Closing Certificate shall be deemed to be the final “Closing Statement,” in each case as approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed).

Closing Calculations. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 Goldenstone a statement prepared by the Company in good faith and certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of the following: (i) the name and address of record of each Company Closing CashSecurityHolder and the number and class, type, or series of shares held by each; (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the number of shares of Company Fully Diluted Capital Stock; (iii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration payable to each named Company Securityholder; (B) the Exchange Ratio; providedand (C) for each Company Securityholder, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on its pro rata portion of the Closing DateMerger Consideration Shares for its Company Securities; (iv) any explanatory or supporting information, including calculations, as Goldenstone may reasonably request. (b) No later than two The Closing Statement delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.06, subject to Goldenstone’s rights pursuant to Section 3.06(a)(v). (2c) Business Days prior The contents of the Closing Statement delivered by the Company hereunder shall be subject to reasonable review and comment by Xxxxxxxxxxx and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Closing Statement. Under no circumstances shall Goldenstone or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Closing Statement and the parties agree that Goldenstone and Merger Sub shall be entitled to rely on the Closing Statement in making payments under Article III. (d) Prior to the Closing, the Company shall update the Closing DateStatement, GigCapital5 and deliver such updated Closing Statement to Goldenstone, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Closing Statement that it previously delivered to Goldenstone. (e) Nothing contained in this Section 3.06 or in the Closing Statement shall deliver be construed or deemed to: (i) modify the Company’s obligations pursuant to this Agreement to obtain Goldenstone’s prior consent to the issuance of any securities; or (ii) alter or amend the definition of the Merger Consideration Shares. For the avoidance of doubt, in no event shall the aggregate merger consideration payable to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) Stockholders exceed the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 Buyer a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (iA) Company Closing Cash, (iiB) Closing Company Closing Group Debt, (iiiC) the Aggregate Exercise PriceClosing Company Group Short Term-Debt, (D) Closing Company Group Long-Term Debt, (E) Closing Company Group Net Debt and (ivF) the Closing Company Fully Diluted Capital StockGroup Net Short-Term Debt; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 Buyer at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No Not later than two (2) Business Days prior to the Closing Date, GigCapital5 Buyer shall deliver to the Company a statement certified by an executive officer of GigCapital5 Buyer (the “GigCapital5 Buyer Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, Redemption Percentage and (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Cash Consideration, the Closing Share Consideration, the Earnout Shares, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share PoolNote Principal Amount. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Buyer Closing Statement, GigCapital5 Buyer shall update the GigCapital5 Buyer Closing Statement accordingly and deliver an updated GigCapital5 Buyer Closing Statement to the Company. Following the delivery of the GigCapital5 Buyer Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Buyer Closing Statement, GigCapital5 Buyer and the Company shall reasonably reasonable cooperate in good faith to resolve any such objectionobjections. (c) No Not later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 Buyer a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request Stockholder’s share of the CompanyClosing Transaction Consideration in accordance with Schedule II.

Closing Calculations. (a) No later Not less than three (3) Business Days prior to the anticipated Closing Date, (a) the Company shall deliver to GigCapital5 the Parent a written statement certified by an executive officer of Company (the “Estimated Closing Statement”) ), signed by a duly authorized officer of the Company, setting forth (i) a consolidated estimated balance sheet of the Group Companies as of the Reference Time (without giving effect to the transactions contemplated herein), (ii) the Company’s good faith estimate of Closing Cash (i) Company Closing the “Estimated Cash, (ii) Company Closing Debt”), (iii) the Aggregate Exercise PriceCompany’s good faith estimate of Closing Indebtedness (the “Estimated Indebtedness”), and (iv) the Company Fully Diluted Company’s good faith estimate of Closing Net Working Capital Stock; provided(the “Estimated Net Working Capital”), that (v) the Company Company’s good faith estimate of Unpaid Transaction Expenses (“Estimated Transaction Expenses”), (vi) the amount of the Estimated Cash Consideration, and (vii) the amount of the Closing Cash Payment, along with, in each case of clauses (vi) and (vii), the calculations thereof and reasonable supporting detail (as may update be reasonably requested by the Parent), and (b) the Representative shall deliver to the Parent the Merger Consideration Schedule, in accordance with Section 5.04. The Estimated Closing Statement and the determinations contained therein shall be prepared on a consolidated basis for the Group Companies in accordance with this Agreement (including the definitions in this Agreement). Following the Parent’s receipt of the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing DateClosing, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) Parent shall have the Aggregate Closing Merger Consideration Value, (iii) right to comment in good faith on the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates estimates or calculations included in the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate consider any such comments in good faith faith; provided that the Parent and/or Merger Sub shall not have the right to resolve delay or fail to consummate the Closing in the event of any dispute with respect to the Estimated Closing Statement and no such objection. (c) No later than one (1) Business Day prior dispute shall be grounds for any failure of any condition to the Closing Date, to be satisfied or for the Company shall deliver Closing to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Companydelayed.

Closing Calculations. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 GigCapital2 a statement certified by an executive officer of the Company (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise PriceCompany Closing Net Debt, and (iv) the Company Fully Diluted Capital Common Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 GigCapital2 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 GigCapital2 shall deliver to the Company a statement certified by an executive officer of GigCapital5 GigCapital2 (the “GigCapital5 GigCapital2 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) Value and the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 GigCapital2 Closing Statement, GigCapital5 GigCapital2 shall update the GigCapital5 GigCapital2 Closing Statement accordingly and deliver an updated GigCapital5 GigCapital2 Closing Statement to the Company. Following the delivery of the GigCapital5 GigCapital2 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 GigCapital2 Closing Statement, GigCapital5 GigCapital2 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 GigCapital2 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 GigCapital2 may reasonably request of the Company.

