Common use of Closing Statements Clause in Contracts

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing Date. (b) At least two (2) Business Days prior to the Closing, PGHL shall prepare and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Date.

Closing Statements. (a) At least No later than two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder RedemptionClosing Date, FTAC Parent shall prepare and deliver to PGHL a statement the Company written notice (the “FTAC Parent Closing Statement”) setting forth in Parent’s good faithfaith estimate of: (i) the aggregate amount of cash in Parent Cash as of the Trust Account Closing (for the avoidance of doubt, prior to giving effect to FTAC the Parent Stockholder Redemption)Redemptions and the payment of any Parent Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company; (ii) the aggregate amount of all payments cash proceeds that will be required to be made in connection with FTAC satisfy the Parent Stockholder RedemptionRedemptions; (iii) the aggregate cash proceeds from amount of Parent Transaction Costs as of the FTAC FinancingClosing and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company; and (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Parent Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC the Parent Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) Redemptions, the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number issuance of shares of FTAC Parent Class C A Common Stock that may be issued in connection with pursuant to the recapitalization by FTAC Subscription Agreements and the surrender of the Founder FTAC WarrantsSponsor Contingent Closing Shares, in each caseif any (for the avoidance of doubt, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with excluding the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing DateSponsor Earnout Shares). (b) At least No later than two (2) Business Days prior to the ClosingClosing Date, PGHL the Company shall prepare and deliver to FTAC a statement Parent written notice (the “PGHL Company Closing Statement”) setting forth the Company’s good faith estimate of: (i) the Closing Indebtedness Amount as of the Closing (including the Payoff Amounts) and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (ii) the amount of Company Transactions Costs as of the Closing, together with instructions that list the applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (iii) the amount of Company Cash as of the Closing and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (iv) a calculation of the Aggregate Stock Consideration based upon the foregoing; and (v) a capitalization table schedule, setting forth the number of Company Stock Adjusted Fully Diluted Shares and, for each holder of Company Interests, (A) the name, address and email address (in each case, if available) of such holder, (B) the number and class, series or type of Company Interests held by such holder and (C) the portion of the Aggregate Stock Consideration payable to each such holder of Company Interests (with detail as to the amount payable with respect to each class, series and type of Company Interest held by such holder). (c) Parent will consider in good faith its calculation the Company’s comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of the Company Net Debt Amountthis Agreement. The PGHL Parent Closing Statement and each component thereof the calculations and determinations contained therein shall be prepared and calculated in accordance with Parent’s Charter Documents, the DGCL and the applicable definitions contained in this Agreement. From The Company will consider in good faith Parent’s comments to the Company Closing Statement, and after delivery of the PGHL Company Closing Statement until shall be subject to Parent prior written approval (not to be unreasonably withheld, conditioned or delayed). If any adjustments are made to the Company Closing Statement by the Company prior to the Closing, PGHL such adjusted Company Closing Statement shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with thereafter become the Company and its Representatives in connection with their review Closing Statement for all purposes of the PGHL this Agreement. The Company Closing Statement and the components thereof calculations and determinations contained therein shall be prepared in accordance with the Company’s Charter Documents, all documents, plans and agreements governing the Company Interests, the DGCL and the applicable definitions contained in this Agreement. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, each of Parent, First Merger Sub and Second Merger Sub and, following the Closing, the Surviving Entity, and each of their respective Affiliates shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement and the allocation of the Aggregate Stock Consideration described therein, and the Letter of Transmittal that shall be required to be delivered by the applicable holders of Company Interests as a condition to receipt of any portion of the Aggregate Stock Consideration shall include a waiver of, among other things and subject to certain customary exceptions, any and all claims (x) that the Company Closing Statement did not accurately reflect the terms of the Company’s Charter Documents and all documents, plans and agreements governing the Company Interests, and (zy) consider in good faith connection with the issuance of any comments Company Interests (including any rights to indemnities from the PGHL Closing Statement provided Company, the Surviving Entity or any of their respective Affiliates pursuant to any Contract entered into by FTAC prior to the Closing Datesuch holder in connection with such issuance).

Closing Statements. (a) At least two Three (23) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder RedemptionInitial Closing, FTAC Purchaser shall prepare and deliver to PGHL the Company a statement (the “FTAC Purchaser Closing Statement”) setting forth forth, in good faitheach case as of the Reference Time: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder the Redemption); , (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the Redemption; , (iii) the aggregate net cash proceeds from of Purchaser, after giving effect to the FTAC Financing; Redemption and the PIPE Investment (including any funds placed into escrow or paid to Pubco pursuant to the terms of the Subscription Agreements, based upon the information provided by the Company pursuant to Section 1.3(b)), (iv) the Available Cash Amount resulting therefrom; Purchaser Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor, and (v) a calculation of Excess Purchaser Transaction Expenses, if any. (b) Three (3) Business Days prior to the number Initial Closing, but in any case following receipt of shares of FTAC Class A Common Stock the Purchaser Closing Statement, the Company shall deliver to be outstanding Purchaser a statement (the “Company Closing Statement”) setting forth (i) a schedule setting forth Digital Assets owned by the Target Companies as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC date of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Company Closing Statement and the Digital Asset Market Value of such Digital Assets and (ii) in each component case as of the Reference Time: (w) the Closing Company Cash, (x) the Company Transaction Expenses, including the amount owed to each payee thereof shall be prepared and calculated in accordance with payment instructions therefor, (y) the definitions contained in this Agreement. resulting amount of the Acquisition Merger Consideration and Exchange Ratio and (z) the amount of any funds placed into escrow or paid to Pubco pursuant to the terms of the Subscription Agreements. (c) From and after the delivery of the FTAC Purchaser Closing Statement or the Company Closing Statement, as the case may be, until the ClosingClosing Date, FTAC each of the Company and Purchaser shall (xi) provide the Company other Parties and its their Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent information reasonably requested by the Company or Purchaser or any of its their respective Representatives in connection with their the review of the FTAC Purchaser Closing Statement or the Company Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by the Company any other Party prior to the Closing Date. Date and (biii) At least two (2) Business Days revise the Purchaser Closing Statement or the Company Closing Statement, as the case may be, as needed to reflect any reasonable comments and any other comments that, based on its good faith assessment, are warranted or appropriate and deliver such revised Purchaser Closing Statement or Company Closing Statement, as the case may be, to any other Party prior to the Closing, PGHL shall prepare Closing Date reflecting any such changes. It is understood and deliver agreed that whether or not the Parties have fully resolved all comments to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with or the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Purchaser Closing Statement, (y) cooperate with such failure shall not affect, condition or delay the Company Initial Closing or Acquisition Closing, and its Representatives the Initial Closing and the Acquisition Closing shall occur based on the information set forth in connection with their review the last agreed upon version of the PGHL Purchaser Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Company Closing Statement provided by FTAC prior to the Closing DateStatement, as applicable.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC CCVII Class A Common Stock may no longer elect redemption or withdraw such election, in accordance with FTAC the CCVII Stockholder Redemption, FTAC CCVII shall prepare and deliver to PGHL CorpAcq Holdco a statement (the “FTAC CCVII Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC the CCVII Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC the CCVII Stockholder RedemptionRedemption (the “CCVII Redemption Payment”); (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (viv) the number of shares of FTAC CCVII Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC the CCVII Stockholder Redemption (the “Outstanding CCVII Class A Shares”) and confirmation that no FTAC CCVII Preferred Stock is outstanding; and (viv) the PIPE Investment Proceeds received and to be received in connection with Delayed Financing Amount (the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor“Estimated Delayed Financing Amount”). The FTAC CCVII Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC CCVII Closing Statement until the Closing, FTAC CCVII shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC CCVII and its Subsidiaries and to senior management personnel of FTAC CCVII and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC CCVII Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC CCVII Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC CCVII Closing Statement provided by the Company prior to the Closing Date. (b) At least two (2) Business Days prior to the Closing, PGHL CorpAcq Holdco shall prepare and deliver to FTAC CCVII a statement (the “PGHL Sellers Closing Statement”) setting forth in good faith its calculation of, as of the Company Net Debt Closing Date: (a) the CorpAcq Preferred Redemption Amount, (b) the aggregate number of CorpAcq Holdco Preferred Shares, (c) CorpAcq Holdco’s calculation of each Seller’s Pro Rata Share of the Closing Seller Cash Consideration, Closing Seller Share Consideration and Closing Seller C-1 Consideration, (d) the CCVII Facilitated Financing Amount and (e) the CorpAcq Holder Facilitated Financing Amount, in each case, including reasonable supporting detail therefor. The PGHL Sellers Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Sellers Closing Statement until the Closing, PGHL CorpAcq Holdco shall (x) cooperate with and provide FTAC CCVII and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent information reasonably requested by PGHL CCVII or any of its Representatives and within any CorpAcq Party or its Representatives’ possession or control in connection with their CCVII’s review of the PGHL Sellers Closing Statement, (y) cooperate with the Company CCVII and its Representatives in connection with their review of the PGHL Sellers Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Sellers Closing Statement provided by FTAC CCVII prior to the Closing DateDate and CCVII shall revise such Sellers Closing Statement to incorporate any changes CorpAcq Holdco reasonably determines are necessary or appropriate given such comments.