Closing Calculations. (a) No The SPAC shall deliver to the Company, no later than three (3) five Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Equity Value Statement”) setting forth Companythe SPAC’s good faith estimate of the SPAC Transaction Costs, together with: (ix) instructions that list the bank accounts designated to facilitate payment by the Company Closing Cashof the SPAC Transaction Costs; (y) reasonable relevant supporting documentation used by the SPAC in calculating such amounts, including with respect to the SPAC Transaction Costs; and (iiz) a certificate of the Chief Financial Officer of the SPAC certifying that the estimates set forth in the Equity Value Statement have been prepared in accordance with this Agreement. The Company Closing Debt, (iiiand its Representatives shall have a reasonable opportunity to review and to discuss with SPAC and its Representatives the documentation provided pursuant to this Section ‎3.9(a) and any relevant books and records. SPAC and its Representatives shall reasonably assist the Aggregate Exercise PriceCompany and its Representatives in its review of the documentation and shall consider in good faith the Company’s comments to the Equity Value Statement, and (iv) if any adjustments are made to the Company Fully Diluted Capital Stock; providedEquity Value Statement prior to the Closing, that such adjusted Equity Value Statement shall thereafter become the Company may update the Estimated Closing Equity Value Statement for all purposes of this Agreement. The Equity Value Statement and deliver such updated Estimated Closing Statement the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. The Company will be entitled to GigCapital5 at any time prior to 12:01 a.m. New York time on rely in all respects upon the Closing DateEquity Value Statement. (b) No The Company shall deliver to SPAC, no later than two (2) three Business Days prior to the Closing Date, GigCapital5 shall deliver a schedule reflecting the amount, if any, of Available Cash that the Company elects, in its sole discretion, will be paid to the balance sheet of New Starship at the Closing (such amount, the “Additional Primary Proceeds Amount”), the calculation of the Company a statement certified by an executive officer of GigCapital5 Stockholder Consideration, based upon the amounts contained in the SPAC Financing Certificate and the Equity Value Statement (the “GigCapital5 Closing Payments Schedule” and, together with the Equity Value Statement, the “Pre-Closing Statement”) setting forth (i) ), the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number allocation of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates Stockholder Consideration among the Estimated Closing Statement following the delivery Company Stockholders, together with a certificate of the GigCapital5 Chief Financial Officer of the Company certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement and the Company’s Governing Documents. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the documentation provided pursuant to this Section ‎3.9(b) and any relevant books and records of the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist SPAC and its Representatives in its review of the documentation and shall consider in good faith SPAC’s comments to the Pre-Closing Statement, GigCapital5 shall update and if any adjustments are made to the GigCapital5 Pre-Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date(with the Company’s prior written consent), such adjusted Pre-Closing Statement shall thereafter become the Company Pre-Closing Statement for all purposes of this Agreement. The Pre-Closing Statement and the determinations contained therein shall deliver to GigCapital5 a statement certified by an executive officer of be prepared in accordance with the Company setting forth the Aggregate Closing applicable definitions contained in this Agreement. New Starship, SPAC, First Merger Consideration that Sub and Second Merger Sub will be payable entitled to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to rely in all respects upon the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the CompanyClosing Payments Schedule.

Closing Calculations. (a) No later Not less than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 the Parent a statement certified by setting forth (a) an executive officer estimated consolidated balance sheet of Company the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction Expenses”), (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) ). The Parent may submit any objections in writing to the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. until 5:00 p.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the anticipated Closing DateDate and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall deliver use its, and shall cause its Subsidiaries to GigCapital5 a statement certified by an executive officer of use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the Company setting forth the Aggregate Closing Merger Consideration that will determinations contained therein shall be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Timeprepared in accordance with this Agreement, the stock certificate numbers with respect thereto, Accounting Principles and such other information as GigCapital5 may reasonably request of the CompanyReference Statement.

Closing Calculations. (a) No later Not less than three (3) five Business Days prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 Parent (i) a statement certified by an executive officer good faith estimated unaudited balance sheet of the Company and its Subsidiaries as of the open of business on the Closing Date prepared in accordance with the Agreed Accounting Principles (the “Estimated Closing StatementBalance Sheet”), (ii) setting forth Company’s a good faith estimate of Tangible Net Worth (ithe “Estimated Tangible Net Worth”) Company Closing Cash, (ii) Company Closing Debt, and (iii) a statement of the Aggregate Exercise PriceTransaction Expenses. The Estimated Closing Balance Sheet shall be prepared and Estimated Tangible Net Worth shall be determined using the Agreed Accounting Principles. Not less than three Business Days prior to the anticipated Closing Date, Parent shall notify Stockholder in reasonable detail if it disputes any aspect of the Estimated Closing Balance Sheet or the Estimated Tangible Net Worth and Parent’s estimate of the Estimated Closing Balance Sheet and Estimated Tangible Net Worth. Prior to the Closing Date, Parent and Stockholder shall negotiate in good faith to resolve any such dispute, and (iv) any changes resulting from such negotiation shall be part of the Company Fully Diluted Capital StockEstimated Closing Balance Sheet and the Estimated Tangible Net Worth for all purposes under this Agreement; provided, however, that the Company may update if Parent and Stockholder are unable to resolve any such dispute within two Business Days after Parent notifies Stockholder of such dispute, then for purposes of this Section 1.07(a), each disputed amount shall be resolved for purposes of the Estimated Closing Statement Balance Sheet and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on Tangible Net Worth by using the Closing Datearithmetic mean of the amounts proposed by Parent and Stockholder. (b) No later than two (2The Company’s Estimated Closing Balance Sheet and calculations of Estimated Tangible Net Worth delivered pursuant to Section 1.07(a) will be deemed automatically withdrawn and will no longer be effective if the Closing does not occur within five Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer after delivery of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Considerationsuch items, and (ivSection 1.07(a) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection apply once again with respect to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objectionDate occurring subsequently. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No Not later than three the third (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (13rd) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 the Parent a statement certified by the Company’s chief financial officer (the “Estimated Company Statement”) setting forth (i) an executive officer estimated consolidated balance sheet of the Company setting forth Target Companies as of the Aggregate Reference Time, prepared in good faith and in accordance with the Accounting Principles, (ii) a good faith estimate, with reasonably detailed calculation of the Permitted Closing Cash as of the Closing (the “Estimated Permitted Closing Cash”) and (iii) a good faith estimate, with reasonably detailed calculations, of (A) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (B) the Closing Cash (the “Estimated Closing Cash”) and (C) the Net Acquisition Amount (the “Estimated Net Acquisition Amount”), and the resulting estimated amount of the Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately the Closing (the “Estimated Merger Consideration”); provided, that the Company will consider in good faith Parent’s comments to the Estimated Company Statement, and if any adjustments are made to the Estimated Company Statement prior to the Effective TimeClosing, such adjusted Estimated Company Statement shall thereafter become the Estimated Company Statement for all purposes of this Agreement. The Estimated Company Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. (b) On the Business Day prior to the Closing Date, the stock certificate numbers Parent shall deliver to the Company a statement certified by the Parent’s chief executive officer (the “Estimated Parent Statement”) setting forth a good faith estimate, with respect theretoreasonably detailed calculations, of (i) the Parent Cash as of the Closing (the “Estimated Parent Cash”), and such other information as GigCapital5 may reasonably request (ii) the resulting estimates of the Cash Consideration (the “Estimated Cash Consideration”), Stock Consideration (the “Estimated Stock Consideration”) and Closing Consideration based on the Estimated Parent Cash set forth in the Estimated Parent Statement and the Estimated Merger Consideration, Estimated Closing Cash and the Estimated Permitted Closing Cash set forth in the Estimated Company Statement; provided, that, the Parent will consider in good faith the Company’s comments to the Estimated Parent Statement, and if any adjustments are made to the Estimated Parent Statement prior to the Closing, such adjusted Estimated Parent Statement shall thereafter become the Estimated Parent Statement for all purposes of this Agreement.