Closing Statements. (a) At least No later than two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder RedemptionClosing Date, FTAC Parent shall prepare and deliver to PGHL a statement the Company written notice (the “FTAC Parent Closing Statement”) setting forth in Parent’s good faithfaith estimate of: (i) the aggregate amount of cash in Parent Cash as of the Trust Account Closing (for the avoidance of doubt, prior to giving effect to FTAC Stockholder Redemption)the payment of any Parent Transaction Costs or Company Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts as reasonably requested by the Company; (ii) the aggregate amount of all payments cash proceeds that will be required to be made in connection with FTAC satisfy the Parent Stockholder RedemptionRedemptions; (iii) the aggregate cash proceeds from amount of Parent Transaction Costs as of the FTAC FinancingClosing and all relevant supporting documentation used by Parent in calculating such amounts as reasonably requested by the Company; and (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Parent Class A Common Stock and Parent Class V Common Stock to be outstanding as of the Closing after giving effect to FTAC the Parent Stockholder Redemption Redemptions, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements, the issuance of shares of Parent Class A Common Stock and confirmation that no FTAC Preferred Parent Class V Common Stock is outstanding; (vi) to the PIPE Investment Proceeds received and to be received Company Interest Holders in connection with the Transaction prior First Merger pursuant to Section 2.6, the Closing; Founder Holder Class B Conversion and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC surrender of the Founder FTAC WarrantsHolder Contingent Closing Shares, in each caseif any (for the avoidance of doubt, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with excluding the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing DateFounder Holder Earnout Shares). (b) At least No later than two (2) Business Days prior to the ClosingClosing Date, PGHL the Company shall prepare and deliver to FTAC a statement Parent written notice (the “PGHL Company Closing Statement”) setting forth: (i) the Company’s good faith estimate of the amount of Company Transactions Costs as of the Closing, together with instructions that list the applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company in calculating such amounts as reasonably requested by Parent; and (ii) a capitalization table schedule that is true and correct in all material respects, setting forth the following as of immediately prior to the Effective Time (and following the consummation of the Recapitalization): (w) the number of Company Stock Adjusted Fully Diluted Shares, (x) the number of unexercised and unvested Company Options outstanding as of the Closing (each, an “Unvested Company Option”) (including the number of Option Shares issuable upon the exercise of each Unvested Company Option), (y) the number of Company Warrants outstanding, unexercised and unvested as of the Closing (each, an “Unvested Company Warrant”) (including the number of Warrant Shares issuable upon the exercise of each Unvested Company Warrant), and (z) for each Company Interest Holder, (A) the name, address and email address (in each case, if available) of such Company Interest Holder, (B) the number and class, series or type of Company Interests held by such Company Interest Holder and (C) the Per Share Company Stock Consideration payable to each such Company Interest Holder (with detail as to the amount payable with respect to each class, series and type of Company Interest held by such Company Interest Holder) in connection with the First Merger pursuant to Section 2.6. (c) Parent will consider in good faith its calculation the Company’s comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of the Company Net Debt Amountthis Agreement. The PGHL Parent Closing Statement and each component thereof the calculations and determinations contained therein shall be prepared and calculated in accordance with Parent’s Governance Documents, the DGCL and the applicable definitions contained in this Agreement. From The Company will consider in good faith Parent’s comments to the Company Closing Statement, and after delivery of the PGHL Company Closing Statement until shall be subject to Parent prior written approval (not to be unreasonably withheld, conditioned or delayed). If any adjustments are made to the Company Closing Statement by the Company prior to the Closing, PGHL such adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governance Documents, all documents, plans and agreements governing the Company Interests, the DGCL and the applicable definitions contained in this Agreement. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, each of Parent, First Merger Sub and Second Merger Sub and, following the Closing, the Surviving Entity, and each of their respective Affiliates shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement and the allocation of the Aggregate Stock Consideration described therein, and the Letter of Transmittal that (i) shall be required to be delivered by the applicable holders of Company Interests as a condition to receipt of any portion of the Aggregate Stock Consideration and (ii) shall include a waiver of, among other things and subject to certain customary exceptions, any and all claims (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to alleging that the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to Company Closing Statement did not accurately reflect the extent reasonably requested by PGHL or any of its Representatives in connection with their review terms of the PGHL Closing StatementCompany’s Governance Documents and all documents, plans and agreements governing the Company Interests, (y) cooperate with alleging that the Transactions (including the Recapitalization and the Repurchase) did not accurately reflect, or were otherwise not in compliance with, the terms of the Company’s Governance Documents and all documents, plans and agreements governing the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof Interests and (z) consider in good faith connection with the issuance of any comments Company Interests (including any rights to indemnities from the PGHL Closing Statement provided Company, the Surviving Entity or any of their respective Affiliates pursuant to any Contract entered into by FTAC prior to the Closing Datesuch holder in connection with such issuance).

Closing Statements. (ai) At least two Within ninety (290) Business Days prior calendar days after the Closing Date, the Buyer will deliver to the Special Meeting Company a closing statement of the Sold Companies and the Sold Subsidiaries and the other Transferred Assets, as of the Effective Time, prepared in any event not earlier than good faith (the time that holders of FTAC Class A Common Stock may no longer elect redemption “Post-Closing Statement”). The Buyer will prepare the Post-Closing Statement in accordance with FTAC Stockholder Redemptionthe Accounting Methodology, FTAC shall prepare and deliver to PGHL the Post-Closing Statement will be accompanied by a statement (certificate of the “FTAC Buyer based on such Post-Closing Statement”) Statement setting forth in good faith: (i) the aggregate amount Buyer’s itemized good faith calculation of cash in (A) the Trust Account Closing Working Capital, and (prior to giving effect to FTAC Stockholder Redemption); B) the Closing Net Cash, (ii) the aggregate amount resulting calculation of all payments required to be made the Final Cash Purchase Price assuming the accuracy of the estimates described in connection with FTAC Stockholder Redemption; the foregoing clause (i) and (iii) the aggregate cash proceeds from resulting amount of the FTAC Financing; adjustment(s), if any, to the Estimated Cash Purchase Price calculated in accordance with this Section 3.3 (iv) the Available Cash Amount resulting therefrom; (v) “Closing Certificate” and together with the number Post-Closing Statement, the “Closing Statements”), and will be accompanied by reasonably detailed supporting calculations. Any currency conversions made in preparation of shares of FTAC Class A Common Stock to the foregoing will be outstanding made at the Period End Rate as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) Date. The Buyer shall not amend, supplement or modify the PIPE Investment Proceeds received and to be received in connection with the Transaction prior Closing Statements following delivery to the Closing; and Company. (viiii) The Company shall have sixty (60) calendar days from the number of shares of FTAC Class C Common Stock that may be issued in connection with date on which the recapitalization by FTAC Closing Statements are received (“Review Period”) to review the Closing Statements. From the commencement of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated Review Period until such time as the Final Cash Purchase Price is finally determined in accordance with this Section 3.3, the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC Buyer shall (x) provide the Company and its Representatives accountants, attorneys and other representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to (A) the books and records and other Business Records of FTAC the Sold Companies and the Sold Subsidiaries or any other documents on which the calculations set forth in the Closing Statements are based, that were used in the preparation of the Closing Statements, or that may be reasonably required by the Company’s accountants or advisors, including the working papers of the Buyer and (subject to execution by the Company, its accountants and applicable representatives of customary indemnification and release letters) (or that otherwise may be reasonably required by the Buyer’s independent auditors) its accountants and other representatives, if any, prepared in connection with the Closing Statements and (B) such of the Buyer’s, the Sold Companies’ and the Sold Subsidiaries’ personnel, accountants and other representatives, who were responsible for preparing or knowledgeable about information relevant to the Company’s review of the Closing Statements, as the Company shall reasonably request. The Buyer hereby agrees that following the Closing Date and prior to the completion of the determination of the Final Cash Purchase Price hereunder, the Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, preserve and to senior management personnel not alter or destroy any of FTAC the books and its records and other Business Records of the Sold Companies and the Sold Subsidiaries, or any other documents on which the calculations set forth in each casethe Closing Statement are based, or which may be useful or helpful to the extent Company’s accountants or advisors. In the event the Company disagrees with any or all of the calculations set forth in the Closing Statements, the Company shall deliver to the Buyer within the Review Period a written notice of dispute (a “Dispute Notice”) which shall set forth, in reasonable detail, the items and amounts in dispute together with reasonably requested detailed supporting calculations. If the Company does not deliver a Dispute Notice on or before the final day of the Review Period, then the Company shall be deemed to have irrevocably accepted such Closing Statements and such Closing Statements shall be final and binding. The Buyer and the Company shall use reasonable efforts to resolve any amount in dispute raised in the Dispute Notice within twenty (20) Business Days (the “Discussion Period”) commencing on the date the Buyer receives the Dispute Notice from the Company. If the Company and the Buyer do not obtain a final resolution within the Discussion Period, then the remaining amounts in dispute (each, a “Disputed Item”) shall be submitted thereafter for resolution to KPMG LLP, or if such firm refuses or is unable to serve in such capacity, or is otherwise not appointed and engaged for such purpose (including due to a conflict of interest), then another independent nationally recognized accounting firm to be agreed upon by the Company or any of its Representatives in connection with their and the Buyer acting reasonably (either such firm, as the case may be, the “Accountant”). (iii) The Buyer and the Company shall direct the Accountant to conduct such review of the FTAC Disputed Items in the Closing StatementStatements that are the subject of such Dispute Notice, (y) cooperate with such Dispute Notice and any supporting documentation as the Accountant in its sole discretion deems necessary. Each of the Company and the Buyer and their respective representatives shall be afforded the opportunity to present to the Accountant any material such party deems relevant to the dispute; provided that such material and its Representatives applications would be in connection accordance with their review of the FTAC Closing Statement this Section 3.3, and the components thereof Parties shall have a continuing opportunity to discuss the matter and (z) consider its position with the Accountant, but no such presentation of materials or communication shall be on an ex parte basis unless agreed to in good faith any comments to the FTAC Closing Statement provided writing by the Company prior to the Closing Date. (b) At least two (2) Business Days prior to the Closing, PGHL shall prepare other Party. In its review and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof Disputed Items, such Accountant shall (A) be prepared and limited to a review of whether the Disputed Items were calculated in accordance with the Accounting Methodology and this Section 3.3 (and any related definitions), (B) consider only the Disputed Items in the Dispute Notice and shall therefore be bound as to all other matters and calculations as to which the Closing Statements and the Dispute Notice are in accord, (C) be bound in all respects and for all purposes by the definitions contained hereof and the Accounting Methodology, and shall select, with respect to each Disputed Item, an amount equal to either the Buyer’s position as set forth in this Agreement. From and after delivery the Closing Statements or the Company’s position, as set forth in the Dispute Notice, (D) not consider in any respect or for any purpose any settlement discussions or settlement offer made by or on behalf of the PGHL Closing Statement until Buyer or the ClosingCompany, PGHL shall unless otherwise agreed by the Buyer and the Sellers, and no party hereto will disclose (xor permit its representatives to disclose) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books Accountant any such discussions or offer, (E) be limited to fixing mathematical errors and records determining whether the Disputed Items were determined in accordance with the Accounting Methodology, and the Accountant is not to make any other determination, including (1) whether U.S. GAAP was followed for any purposes under this Agreement (provided that this clause (1) shall not prevent the application of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, U.S. GAAP principles to the extent reasonably requested by PGHL or consistent with the Accounting Methodology), (2) whether any of its Representatives in connection with their review of the PGHL Closing StatementTarget Working Capital Amount, the Estimated Net Cash, or the Estimated Working Capital is correct, (y3) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Date.accuracy of

Closing Statements. (a) At least two Two (2) Business Days prior to the Special Meeting and in any event not earlier than Closing Date, the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC Company shall prepare and deliver to PGHL SPAC a statement (the “FTAC Company Closing Statement”) setting forth in good faith: faith (x) a capitalization table containing the information set forth in Section 4.03(a), and, with respect to each holder of the Company Options, the information set forth in Section 4.10(i) of the Company Disclosure Letter, in each case, as of the date of the Company Closing Statement is delivered to SPAC and (y) the estimated amount of unpaid Company Expenses as of the Closing. From and after the delivery of the Company Closing Statement until the Closing, the Company shall (i) use reasonable best efforts to cooperate with and provide SPAC and its Representatives all information reasonably requested by SPAC or any of its Representatives and within the Company or its Representatives possession or control in connection with Holdings’ review of the Company Closing Statement and (ii) consider in good faith any comments to the Company Closing Statement SPAC shall deliver to the Company no later than one (1) Business Day prior to the Closing Date, and the Company shall revise such Company Closing Statement to incorporate any changes the Company determines are reasonably necessary or appropriate given such comments. (b) Two (2) Business Days prior to the Closing Date, SPAC shall prepare and deliver to the Company a statement (the “SPAC Closing Statement”, together with the Company Closing Statement, the “Closing Statements”) setting forth in good faith (i) the aggregate amount of cash in the Trust Account (prior proceeds that will be required to giving effect to FTAC Stockholder Redemption); satisfy any exercise of Redemption Rights, (ii) the aggregate estimated amount of all payments required to be made SPAC’s cash on hand, including in connection with FTAC Stockholder Redemption; the Trust Fund, as of the Closing, (iii) the aggregate cash proceeds from estimated amount of unpaid SPAC Expenses as of the FTAC Financing; Closing and (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class Holdings Common Shares A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction immediately prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this AgreementCompany Merger Effective Time. From and after the delivery of the FTAC SPAC Closing Statement until the Closing, FTAC SPAC shall (xi) use reasonable best efforts to cooperate with and provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent information reasonably requested by the Company or any of its Representatives and within SPAC or its Representatives possession or control in connection with their the Company’s review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC SPAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC SPAC Closing Statement provided by the Company shall deliver to SPAC no later than one (1) Business Day prior to the Closing Date, and SPAC shall revise such SPAC Closing Statement to incorporate any changes SPAC determines are reasonably necessary or appropriate given such comments. (bc) At least two (2) Business Days The Company and SPAC shall seek in good faith to resolve any disagreements they have with respect to any matters set forth in the Closing Statements prior to the Closing; provided, PGHL shall prepare and deliver that, notwithstanding any failure to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained resolve any such disagreements, nothing in this Agreement. From and after delivery of the PGHL Closing Statement until Section 3.05 shall operate to delay, impede or prevent the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Date.