Closing Calculations. (a) No Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 the Purchaser a statement certified by an the Company’s chief executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company a good faith calculation of the Company’s estimate of the Closing CashNet Debt as of the Reference Time, and (ii) Company Closing Debtthe resulting Merger Consideration and Conversion Ratio based on such estimates, (iii) in reasonable detail including for each component thereof, along with the Aggregate Exercise Priceamount owed to each creditor of any of the Company, and (iv) bank statements or other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Closing Statement to the Purchaser, if requested by the Purchaser, the Company Fully Diluted Capital Stock; provided, that shall meet with the Company may update Purchaser to review and discuss the Estimated Closing Statement and deliver such updated Estimated the Company shall consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to GigCapital5 at any time the Closing Statement prior to 12:01 a.m. New York time on the Closing, which adjusted Closing Statement, as mutually agreed by the Company and the Purchaser, both acting reasonably and in good faith, shall thereafter become the Closing DateStatement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. (b) No Not later than two (2) Business Days prior to the Closing Date, GigCapital5 the Purchaser shall deliver to the Company a statement certified by an executive officer the written instruction to the Trustee in relation to the payment of GigCapital5 cash out of the Trust Account (the “GigCapital5 Closing StatementInstruction to Trustee”) ), which shall include a funds flow memorandum setting forth a good faith calculation of the (i) the Aggregate aggregate amount of cash in the Trust Account (prior to giving effect to the Closing Merger ConsiderationRedemption), (ii) the Aggregate aggregate amount of all payments required to be made in connection with the Closing Merger Consideration ValueRedemption, (iii) the Per Share Merger Considerationnet cash of the Purchaser, after giving effect to the Closing Redemption and any Transaction Financing, and (iv) the number of Merger Consideration Earnout Shares that will comprise Purchaser’s Transaction Expenses, including the Merger Consideration Earnout Share Poolamount owed to each payee thereof and payment instructions therefor. If Promptly upon delivering the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement Instruction to Trustee to the Company. Following the delivery of the GigCapital5 Closing Statement, if requested by the Company, the Purchaser shall meet with the Company has any objection to any amounts included in review and discuss the GigCapital5 Closing Statement, GigCapital5 Instruction to Trustee and the Company Purchaser shall reasonably cooperate consider in good faith the Company’s comments to resolve such objection. (c) No later than one (1) Business Day the Instruction to Trustee and make any appropriate adjustments to the Instruction to Trustee prior to the Closing DateClosing, which adjusted Instruction to Trustee, as mutually agreed by the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued Purchaser and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company, both acting reasonably and in good faith, shall thereafter become the Instruction to Trustee for all purposes of this Agreement.

Closing Calculations. (a) No later than three At least five (35) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 Purchaser shall deliver to the Company a statement certified by an executive officer of GigCapital5 the Purchaser (the “GigCapital5 Purchaser Closing Statement”) setting forth (i) a good faith calculation of the Aggregate Purchaser’s estimate of the Purchaser Expenses as of the Closing Merger Consideration, (ii) and the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger ConsiderationExcess Purchaser Expenses, and (iv) indicating whether the number Sponsor has elected in accordance with the Sponsor Letter Agreement for any or all of Merger such Excess Purchaser Expenses to be a Purchaser Expense Consideration Earnout Shares that will comprise Adjustment, in reasonable detail including for each component thereof, along with the Merger Consideration Earnout Share Poolamount owed to each creditor of the Purchaser, and evidence reasonably necessary to confirm such calculations. If the Company updates the Estimated The Purchaser Closing Statement following and the delivery of determinations contained therein shall be prepared in accordance with this Agreement. Promptly upon delivering the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Purchaser Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if requested by the Company, the Purchaser will meet with the Company has any objection to any amounts included in review and discuss the GigCapital5 Purchaser Closing Statement, GigCapital5 Statement and the Purchaser and the Company shall reasonably cooperate work together in good faith to resolve such objectionfinalize the Purchaser Closing Statement with adjustment thereto prior to the Closing. The adjusted Purchaser Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Purchaser Closing Statement for all purposes of this Agreement. The Purchaser Closing Statement and the determinations contained therein, as finally agreed upon in accordance with this Section 1.9(a), shall be the final determinations with respect to the amounts set forth therein. (cb) No later than one At least three (13) Business Day Days prior to the Closing DateDate (subject to the receipt and continuing negotiation of the Purchaser Closing Statement in accordance with Section 1.9(a)), the Company shall deliver to GigCapital5 the Purchaser a statement certified by an the Company’s chief executive officer (the “Company Closing Statement”) setting forth a good faith calculation of the Company’s estimate of the Closing Net Indebtedness and Unpaid Company setting forth Transaction Expenses, in each case, as of the Aggregate Closing Reference Time, and the resulting Merger Consideration that will be payable and Per Share Price based on such estimates and the Purchaser Expense Consideration Adjustment, if any, as set forth in the Purchaser Closing Statement, in reasonable detail including for each component thereof, along with the amount owed to each holder creditor of shares any of the Target Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. The Company Common Stock issued Closing Statement and outstanding as of immediately the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. Promptly upon delivering the Company Closing Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Company Closing Statement and the Purchaser and the Company shall work together in good faith to finalize the Company Closing Statement with adjustment thereto prior to the Effective TimeClosing, including for any changes resulting from changes to the stock certificate numbers Purchaser Closing Statement as finally determined in accordance with Section 1.9(a). The adjusted Company Closing Statement, as mutually agreed to by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the determinations contained therein, as finally agreed upon in accordance with this Section 1.9(b), shall be the final determinations with respect thereto, and such other information as GigCapital5 may reasonably request of to the Companyamounts set forth therein.