Closing Statements. (a) At least No sooner than five (5) or later than two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC Closing Date: (i) The Company Parties shall prepare and deliver to PGHL SPAC a statement certificate duly executed by an authorized officer of the Company (the “FTAC Company Closing StatementCertificate”) setting forth in good faithforth: (iA) a statement of the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; and (B) the number of Company Ordinary Shares to be issued and outstanding as of immediately prior to the Closing after giving effect to the Company Capital Restructuring. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth: (A) the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; (B) the number of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants to be issued and outstanding as of immediately prior to the Closing after giving effect to the Unit Separation and any valid exercise of SPAC Shareholder Redemption right; (C) the amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder Redemption); (iiafter deducting the SPAC Shareholder Redemption amount) the aggregate amount of all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the ClosingDate; and (viiD) the number calculation of shares of FTAC Class C Common Stock that may be issued in connection the SPAC Exchange Shares and SPAC Exchange Warrants pursuant to Section 3.7(a). (iii) On the Closing Date, concurrently with the recapitalization Merger Effective Time, pursuant to Section 7.13, SPAC shall pay, or cause the Trustee to pay at the direction and on behalf of SPAC, by FTAC wire transfer of immediately available funds from the Trust Account (i) as and when due all amounts payable on account of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery SPAC Shareholder Redemption amount to former SPAC Shareholders pursuant to their exercise of the FTAC Closing Statement until the ClosingSPAC Shareholder Redemption right, FTAC shall (xii) provide all Unpaid Company Expenses, as set forth on the Company Closing Certificate, and its Representatives with reasonable access at all reasonable times during normal business hours Unpaid SPAC Expenses, as set forth on the SPAC Closing Statement, and upon reasonable prior notice (iii) immediately thereafter, all remaining amounts then available in the Trust Account (if any) to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested a bank account designated by the Company or any of for its Representatives in connection with their review of the FTAC Closing Statementimmediate use, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement subject to this Agreement and the components thereof Trust Agreement, and (z) consider thereafter, the Trust Account shall terminate, except as otherwise provided in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing DateTrust Agreement. (b) At least two (2) Business Days prior to the Closing, PGHL shall prepare and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation Each of the Company Net Debt Amount. The PGHL Closing Statement Parties and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL SPAC shall (xi) provide FTAC the other Parties hereto and its their respective Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books relevant books, records and records of PGHL and its Subsidiaries and to senior management finance personnel of PGHL such party to enable the other Parties hereto and its Subsidiariestheir respective Representatives to review and analyze the amounts set forth on the Closing Statements, in each case, and (ii) make such amendments to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of Closing Statements as the PGHL Closing Statement, (y) cooperate with the Company Parties may mutually and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Dateagree.

Closing Statements. (a) At least two Three (23) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder RedemptionClosing, FTAC Purchaser shall prepare and deliver to PGHL the Company a statement (the “FTAC Purchaser Closing Statement”) setting forth forth, in good faitheach case as of the Reference Time: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder the Redemption); , (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the Redemption; , (iii) the aggregate net cash proceeds from of Purchaser, after giving effect to the FTAC Financing; Redemption, (iv) the Available Cash Amount resulting therefrom; Purchaser Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor, and (v) the number of shares of FTAC Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; Purchaser Indebtedness. (vib) the PIPE Investment Proceeds received and to be received in connection with the Transaction Three (3) Business Days prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued , but in connection with the recapitalization by FTAC any case following receipt of the Founder FTAC WarrantsPurchaser Closing Statement, the Company shall deliver to Purchaser a statement (the “Company Closing Statement”) setting forth, in each casecase as of the Reference Time, (i) the Closing Company Cash, (ii) the Company Indebtedness, and (iii) the Company Transaction Expenses, including reasonable supporting detail the amount owed to each payee thereof and payment instructions therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. . (c) From and after the delivery of the FTAC Purchaser Closing Statement or the Company Closing Statement, as the case may be, until the ClosingClosing Date, FTAC each of the Company and Purchaser shall (xi) provide the Company other Parties and its their Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent information reasonably requested by the Company or Purchaser or any of its their respective Representatives in connection with their the review of the FTAC Purchaser Closing Statement or the Company Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by the Company any other Party prior to the Closing Date. , and (biii) At least two (2) Business Days revise the Purchaser Closing Statement or the Company Closing Statement, as the case may be, as needed to reflect any reasonable comments and any other comments that, based on its good faith assessment, are warranted or appropriate and deliver such revised Purchaser Closing Statement or Company Closing Statement, as the case may be, to any other Party prior to the Closing, PGHL shall prepare Closing Date reflecting any such changes. It is understood and deliver agreed that whether or not the Parties have fully resolved all comments to FTAC a statement (the “PGHL Company Closing Statement or the Purchaser Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof , such failure shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until not affect, condition or delay the Closing, PGHL and the Closing shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and occur based on the information set forth in the last agreed upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review version of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Purchaser Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Company Closing Statement provided by FTAC prior to the Closing DateStatement, as applicable.

Closing Statements. (a) At least two (2) Business Days prior to In the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as case of the Closing after giving effect to FTAC Stockholder Redemption Company, not more than eight (8) and confirmation that no FTAC Preferred Stock is outstanding; later than five (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing Date. (b) At least two (25) Business Days prior to the Closing, PGHL the Company shall prepare and deliver to FTAC Buyer a written statement setting forth (i) the Company’s good faith calculation of (A) the Company Pre-Closing Leakage, (B) the Company Pre-Closing Permitted Leakage (C) Company Transaction Expenses and Buyer Transaction Expenses incurred by the Company and its Affiliates (other than Shared Expenses), (D) Shared Expenses incurred by the Company and its Affiliates, together with a statement and reasonable backup supporting documentation of the calculation thereof and (E) the “PGHL Closing Statement”aggregate amount required to repay the obligations to be repaid pursuant to the Debt Payoff Letter, and (ii) setting forth in good faith its a calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its SubsidiariesCash Payment based thereon, in each case, as of the Measurement Time (the “Company Closing Statement”). (b) In the case of Buyer, not more than eight (8) and no later than five (5) Business Days prior to the extent reasonably requested Closing, Buyer shall deliver to the Company a written statement setting forth (i) Buyer’s good faith calculation of (A) Buyer Pre-Closing Leakage, (B) Buyer Pre-Closing Permitted Leakage (C) Buyer Transaction Expenses (other than Shared Expenses), (D) Shared Expenses incurred by PGHL or any of Buyer and its Representatives in connection with their review Affiliates, (E) the aggregate amount of the PGHL Additional Investment Opportunity of all participating Eligible Investors, together with a statement and reasonable backup supporting documentation of the calculation thereof and (F) Buyer’s per holder capitalization as of immediately following the Closing (after giving effect to the consummation of the transactions contemplated hereby, including the Additional Investment Opportunity, and by the New Investment Agreement) and (ii) a calculation of Buyer Equity Closing Consideration based thereon, in each case, as of the Measurement Time (the “Buyer Closing Statement” and together with the Company Closing Statement, the “Closing Statements”). (yc) During the period following the delivery of last of the Closing Statements to be delivered pursuant to Section 2.11(a) or Section 2.11(b) and the delivery of the Merger Payment Schedule pursuant to Section 2.19(a), the Principal Parties shall cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider each other in good faith to update each Closing Statement if and as necessary to correct the figures and calculations set thereon in light of Shared Expenses disclosed on the other Closing Statement or any comments errors identified by either Principal Party with respect thereto, with any such update becoming binding upon the parties for all purposes hereunder upon the mutual written agreement thereto by the Principal Parties; provided, however, that if the Principal Parties do not so agree to any update to a Closing Statement, such Closing Statement shall remain binding upon the parties for all purposes hereunder as originally delivered pursuant to Section 2.11(a) or Section 2.11(b), as the case may be; provided further that no agreement (or failure to agree) by the Principal Parties regarding any update to the PGHL Closing Statement provided by FTAC Statements pursuant to this Section 2.11(c) shall be deemed a waiver of any Recoverable Amount or any right to dispute any Reimbursement Claim under Section 2.13. (d) By no later than the date that is three (3) Business Days prior to the Closing, the Company shall use reasonable best efforts to deliver to Buyer a customary invoice, payoff letter or similar instrument or agreement (each, a “Closing Invoice”) with respect to each Company Transaction Expense that will be unpaid as of immediately prior to the Closing Dateand for which the Company would like Buyer to make payment at the Closing (the “Closing Company Transaction Expenses”), which Closing Invoices shall each state the full amount of the related Closing Company Transaction Expense as of the Closing and provide wire instructions by which Buyer shall be able to make a payment at the Closing to make a payment to fully satisfy such Closing Company Transaction Expense.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL Tempo a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company Tempo or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company Tempo prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Closing Statement. (b) At least two (2) Business Days prior to the Closing, PGHL Tempo shall prepare and deliver to FTAC a statement (the “PGHL Tempo Closing Statement”) ), setting forth in good faith its calculation of the Company Net Debt AmountAmount and including the Allocation Schedule. The PGHL Tempo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Tempo Closing Statement until the Closing, PGHL Tempo and the Tempo Blockers shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL the Tempo Blockers, Tempo and its their respective Subsidiaries and to senior management personnel of PGHL the Tempo Blockers, Tempo and its their respective Subsidiaries, in each case, to the extent reasonably requested by PGHL FTAC or any of its Representatives in connection with their review of the PGHL Tempo Closing Statement, (y) cooperate with the Company FTAC and its Representatives in connection with their review of the PGHL Tempo Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Tempo Closing Statement provided by FTAC prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the Tempo Closing Statement. (c) The Company, FTAC and their respective Subsidiaries shall be entitled to rely upon the Allocation Schedule, and in no event will the Company, FTAC or any of their Affiliates (including the FTAC Surviving Corporation and Tempo Surviving Entity) have any liability to any Tempo Blocker Owner, Continuing Tempo Unitholder, Tempo Investor, Participating Management Holder or any other Person with respect to the allocation of the Closing Cash Consideration, the Closing Seller Equity Consideration, the Tempo Earnout Consideration or the Forfeiture Reallocation Shares payable under this Agreement or pursuant to the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on the Allocation Schedule result in, or require the Company, the Tempo Surviving Entity or any other Person to issue or pay hereunder, an amount greater than the aggregate consideration as set forth in Section 3.01.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting Closing and in any event not earlier than the time that holders of FTAC shares of VOSO Class A Common Stock may no longer elect redemption in accordance with FTAC VOSO Stockholder Redemption, FTAC VOSO shall prepare and deliver to PGHL Wejo a statement (the “FTAC VOSO Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC VOSO Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC VOSO Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC VOSO Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC VOSO Stockholder Redemption and confirmation that (x) all shares of VOSO Class B Common Stock will be converted into shares of VOSO Class A Common Stock on a one-for-one basis and (y) no FTAC VOSO Preferred Stock is outstanding; (viiv) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (viiv) the number of shares of FTAC Class C VOSO Common Stock that may be issued in connection with the recapitalization by FTAC of the Sponsor VOSO Warrants contributed by Founder FTAC Warrantsto Limited, in each case, including reasonable supporting detail therefor. The FTAC VOSO Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC VOSO Closing Statement until the Closing, FTAC VOSO shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries VOSO and to senior management personnel of FTAC and its SubsidiariesVOSO, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC VOSO Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC VOSO Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC VOSO Closing Statement provided by the Company prior to the Closing Date. (b) At least two (2) Business Days prior to the Closing, PGHL Wejo shall prepare and deliver to FTAC VOSO a statement (the “PGHL Wejo Closing Statement”) setting forth in its good faith its calculation of the Company Net Debt AmountAmount and the resulting Closing Transaction Consideration based on such calculation. The PGHL Wejo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Wejo Closing Statement until the Closing, PGHL Wejo shall (x) provide FTAC VOSO and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL Wejo and its Subsidiaries and to senior management personnel of PGHL Wejo and its Subsidiaries, in each case, to the extent reasonably requested by PGHL Wejo or any of its Representatives in connection with their review of the PGHL Wejo Closing Statement, (y) cooperate with the Company VOSO and its Representatives in connection with their review of the PGHL Wejo Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Wejo Closing Statement provided by FTAC VOSO prior to the Closing Date.

Closing Statements. (a) At least two (2) Business Days prior On the date of the SPAC Stockholders’ Meeting, SPAC shall deliver to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL a statement (the “FTAC Closing Statement”) Company written notice setting forth in good faithforth: (i) the aggregate amount of cash in proceeds that will be required to satisfy any exercise of the Trust Account (redemption of SPAC Class A Shares prior to giving effect the Closing pursuant to FTAC the Organizational Documents of SPAC (the “SPAC Stockholder RedemptionRedemptions”); (ii) SPAC’s good faith estimate of the aggregate amount of all payments required to cash that will be made in connection with FTAC Stockholder Redemptionthe Trust Account and the amount of SPAC Transaction Costs and Unpaid SPAC Liabilities as of the Closing; and (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC SPAC Class A Common Stock Shares and SPAC Warrants to be outstanding as of immediately prior to the Closing Effective Time and after giving effect to FTAC the SPAC Stockholder Redemption Redemptions and confirmation the SPAC Class B Conversion (such written notice of (i), (ii) and (iii), together, the “SPAC Closing Statement”), provided that no FTAC Preferred Stock is outstanding; if the Closing does not occur within five (vi5) Business Days of the PIPE Investment Proceeds received and to be received in connection with the Transaction prior SPAC Stockholders’ Meeting, SPAC shall deliver to the Closing; and (vii) Company an updated SPAC Closing Statement. If the number of shares of FTAC Class C Common Stock that may be issued Company in connection good faith disagrees with the recapitalization by FTAC any portion of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC SPAC Closing Statement, (y) cooperate with then the Company and its Representatives in connection with their review may deliver a notice of such disagreement to SPAC until the FTAC Closing Statement and the components thereof and second (z2nd) consider in good faith any comments to the FTAC Closing Statement provided by the Company Business Day prior to the Closing DateDate (the “Company Pre-Closing Notice of Disagreement”). The Company and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the Company Pre-Closing Notice of Disagreement. (b) At least two On the date following the date of the SPAC Stockholders’ Meeting, the Company shall provide to SPAC a written notice setting forth: (2i) Business Days prior to the ClosingCompany’s good faith estimate of the amount of the Company Transaction Costs and (ii) the number of Company Ordinary Shares that will be issued and outstanding immediately following the Company Preferred Share Conversion and the Stock Split (such written notice of (i) and (ii), PGHL shall prepare and deliver to FTAC a statement (together, the “PGHL Company Closing Statement”) setting forth ). If SPAC in good faith its calculation disagrees with any portion of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with then SPAC may deliver a notice of such disagreement to the Company and its Representatives in connection with their review of until the PGHL Closing Statement and the components thereof and second (z2nd) consider in good faith any comments to the PGHL Closing Statement provided by FTAC Business Day prior to the Closing DateDate (the “SPAC Pre-Closing Notice of Disagreement”). The Company and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the SPAC Pre-Closing Notice of Disagreement.