Closing Calculations. Not less than five (a) No later than three (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 the Parent a statement certified statement, accompanied by a certificate executed on its behalf by the Chief Financial Officer of the Company, setting forth (a) an executive officer estimated consolidated balance sheet of Company the Group Companies as of the Reference Time (after giving effect to the Pre-Closing Transactions), (b) a good faith calculation of the Company’s estimate of Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”), the sum of the WNFIC Statutory Surplus and XxxXxxxx Liabilities (the “Estimated WNFIC Cash Amount”) and Transaction Expenses (“Estimated Transaction Expenses”) as of the Reference Time (after giving effect to the Pre-Closing Transactions) and (c) the Closing Residual Cash Consideration, the Closing Payment Amount and the Blocker Closing Payment Amount (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the ). The Estimated Closing Statement and deliver such updated the determinations contained therein shall be prepared in accordance with this Agreement. The Company shall consult in good faith with the Parent regarding the preparation of the Estimated Closing Statement to GigCapital5 at Statement, including any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later estimates of such amounts. The Company’s calculations shall be accompanied by reasonable supporting detail. Not less than two (2) Business Days prior to the anticipated Closing Date, GigCapital5 shall deliver to the Parent may notify the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Considerationits good faith objections, (ii) the Aggregate Closing Merger Consideration Valueif any, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates to the Estimated Closing Statement following and, after reviewing Parent’s objections, if any, in good faith, the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and Company may elect in its sole discretion to deliver an updated GigCapital5 a revised Estimated Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than Parent at least one (1) Business Day prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 Purchaser a statement certified by an executive officer of Company (the “Estimated Closing Statement”) ), prepared in good faith, attaching the consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (which may be based on draft financial statements and/or good faith estimates if the final financial statements for the month ended as of the Reference Time have not yet been prepared at such time), and setting forth Company’s the Book Value and Company Transaction Expenses, along with reasonably detailed calculations thereof, and the resulting Transaction Consideration payable to the Sellers using the formula in Section 2.2 based on such Book Value and the allocation of the Cash Consideration and the Exchange Shares among the Sellers in accordance with Section 2.2 and Annex I based on Sellers who have provided executed and accepted Exchange Agreements as of such date, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser; provided that Purchaser shall inform the Company of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (i5) Company Closing Cash, (ii) Company Closing Debt, (iii) days prior to the Aggregate Exercise PriceClosing, and (iv) Purchaser will promptly provide the Company Fully Diluted Capital Stock; provided, that with an update of such amount upon the final determination thereof by the Trustee prior to the Closing. Promptly upon receipt of a written request from Purchaser (which for the avoidance of doubt may be provided via email in accordance with Section 12.1) following the delivery by the Company may update of the Estimated Closing Statement to Purchaser, the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and deliver such updated the Company will consider in good faith Purchaser’s reasonable good faith comments to the Estimated Closing Statement and make any appropriate adjustments to GigCapital5 at any time prior to 12:01 a.m. New York time on the Estimated Closing Date. (b) No later than two (2) Business Days Statement prior to the Closing, which adjusted Estimated Closing DateStatement, GigCapital5 shall deliver to as mutually approved by the Company a statement certified by an executive officer and Purchaser, shall thereafter become the final Estimated Closing Statement for all purposes of GigCapital5 this Agreement (the “GigCapital5 Closing Statement”) setting forth provided, that (i) the Aggregate Company shall not be obligated to accept Purchaser’s comments if (A) rejected by the Company reasonably and in good faith and (B) the increase in the aggregate number of Exchange Shares to be issued at the Closing Merger Considerationas determined based on the good faith comments of Purchaser that are not accepted by the Company would not be in excess of the total number of Escrow Shares as determined based on the good faith comments of Purchaser that are not accepted by the Company, and (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, Company and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates Purchaser shall make any appropriate adjustments to the Estimated Closing Statement following through the delivery Closing based on any additional executed and accepted Exchange Agreements provided by Sellers after their mutual approval of the GigCapital5 Estimated Closing Statement, GigCapital5 shall update the GigCapital5 ). The Estimated Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company determinations contained therein shall reasonably cooperate be prepared in good faith to resolve such objectionaccordance with the Accounting Principles and otherwise in accordance with this Agreement. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No The Company shall deliver to Parent: (i) no later than three four (34) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Adjustment Statement”) setting forth the Company’s good faith estimate of: (i) the Closing Indebtedness Amount (the “Estimated Closing StatementIndebtedness Amount”) setting forth Company’s good faith estimate of (i) Company Closing Cash, ); (ii) Company Closing Debt, Transaction Costs (the “Estimated Company Transaction Costs”); and (iii) the Aggregate Exercise PriceCompany Cash (the “Estimated Company Cash”); together with: (x) instructions that list the bank account of the Seller and other bank accounts designated to facilitate payment by Parent of the Company Transaction Costs; (y) reasonable relevant supporting documentation used by the Company in calculating such amounts, including with respect to the Estimated Company Transaction Costs, all invoices or, if no invoice is available, other documentation reasonably accounting for such costs; and (ivz) a certificate of the Chief Financial Officer of the Company Fully Diluted Capital Stock; provided, certifying that the Company may update estimates set forth in the Estimated Closing Adjustment Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date.have been prepared in accordance with this Agreement; and (bii) No no later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to a schedule reflecting a calculation of the Company a statement certified by an executive officer Closing Cash Payment Amount, the Closing Number of GigCapital5 Securities and the Deleveraging Amount, in each case, based upon the amounts contained in the Parent Financing Certificate and the Estimated Adjustment Statement (the “GigCapital5 Closing Payments Schedule”, together with the Estimated Adjustment Statement, the “Pre-Closing Statement”) setting forth (i) ), together with a certificate of the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number Chief Financial Officer of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates certifying that the Estimated amounts set forth in the Closing Statement following Payments Schedule have been prepared in accordance with this Agreement. (b) Parent and its Representatives shall have a reasonable opportunity to review and to discuss with the delivery Company and its Representatives the documentation provided pursuant to Section 2.10(a) and any relevant books and records of the GigCapital5 Company and its Subsidiaries. The Company and its Representatives shall reasonably assist Parent and its Representatives in its review of the documentation and shall consider in good faith Parent’s comments to the Pre-Closing Statement, GigCapital5 shall update and if any adjustments are made to the GigCapital5 Pre-Closing Statement accordingly and deliver an updated GigCapital5 prior to the Closing, such adjusted Pre-Closing Statement shall thereafter become the Pre-Closing Statement for all purposes of this Agreement; provided, for the avoidance of doubt, that, following the Company’s consideration in good faith of Parent’s comments to the Company. Following the delivery of the GigCapital5 Pre-Closing Statement, if the Company has may determine, in its sole and absolute discretion, not to make any objection adjustments to any amounts included in the GigCapital5 Pre-Closing Statement, GigCapital5 in which case the Pre-Closing Statement shall be the Pre-Closing Statement delivered by the Company to Parent; provided, further, that the amounts set forth in the Closing Payments Schedule shall be automatically adjusted in accordance with Section 2.6(c), including, in the case of the Deleveraging Amount, in the event that a Change of Control Offer Amount is required to be funded by Parent in accordance with Section 7.23. In no event will the determination of the amounts set forth in the Pre-Closing Statement (whether mutually agreed to or the subject of a disagreement) prejudice the rights of a Party pursuant to Section 2.11. The Pre-Closing Statement and the Company determinations contained therein shall reasonably cooperate be prepared in good faith to resolve such objectionaccordance with the applicable definitions contained in this Agreement. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on the Closing Date. (b) No later Not less than two (2) Business Days prior to the anticipated Closing Date, GigCapital5 the Company shall deliver to the Company Parent a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) an estimated consolidated balance sheet of the Aggregate Company Group as of the Reference Time (the “Estimated Balance Sheet”), and (ii) a schedule which shall set forth, in reasonable detail, (A) a good faith calculation of the Company Group’s Cash as of the Reference Time (the “Estimated Cash”), (B) a good faith calculation of the Company Group’s Indebtedness as of the Reference Time (the “Estimated Indebtedness”), (C) a good faith estimate of the Company Group’s Net Working Capital as of the Reference Time (the “Estimated Net Working Capital”), (D) a good faith estimate of the Transaction Expenses (“Estimated Transaction Expenses”), (E) a good faith itemized estimate of Taxes Payable (the “Estimated Taxes Payable”), (F) an accurate calculation of the resulting Closing Merger Consideration, (ii) the Aggregate aggregate Closing Merger Consideration ValueOption Consideration, (iii) the Per Share Merger aggregate Closing Warrant Consideration, and the Closing Payment Amount, (ivG) wire transfer instructions for the payments to be made by Parent described in Section 2.02 (which shall be orally confirmed by the Company prior to each payment under or pursuant to this Agreement), and (H) the number Funds Allocation (the “Estimated Closing Statement”). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement including, for the avoidance of Merger Consideration Earnout Shares that will comprise doubt, the Merger Consideration Earnout Share Pool. If Accounting Principles and the examples set forth in the Reference Statement. (b) The Company updates shall provide a reasonable level of supporting documentation for the Estimated Closing Statement following and Estimated Balance Sheet and any additional information reasonably requested by the delivery of Parent related thereto. To the GigCapital5 extent that the Parent disagrees in good faith with any items set forth in the Estimated Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and Parent may deliver an updated GigCapital5 Closing Statement written notice of its disagreement to the Company. Following Company prior to the delivery of the GigCapital5 Closing StatementDate, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate consider Parent’s notice of its disagreement in good faith to resolve such objection. (c) No later than and incorporate any reasonable comments of Parent into a revised Estimated Closing Statement which it shall deliver at least one (1) Business Day prior to the Closing DateClosing. (c) The Parent, the Merger Sub, the Surviving Company and the Paying Agent shall deliver be entitled, without any duty of inquiry or investigation, to GigCapital5 a statement certified by an executive officer rely on and make payments in accordance with the Funds Allocation and the Estimated Closing Statement. The Parent, the Merger Sub, the Surviving Company and the Paying Agent will not have any Liability with respect to the allocation of proceeds among the Company setting forth Securityholders resulting from any payments made to such Securityholders based upon the Aggregate Funds Allocation and the Estimated Closing Statement. The Parties to this Agreement and the Securityholders agree to cooperate in order to ensure that each Securityholder receives its respective portion of any Merger Consideration that will be payable it is entitled to each holder of shares of Company Common Stock issued and outstanding as of immediately prior receive pursuant to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request terms of the Companythis Agreement.