Closing Statements. At least three Business Days prior to the Closing Date, TopCo shall deliver to Yucaipa a statement (the “TopCo Closing Statement”) setting forth (a) At least two the Company Transaction Expenses and (2b) the Wiggle Cash Consideration, the Wiggle Equity Consideration (including the TopCo Ordinary Shares to be issued to each Wiggle Seller under the Wiggle SPA) and the Wiggle Deferred Cash Consideration. Two Business Days prior to the Special Meeting and and, in any event event, not earlier than the time that the holders of FTAC Yucaipa Class A Common Stock Shares may no longer elect redemption to redeem their Yucaipa Class A Shares in accordance with FTAC Stockholder the Yucaipa Shareholder Redemption, FTAC Yucaipa shall prepare and deliver to PGHL TopCo a statement (the “FTAC Yucaipa Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder the Yucaipa Shareholder Redemption); , (iib) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the Yucaipa Shareholder Redemption; , (iii) the aggregate cash proceeds from the FTAC Financing; (ivc) the Available Closing Yucaipa Cash Amount resulting therefrom; , (vd) the Yucaipa Transaction Expenses, (e) the number of Yucaipa Shares to be outstanding as of immediately prior to the Effective Time after giving effect to the Yucaipa Shareholder Redemption, and (f) the number of shares of FTAC Yucaipa Class A Common Stock to Shares that may be issued upon the exercise of all Yucaipa Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the TopCo Closing Statement or the Yucaipa Closing Statement, as the case may be, until the Closing after giving effect Date, each of TopCo and Yucaipa shall (i) provide the other Parties and their Representatives with reasonable access to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received information reasonably requested by Yucaipa or TopCo or any of their respective Representatives in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC TopCo Closing Statement or the Yucaipa Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC TopCo Closing Statement or the Yucaipa Closing Statement, as the case may be, provided by the Company prior to the Closing Date. (b) At any other Party at least two (2) Business Days prior to the ClosingClosing Date and (iii) revise the TopCo Closing Statement or Yucaipa Closing Statement as needed to reflect any reasonable comments and any other comments that, PGHL shall prepare based on its good faith assessment, are warranted or appropriate and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL such revised TopCo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Yucaipa Closing Statement, (y) cooperate with as the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith case may be, to any comments to the PGHL Closing Statement provided by FTAC other Party prior to the Closing DateDate reflecting any such changes.