Closing Calculations. (a) No later Not less than three (3) five Business Days prior to the anticipated Closing DateDate (or such shorter period of time as agreed to by Parent), the Company shall prepare and deliver to GigCapital5 Parent a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth (a) a good faith calculation of the Company’s good faith estimate of Closing Cash (the “Estimated Cash”), Surplus Amount (the “Estimated Surplus Amount”), Company Indebtedness (the “Estimated Company Indebtedness”), Closing Net Working Capital (the “Estimated Net Working Capital”), Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”) and Company Transaction Expenses (“Estimated Transaction Expenses”), each as of the Adjustment Time, and in each case with reasonable documentation, (b) based thereon, the Closing Merger Consideration and the aggregate Per Option Closing Merger Consideration, and (c) a duly completed Allocation Schedule. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the definitions set forth in this Agreement, the Accounting Principles and the SAP Accounting Principles, as applicable, and (i) Company Closing Cashin the case of the Estimated Net Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) Company Closing Debtin the case of the Estimated Transaction Tax Benefits, in a manner consistent with the example set forth on Exhibit C and (iii) in the Aggregate Exercise Pricecase of the Estimated Surplus Amount, in a manner consistent with the example set forth on Exhibit D. The Company shall provide Parent with a reasonable opportunity to review and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update comment on the Estimated Closing Statement and the components thereof and the Company shall consider in good faith any reasonable comments made in good faith that Parent provides and delivers to the Company in writing no later than the Business Day immediately prior to the Closing Date. To the extent that the Company accepts (in its sole and absolute discretion) any such reasonable comments, the Company shall deliver such updated a revised Estimated Closing Statement to GigCapital5 at any time Parent prior to 12:01 a.m. New York time on the Closing Date. Date reflecting such accepted comments, which shall be the Estimated Closing Statement for purposes of this Agreement. In the event that (bA) No Parent does not deliver a written notice of its comments no later than two (2) the Business Days Day immediately prior to the Closing Date, GigCapital5 shall deliver to or (B) the Company a statement certified does not agree with any of the proposed comments by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger ConsiderationParent in such notice, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates then the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and delivered by the Company shall reasonably cooperate in good faith to resolve such objectionbe the Estimated Closing Statement for purposes of this Agreement. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No Best Assistant shall deliver to GXXX, no later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of Company schedule (the “Estimated Closing StatementPayments Schedule”) setting forth Company’s good faith estimate of reflecting (i) Company Closing Cashthe calculation of the Merger Consideration and the allocation of the Merger Consideration among the eLMTree shareholders, including the legal name and registered address of each such eLMTree shareholder; (ii) Company Closing Debtthe estimated amount of Best Assistant Transaction Costs as of the Closing, which shall include the respective paid and unpaid amounts and wire transfer instructions for the payment thereof; (iii) the Aggregate Exercise Price, and eLMTree Working Capital as of the Closing (taking into account any declared or distributed Permitted Distributions); (iv) reasonable relevant supporting documentation used by Best Assistant in calculating such amounts; and (v) a certificate of the Company Fully Diluted Capital Stock; provided, highest ranking financial officer of Best Assistant certifying that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on amounts set forth in the Closing Date. (b) No later than two (2) Business Days Payments Schedule have been prepared in accordance with this Agreement, the other Transaction Agreements and eLMTree’s Governing Documents. GXXX and its Representatives shall have a reasonable opportunity to review and to discuss with Best Assistant and its Representatives the documentation provided pursuant to this Section ‎3.7 and any relevant books and records of eLMTree and its Subsidiaries. Best Assistant and its Representatives shall reasonably assist GXXX and its Representatives in its review of the documentation and shall consider in good fxxxx XXXX’x comments to the Closing Payments Schedule, and if any adjustments are made to the Closing Payments Schedule prior to the Closing, such adjusted Closing Date, GigCapital5 Payments Schedule shall deliver to thereafter become the Company a statement certified by an executive officer Closing Payments Schedule for all purposes of GigCapital5 (the “GigCapital5 this Agreement. The Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 Payments Schedule and the Company determinations contained therein shall reasonably cooperate be prepared in good faith accordance with the applicable definitions contained in this Agreement. GXXX and Mxxxxx Sub will be entitled to resolve such objection. (c) No later than one (1) Business Day prior to rely in all respects upon the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the CompanyPayments Schedule.

Closing Calculations. Not less than five (a) No later than three (35) Business Days prior to the anticipated Closing Date, the Company shall will deliver to GigCapital5 Parent a statement certified by an executive officer of Company (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) the Company’s good faith estimate of (i) Company Closing Cash as of the Reference Time (the “Estimated Cash”), (ii) Company Closing DebtIndebtedness as of the Reference Time, including the Payoff Amount (the “Estimated Indebtedness”), (iii) Net Working Capital as of the Aggregate Exercise PriceReference Time (the “Estimated Net Working Capital”) and the Target Net Working Capital Amount (the “Estimated Target Net Working Capital Amount”), and (iv) Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (v) the Acquisition Adjustment Amount as of the Reference Time (the “Estimated Acquisition Adjustment Amount”), which statement the Company Fully Diluted Capital Stock; provided, that will confirm in writing has been prepared using the Company may update Preparation Methodology and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. New York time on Statement, (c) consistent with the Closing Date. (b) No later than two (2) Business Days prior to foregoing calculations, the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer Company’s determination of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Closing Aggregate Closing Merger Consideration, (ii) the Aggregate Per Common Share Closing Merger Cash Consideration Value, and (iii) the Per Common Share Merger Parent Stock Consideration, and (ivd) the number amount of the Preferred Stock Merger Consideration Earnout Shares that Consideration. The Estimated Closing Statement and the determinations contained therein will comprise be prepared in accordance with the Merger Consideration Earnout Share PoolPreparation Methodology as set forth in Exhibit F (the “Preparation Methodology”). If Parent shall be entitled to review and make reasonable objections to the Company updates matters and amounts set forth in the Estimated Closing Statement following delivered by the delivery Company pursuant to this Section 1.06. The Company will cooperate with Parent in the review of the GigCapital5 Estimated Closing Statement, GigCapital5 shall update including providing Parent and its representatives with reasonable access during normal business hours to the GigCapital5 Closing Statement accordingly relevant books, records and deliver an updated GigCapital5 Closing Statement to finance employees of the Company. Following the delivery of the GigCapital5 Closing StatementBased on Parent’s reasonable objections, if the Company has any objection and Parent will cooperate reasonably to any amounts included in update the GigCapital5 Estimated Closing Statement, GigCapital5 and Statement delivered by the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day under this Section 1.06, prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company.