Closing Statements. (a) At least two Acquiror shall use its reasonable best efforts to prepare and deliver to the Company no less than three (23) Business Days prior to the Special Meeting Closing, and in any event not earlier than the time that holders of FTAC Class A Common Stock may Acquiror IPO Shares can no longer elect redemption in accordance with FTAC Stockholder the Acquiror Share Redemption, FTAC shall prepare and deliver to PGHL a written statement (the “FTAC Acquiror Closing Statement”): (i) certifying the number of (A) shares of Acquiror Pre-Transaction Common Stock and Acquiror Warrants to be issued and outstanding immediately prior to the Effective Time (other than as a result of the closing of the Merger), and (B) Acquiror IPO Shares to be redeemed pursuant to Acquiror Share Redemptions; and (ii) setting forth Acquiror’s good faith estimate of (A) the amount of cash to be available in good faith: the Trust Account as of the Effective Time, (iB) the amount of cash to be held by the Acquiror or Merger Sub outside the Trust Account as of the Effective Time (excluding any of the PIPE Investment Amount or FPA Investment Amount then held by the Acquiror or Merger Sub), (C) the Acquiror Share Redemption Amount, and (D) the aggregate amount of cash Outstanding Acquiror Expenses as of the Effective Time, including in each case relevant supporting documentation used by Acquiror in calculating such amounts reasonably requested by the Trust Account Company. (b) The Company shall use its reasonable best efforts to prepare and deliver to the Acquiror no less than (3) Business Days prior to giving effect the Closing a written statement (the “Company Closing Statement”): (i) confirming that the Company Warrant Settlement and the Company Preferred Conversion will be completed in connection with the Closing and that, as of immediately after such completion and the Closing, the Company will have no issued and outstanding securities other than Company Common Stock issued to FTAC Stockholder Redemption); Acquiror; (ii) certifying (A) the aggregate amount number of Company Common Shares, Treasury Shares, Dissenting Shares, and Company Exchange Shares to be issued and outstanding immediately prior to the Effective Time; (B) an updated list of all payments required Company Awards to be made outstanding immediately prior to the Effective Time, including the holder thereof, the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof; and (C) the record holders of any of the foregoing that are entitled to receive, by reason of the Merger (subject, in the case of any Company Awards, to the terms thereof), Acquiror Class B Common Stock; and (iii) setting forth the Company’s good faith estimate of any Unpaid Company Transaction Liabilities, which shall include the respective amounts and wire transfer instructions for the payment thereof (other than with respect to amounts payable through the Company’s payroll), together with corresponding invoices for the foregoing. (c) From and after delivery of the Acquiror Closing Statement and the Company Closing Statement (each, a “Closing Statement”): (i) The parties shall use their respective reasonable best efforts to (A) cooperate with each other and provide each other such additional information reasonably requested by such other party in connection with FTAC Stockholder Redemptionsuch other party’s review of the Closing Statements, (B) reasonably consider any and all changes reasonably requested by such other party and (C) revise its Closing Statement as necessary to render such Closing Statement true and correct and reflective of the terms of this Agreement; and (iiiii) The parties shall use their respective reasonable best efforts to jointly calculate in accordance with the aggregate cash proceeds from the FTAC Financing; terms hereof and shall use their respective reasonable best efforts to mutually confirm (iv) the Available Cash Amount resulting therefrom; (vA) the number of shares of FTAC Acquiror Common Stock constituting the Aggregate Merger Consideration, including the number of shares thereof consisting of Acquiror Class A Common Stock to be outstanding as and Acquiror Class B Common Stock, (B) the Exchange Ratio, and (C) the portion of the Closing Aggregate Merger Consideration payable from and after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received Effective Time in connection with respect of the Transaction prior to the Closing; and (vii) Company Exchange Shares, including the number of shares thereof consisting of FTAC Acquiror Class C A Common Stock that may be issued in connection and Acquiror Class B Common Stock (d) Notwithstanding anything to the contrary herein, (i) no requested changes to any Closing Statement received from another party or any dispute among the parties with respect to any Closing Statement shall prevent or delay the Closing and (ii) no actual or alleged breach of or failure to comply with the recapitalization by FTAC terms of this Section 2.8 shall serve as the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with basis for the definitions contained in this Agreement. From and after delivery failure of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing Date. (b) At least two (2) Business Days prior to the Closing, PGHL shall prepare and deliver to FTAC a statement (the “PGHL Closing Statement”) setting closing condition set forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall Article IX to be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Datesatisfied.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Trebia Class A Common Stock Ordinary Shares may no longer elect redemption in accordance with FTAC Stockholder the Trebia Shareholder Redemption, FTAC Trebia shall prepare and deliver to PGHL S1 Holdco and Protected a statement (the “FTAC Trebia Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder any redemption rights that have been exercised in connection with the Trebia Shareholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the Trebia Shareholder Redemption; (iii) the aggregate cash proceeds from the FTAC FinancingAvailable Trust Proceeds; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Trebia Class A Common Stock Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to FTAC Stockholder any redemptions in connection with the Trebia Shareholder Redemption and confirmation that no FTAC Trebia Preferred Stock is outstanding; (viv) the PIPE Investment Cannae Backstop Proceeds (if any) received and to be received in connection with the Transaction prior to the Closing; (vi) the amount of the Trebia Available Cash, including the Txxxxx Xxxxx LLC Debt Commitment Amount received and to be received in connection with the Transaction prior to the Closing and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC WarrantsAvailable Cash Amount, in each case, including reasonable supporting detail therefor. The FTAC Trebia Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Trebia Closing Statement until the Closing, FTAC Trebia shall (x) provide the Company S1 Holdco, Protected and its their respective Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books Books and records Records of FTAC and its Subsidiaries the Trebia Parties and to senior management personnel of FTAC and its Subsidiariesthe Trebia Parties, in each case, to the extent reasonably requested by the Company or any of its S1 Holdco, Protected and their respective Representatives in connection with their review of the FTAC Trebia Closing Statement, (y) cooperate with the Company S1 Holdco, Protected and its their respective Representatives in connection with their review of the FTAC Trebia Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Trebia Closing Statement provided by the Company S1 Holdco, Protected and their respective Representatives prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the Trebia Closing Statement. (b) At least two (2) Business Days prior to the Closing, PGHL S1 Holdco shall prepare and deliver to FTAC Trebia a statement (the “PGHL S1 Holdco Closing Statement”) ), setting forth in good faith its calculation of the Company Net Debt VCU Escrow Amount, the System1 Bonus Amount and the S1 Holdco Backstop Amount (if any) and including the Allocation Schedule as agreed with Protected. The PGHL S1 Holdco Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL S1 Holdco Closing Statement until the Closing, PGHL S1 Holdco and the CSC Blockers shall (x) provide FTAC Trebia and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books Books and records Records of PGHL the CSC Bxxxxxxx, X0 Holdco and its Subsidiaries and to senior management personnel of PGHL the CSC Bxxxxxxx, X0 Holdco and its Subsidiaries, in each case, to the extent reasonably requested by PGHL Trebia or any of its Representatives in connection with their review of the PGHL S1 Holdco Closing Statement, (y) cooperate with the Company Trebia and its Representatives in connection with their review of the PGHL S1 Holdco Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL S1 Holdco Closing Statement provided by FTAC Trebia prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the S1 Holdco Closing Statement. (c) At least two (2) Business Days prior to the Closing, Protected shall prepare and deliver to Trebia a statement (the “Protected Closing Statement”), setting forth in good faith its calculation of the Protected Net Debt Amount and the Protected Backstop Amount (if any) and including the Allocation Schedule as agreed with S1 Holdco. The Protected Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Protected Closing Statement until the Closing, Protected shall (x) provide Trebia and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of Protected and its Subsidiaries and to senior management personnel of Protected and its Subsidiaries, in each case, to the extent reasonably requested by Trebia or any of its Representatives in connection with their review of the Protected Closing Statement, (y) cooperate with Trebia and its Representatives in connection with their review of the Protected Closing Statement and the components thereof and (z) consider in good faith any comments to the Protected Closing Statement provided by Trebia prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the Protected Closing Statement. (d) The Trebia Parties shall be entitled to rely upon the Allocation Schedule, and in no event will Trebia or any of its Affiliates have any liability to any Blocker Parent, S1 Holdco, OpenMail, Court Square GPs, holder of Protected Securities or any other Person with respect to the allocation of the Closing Cash Consideration or the Closing Seller Equity Consideration payable under this Agreement or pursuant to the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on the Allocation Schedule result in, or require Trebia or any other Person to issue or pay hereunder, an amount greater than the aggregate of the Closing Cash Consideration and the Closing Seller Equity Consideration. In no event shall (A) the aggregate Closing Cash Consideration as set forth on the Allocation Schedule delivered to S1 Holdco and Protected pursuant to this Section 4.04 exceed $462,500.000 (subject to adjustment pursuant to clause (ii) of the Protected Closing Cash Consideration), (B) aggregate Closing Seller Equity Consideration as set forth in such Allocation Schedule exceed the number of shares equal to $667,500,000 divided by $10 (plus any amounts attributable to the Seller Backstop Amount, if any, and any amounts attributed to the Additional Seller Backstop Election, if any) or (C) the sum of the aggregate Closing Seller Cash Consideration and aggregate Closing Seller Equity Consideration set forth in such Allocation Schedule exceed $1,130,000,000 (subject to adjustment pursuant to clause (ii) of the Protected Closing Cash Consideration) (with the Closing Seller Equity Consideration valued at $10 per share).

Closing Statements. (a) At least two ten (10) Business Days prior to the Closing Date, the Company shall deliver to Plum a statement (the “Company Closing Statement”) setting forth the Company Transaction Expenses (including a breakdown by Person of amounts owed by the Company). Two (2) Business Days prior to the Special Meeting and and, in any event event, not earlier than the time that the holders of FTAC Plum Class A Common Stock Shares may no longer elect redemption to redeem their Plum Class A Shares in accordance with FTAC Stockholder the Plum Shareholder Redemption, FTAC Plum shall prepare and deliver to PGHL the Company a statement (the “FTAC Plum Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder the Plum Shareholder Redemption); , (iib) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the Plum Shareholder Redemption; , (iiic) the aggregate cash proceeds from the FTAC Financing; Plum Transaction Expenses (iv) the Available Cash Amount resulting therefrom; including a breakdown by Person of amounts owed by Plum), (vd) the number of shares of FTAC Class A Common Stock Plum Shares to be outstanding as of immediately prior to the Closing First Effective Time after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; Plum Shareholder Redemption, and (viie) the number of shares of FTAC Plum Class C Common Stock A Shares that may be issued in connection with upon the recapitalization by FTAC exercise of all Plum Warrants issued and outstanding as of immediately prior to the Founder FTAC Warrants, in each case, including reasonable supporting detail First Effective Time and the exercise prices therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after the delivery of the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, until the ClosingClosing Date, FTAC each of the Company and Plum shall (xi) provide the Company other Parties and its their Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent information reasonably requested by Plum or the Company or any of its their respective Representatives in connection with their the review of the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, provided by the Company prior to the Closing Date. any other Party at least three (b) At least two (23) Business Days prior to the ClosingClosing Date and (iii) revise the Company Closing Statement as needed to reflect any reasonable comments that are consistent with this Agreement and, PGHL shall prepare based on the Company’s good faith assessment, are warranted or appropriate and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the such revised Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Plum Closing Statement, (y) cooperate with as the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith case may be, to any comments to the PGHL Closing Statement provided by FTAC other Party prior to the Closing DateDate reflecting any such changes.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting Closing Date and in any event not earlier than the time that holders of FTAC AAC Class A Common Stock Ordinary Shares may no longer elect redemption in accordance with FTAC Stockholder the AAC Shareholder Redemption, FTAC AAC shall prepare and deliver to PGHL the Company a statement (the “FTAC AAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder any redemption rights that have been exercised in connection with the AAC Shareholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the AAC Shareholder Redemption; (iii) the aggregate cash proceeds from the FTAC FinancingCannae Backstop Amount (if any); (iv) the Available Cash Amount resulting therefrom; and (v) the number of shares of FTAC AAC Class A Common Stock Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to FTAC Stockholder any redemptions made in connection with the AAC Shareholder Redemption and the Cannae Backstop Amount (if any), and confirmation that no FTAC AAC Preferred Stock is Shares are outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC AAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC AAC Closing Statement until the Closing, FTAC AAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC AAC and its Subsidiaries and to senior management personnel of FTAC AAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC AAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC AAC Closing Statement and the components thereof thereof; and (z) consider in good faith any comments to the FTAC AAC Closing Statement provided by the Company prior to the Closing Date. ; provided that, notwithstanding the foregoing, the Closing (bin accordance with Section 4.01) At shall not in any event be delayed as a result of the review of the AAC Closing Statement. In addition, at least two (2) Business Days prior to the ClosingSpecial Meeting, PGHL shall prepare and deliver to FTAC a statement (in any event not earlier than the “PGHL Closing Statement”) setting forth in good faith its calculation time that holders of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated AAC Class A Ordinary Shares may no longer elect redemption in accordance with the definitions contained AAC Shareholder Redemption, AAC shall prepare and delivery to the Company a statement setting forth the number of AAC Shareholder Redemptions. (b) The Company shall deliver to AAC a schedule setting forth the allocation of the Closing Merger Consideration payable at Closing among the holders of Company Shares (the “Payment Allocation Schedule”) not less than two (2) Business Days prior to the Closing. The Payment Allocation Schedule (and any update thereof) will be prepared in accordance with the provisions of the organizational documents of the Company and the terms and conditions of this Agreement. From and after delivery of the PGHL Closing Statement Payment Allocation Schedule until the Closing, PGHL the Company shall (x) provide FTAC AAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries the Company and to senior management personnel of PGHL and its Subsidiariesthe Company, in each case, to the extent reasonably requested by PGHL AAC or any of its Representatives in connection with their review of the PGHL Closing StatementPayment Allocation Schedule, (y) cooperate with the Company AAC and its Representatives in connection with their review of the PGHL Closing Statement Payment Allocation Schedule and the components thereof thereof; and (z) consider in good faith any comments to the PGHL Closing Statement Payment Allocation Schedule provided by FTAC AAC prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the Payment Allocation Schedule. The AAC Parties shall be entitled to rely upon the Payment Allocation Schedule, and in no event will the AAC Parties or any of their Affiliates have any liability to any holder of Company Shares or any other Person with respect to the allocation of the Closing Merger Consideration payable under this Agreement or pursuant to the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Payment Allocation Schedule; provided, however, that in no event shall the amounts set forth on the Payment Allocation Schedule result in, or require AAC or any other Person to issue or pay hereunder, an amount greater than the aggregate consideration as set forth in Section 3.01.