Closing Calculations. (a) No later Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 a Parent: (a) A statement certified by an executive officer of Company (the “Estimated Closing Date Statement”) setting ), signed and certified by the Chief Financial Officer of the Company on its behalf, which sets forth Company’s a good faith estimate (with reasonable supporting detail) of (i) the Company Closing Cash, (ii) Company Closing Debt, (iii) Company Closing Net Debt, (iv) the Aggregate Exercise Price, Price and (ivv) the Company Fully Diluted Capital Stock; provided. In addition, that the Closing Date Statement shall also include (i) the Company’s calculation of the Per Share Merger Consideration based on the foregoing estimates (and the other components contemplated by Section 3.1 in the calculation of the Per Share Merger Consideration), (ii) a copy of the Company’s good faith estimated unaudited consolidated balance sheet of the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time as of immediately prior to 12:01 a.m. New York time the Closing upon which such calculations are based, and (iii) wire transfer or other applicable delivery instructions for payment of each item of Company Transaction Expenses to be paid at Closing. Each of the components required to be set forth on the Closing DateDate Statement shall be calculated in accordance with the definitions set forth in this Agreement. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a A statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing StatementMerger Consideration Schedule”) setting forth ), signed and certified by the Chief Financial Officer of the Company in his or her capacity as such, which sets forth: (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) Value and the Per Share Merger Consideration; (ii) a detailed capitalization schedule of the Company, and setting forth all Company Capital Stock; (iviii) the number portion of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to in respect of each share of Company Common Stock; and (iv) for each holder of Company Common Stock: (A) the number of shares of Company Common Stock issued held by such Person (including the respective Certificate number of any certificated Company Common Stock held by such Person), (B) the portion of the Aggregate Closing Merger Consideration required to be paid under the Company Certificate of Incorporation to each holder of Company Common Stock in respect of such holder’s Company Common Stock, and outstanding (C) such holder’s aggregate Per Share Merger Consideration. The calculations set forth in the Merger Consideration Schedule shall be prepared in accordance with the Company Certificate of Incorporation and the requirements of the DGCL. Parent shall be entitled to rely (without any duty of inquiry) upon the Merger Consideration Schedule, and a Letter of Transmittal shall be required to be delivered by each holder of Company Common Stock as a condition to receipt of immediately prior any Merger Consideration and shall include a waiver of, among other things, any and all claims (i) that the Merger Consideration Schedule did not accurately reflect the terms of the Company Certificate of Incorporation, and (ii) in connection with the issuance of any Company Common Stock (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such Stockholder in connection with such issuance). Any amounts delivered by Parent to an applicable holder of Company Common Stock in accordance with the foregoing shall be deemed for all purposes to have been delivered to the Effective Time, applicable holder in full satisfaction of the stock certificate numbers with respect theretoobligations of Parent under this Agreement and Parent shall not be responsible or liable for the calculations or the determinations regarding such calculations set forth therein. (c) Parent shall be entitled to review and comment upon the Closing Date Statement and the Merger Consideration Schedule delivered by the Company pursuant to this Section 3.6(c), and the Company shall consider Parent’s comments thereto in good faith (and, in the event of any such other information as GigCapital5 may reasonably request adjustments based on the comment of Parent, all references in this Agreement to the CompanyClosing Date Statement or the Merger Consideration Schedule shall be deemed to be references to such documents after giving effect to such adjustments).

Closing Calculations. Not less than five (a) No later 5), but no more than three seven (3) 7), Business Days prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 Parent a draft statement certified by setting forth (a) an executive officer estimated consolidated balance sheet of Company the Group Companies as of the Reference Time, (b) a good faith calculation of the Company's estimate of Funded Debt (the “"Estimated Closing Statement”Funded Debt"), Net Working Capital (the "Estimated Net Working Capital") setting forth Company’s good faith estimate of and Transaction Expenses (i) Company Closing Cash"Estimated Transaction Expenses"), (ii) Company Closing Debt, (iiic) the Closing Cash Consideration, the Preferred Stockholder Aggregate Exercise PriceAmount, the Common Closing Cash Consideration, the Per Share Common Closing Cash Consideration, the aggregate Closing Option Consideration, the MIP Closing Consideration, and the Rollover Option Amount and (ivd) a detailed funds flow showing the amount of the Closing Cash Consideration each Securityholder is to receive at the Closing. Parent may submit any objections in writing to the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time prior to 12:01 a.m. until 5:00 p.m. New York time on the Closing Date. (b) No later than two (2) Business Days prior to the Closing Date, GigCapital5 shall deliver to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Closing Statement”) setting forth (i) the Aggregate Closing Merger Consideration, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included in the GigCapital5 Closing Statement, GigCapital5 and the Company shall reasonably cooperate in good faith to resolve such objection. (c) No later than one (1) Business Day prior to the anticipated Closing DateDate and the Company will cooperate in good faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the "Estimated Closing Statement"). After delivery of the Estimated Closing Statement, Parent and its accountants and other representatives shall be permitted full access at reasonable times to review the Company's and its Subsidiaries' books and records and any work papers (subject to Parent and its representatives entering into any undertakings required by the Company's accountants in connection therewith) related to the preparation of the Estimated Closing Statement. Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect theretouse its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such other information as GigCapital5 may reasonably request of accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the Companydeterminations contained therein shall be prepared in accordance with this Agreement.

Closing Calculations. Not less than five (a) No later than three (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to GigCapital5 the Parent a statement certified by setting forth (a) an executive officer estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good-faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Closing Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”), Transaction Expenses (the “Estimated Transaction Expenses”), Company Transaction Expenses (the “Estimated Company Transaction Expenses”), Sellers Transaction Expenses (the “Estimated Sellers Transaction Expenses”) and (c) the Closing Consideration, the Closing Payment Amount (including the 111(4)(e) Amount and Reorganization Tax Liability) and the aggregate Closing Option Consideration (the “Estimated Closing Statement”), in each case with any amounts in Canadian dollars converted to U.S. dollars at the Applicable Spot Rate as of the fifth (5th) setting forth Company’s good faith estimate of (i) Company Closing Cash, (ii) Company Closing Debt, (iii) the Aggregate Exercise Price, and (iv) the Company Fully Diluted Capital Stock; provided, that the Company may update the Estimated Closing Statement and deliver such updated Estimated Closing Statement to GigCapital5 at any time Business Day prior to 12:01 a.m. New York time on the anticipated Closing Date. . The Company shall make its accountants and other representatives available during the five (b) No later than two (25) Business Days prior to the anticipated Closing Date, GigCapital5 shall deliver Date to cooperate in good faith with the Parent and respond to any questions or requests that Parent may have with respect to the Company a statement certified by an executive officer of GigCapital5 (the “GigCapital5 Estimated Closing Statement”. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted full access at reasonable times to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable undertakings required by the Company’s accountants in connection therewith) setting forth (i) related to the Aggregate preparation of the Estimated Closing Merger ConsiderationStatement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, (ii) the Aggregate Closing Merger Consideration Value, (iii) the Per Share Merger Consideration, its Subsidiaries and (iv) the number of Merger Consideration Earnout Shares that will comprise the Merger Consideration Earnout Share Pool. If the Company updates their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement to the Company. Following the delivery of the GigCapital5 Closing Statement, if the Company has any objection to any amounts included arising in the GigCapital5 Closing Statementcourse of their review thereof, GigCapital5 and the Company shall reasonably use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate in good faith with and respond to resolve such objection. (c) No later than one (1) inquiries. Parent may object to any amounts set forth on the Estimated Closing Statement prior to the Business Day prior to the anticipated Closing Date, and the Company will consider in good faith any such objections and cooperate in good faith with the Parent to resolve any such objections and, if applicable, revise the Estimated Closing Statement to reflect any such resolutions. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement and the Accounting Principles. From the Reference Time until the Closing, the Company shall deliver not, and shall not permit any other Group Company to, make any dividend or distribution of Cash or incur any Indebtedness or Transaction Expenses or use any Cash to GigCapital5 pay any Transaction Expenses or any amount to any Seller Related Party or to repay any Indebtedness. If, as a statement certified by an executive officer result of a breach of the preceding sentence, Cash, Transaction Expenses or Indebtedness shall change between the Reference Time and the Closing, such changes shall be reflected in the calculation of Cash, Transaction Expenses and/or Closing Indebtedness (as the case may be) for purposes of the Estimated Closing Statement and the Closing Statement. Exhibit A sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Parent setting forth the Aggregate various line items used (or to be used) in, and illustrating as if the Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued and outstanding as of immediately prior to Date was the Effective Timedate set forth therein, the stock certificate numbers calculation of Cash, Closing Indebtedness and Net Working Capital prepared and calculated in accordance with respect thereto, this Agreement. The Reference Statement shall be for illustrative purposes only and such other information as GigCapital5 may reasonably request of the Companyonly be used to govern format.

Closing Calculations. (a) No Not later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to GigCapital5 the Purchaser a statement certified by an the Company’s chief executive officer of Company (the “Estimated Closing Statement”) setting forth Company’s good faith estimate of (i) a good faith calculation of the Company’s estimate of the Closing Net Debt, the Net Working Capital Amount and the Company Closing CashTransaction Expenses, in each case, as of the Reference Time, and (ii) Company Closing Debtthe resulting Merger Consideration and Conversion Ratio based on such estimates, (iii) in reasonable detail including for each component thereof, along with the Aggregate Exercise Priceamount owed to each creditor of any of the Target Companies, and (iv) bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Closing Statement to the Purchaser, if requested by the Purchaser, the Company Fully Diluted Capital Stock; provided, that shall meet with the Company may update Purchaser to review and discuss the Estimated Closing Statement and deliver such updated Estimated the Company shall consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to GigCapital5 at any time the Closing Statement prior to 12:01 a.m. New York time on the Closing, which adjusted Closing Statement, as mutually agreed by the Company and the Purchaser, both acting reasonably and in good faith, shall thereafter become the Closing DateStatement for all purposes of this Agreement. The Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. (b) No Not later than two (2) Business Days prior to the Closing Date, GigCapital5 the Purchaser shall deliver to the Company a statement certified by an executive officer the written instruction to the Trustee in relation to the payment of GigCapital5 cash out of the Trust Account (the “GigCapital5 Closing StatementInstruction to Trustee”) ), which shall include a funds flow memorandum setting forth a good faith calculation of the (i) the Aggregate Closing Merger Considerationaggregate amount of cash in the Trust Account (prior to giving effect to the Redemption), (ii) the Aggregate Closing Merger Consideration Valueaggregate amount of all payments required to be made in connection with the Redemption, (iii) the Per Share Merger Considerationnet cash of the Purchaser, after giving effect to the Redemption and any Transaction Financing, and (iv) the number of Merger Consideration Earnout Shares that will comprise Purchaser Transaction Expenses, including the Merger Consideration Earnout Share Poolamount owed to each payee thereof and payment instructions therefor. If Promptly upon delivering the Company updates the Estimated Closing Statement following the delivery of the GigCapital5 Closing Statement, GigCapital5 shall update the GigCapital5 Closing Statement accordingly and deliver an updated GigCapital5 Closing Statement Instruction to Trustee to the Company. Following the delivery of the GigCapital5 Closing Statement, if requested by the Company, the Purchaser shall meet with the Company has any objection to any amounts included in review and discuss the GigCapital5 Closing Statement, GigCapital5 Instruction to Trustee and the Company Purchaser shall reasonably cooperate consider in good faith the Company’s comments to resolve such objection. (c) No later than one (1) Business Day the Instruction to Trustee and make any appropriate adjustments to the Instruction to Trustee prior to the Closing DateClosing, which adjusted Instruction to Trustee, as mutually agreed by the Company shall deliver to GigCapital5 a statement certified by an executive officer of the Company setting forth the Aggregate Closing Merger Consideration that will be payable to each holder of shares of Company Common Stock issued Purchaser and outstanding as of immediately prior to the Effective Time, the stock certificate numbers with respect thereto, and such other information as GigCapital5 may reasonably request of the Company, both acting reasonably and in good faith, shall thereafter become the Instruction to Trustee for all purposes of this Agreement.