Closing Statements. (a) At least two Not less than three (23) Business Days prior to the Special Meeting and in any event not earlier than Closing Date, the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance Contributor shall provide Acquiror with FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL a statement (the “FTAC Estimated Contributor Closing Statement”) setting that sets forth Contributor’s good faith estimate of the amounts of (a) the Retained Cash (the “Estimated Retained Cash”), (b) the Cash Consideration (the “Estimated Cash Consideration”), (c) the Company Adjusted Equity Value Components and (d) based on the foregoing estimates, the Company Adjusted Equity Value (the “Estimated Company Adjusted Equity Value”), along with reasonably detailed supporting information to evidence the calculation of such amounts. An illustrative example of the Estimated Contributor Closing Statement for calculating the Estimated Cash Consideration and the Estimated Company Adjusted Equity Value is set forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior Exhibit E-1. Acquiror and its Representatives, including Acquiror’s independent accountants, will be entitled to giving effect to FTAC Stockholder Redemption); (ii) the aggregate amount of review all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as supporting documentation of the Closing after giving effect to FTAC Stockholder Redemption Contributor, the Company and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received their respective Affiliates and to be received Representatives prepared in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Estimated Contributor Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) . The Contributor shall consider in good faith any Acquiror’s comments or proposed changes to the FTAC Estimated Contributor Closing Statement. The making of any comment or proposed change to the Estimated Contributor Closing Statement provided by Acquiror, or any failure to make any such comment or proposed change, and any incorporation or failure to incorporate any such comment or proposed change into the Company prior Estimated Contributor Closing Statement, shall not be grounds for failure of any closing condition to be satisfied or for the Closing Dateto be delayed or limit the rights of the Parties pursuant to Section 2.07. (b) At least two Not less than three (23) Business Days prior to the ClosingClosing Date, PGHL Acquiror shall prepare and deliver to FTAC provide the Contributor with a statement (the “PGHL Estimated Acquiror Closing Statement” and together with the Estimated Contributor Closing Statement, the “Estimated Closing Statements”) setting that sets forth Acquiror’s good faith estimate of the amounts of (a) the Acquiror Adjusted Equity Value Components and (b) based on the foregoing estimates, the Acquiror Adjusted Equity Value (the “Estimated Acquiror Adjusted Equity Value”) along with reasonably detailed supporting information to evidence the calculation of such amount. An illustrative example of the Estimated Acquiror Closing Statement for calculating the Estimated Acquiror Adjusted Equity Value is set forth in good faith Exhibit E-2. Contributor and its calculation Representatives, including Contributor’s independent accountants, will be entitled to review all supporting documentation of the Company Net Debt Amount. The PGHL Closing Statement Acquiror and each component thereof shall be its Affiliates and Representatives prepared and calculated in accordance connection with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Estimated Acquiror Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) . The Acquiror shall consider in good faith any the Contributor’s comments or proposed changes to the PGHL Estimated Acquiror Closing Statement. The making of any comment or proposed change to the Estimated Acquiror Closing Statement provided by FTAC prior Contributor, or any failure to make any such comment or proposed change, and any incorporation or failure to incorporate any such comment or proposed change into the Estimated Acquiror Closing Statement, shall not be grounds for failure of any closing condition to be satisfied or for the Closing Dateto be delayed or limit the rights of the Parties pursuant to Section 2.07.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL Tempo a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company Tempo or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company Tempo prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Closing Statement. (b) At least two (2) Business Days prior to the Closing, PGHL Tempo shall prepare and deliver to FTAC a statement (the “PGHL Tempo Closing Statement”) ), setting forth in good faith its calculation of the Company Net Debt AmountAmount and including the Allocation Schedule. The PGHL Tempo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Tempo Closing Statement until the Closing, PGHL Tempo and the Tempo Blockers shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL the Tempo Blockers, Tempo and its Subsidiaries and to senior management personnel of PGHL the Tempo Blockers, Tempo and its Subsidiaries, in each case, to the extent reasonably requested by PGHL FTAC or any of its Representatives in connection with their review of the PGHL Tempo Closing Statement, (y) cooperate with the Company FTAC and its Representatives in connection with their review of the PGHL Tempo Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Tempo Closing Statement provided by FTAC prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the Tempo Closing Statement. (c) The Company, FTAC and their respective Subsidiaries shall be entitled to rely upon the Allocation Schedule, and in no event will the Company, FTAC or any of their Affiliates (including the FTAC Surviving Corporation and Tempo Surviving Entity) have any liability to any Tempo Blocker Owner, Continuing Tempo Unitholder, Tempo Investor, Participating Management Holder or any other Person with respect to the allocation of the Closing Cash Consideration, the Closing Seller Equity Consideration, the Tempo Earnout Consideration or the Forfeiture Reallocation Shares payable under this Agreement or pursuant to the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on the Allocation Schedule result in, or require the Company, the Tempo Surviving Entity or any other Person to issue or pay hereunder, an amount greater than the aggregate consideration as set forth in Section 3.01.

Closing Statements. (a) At least two six (26) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder RedemptionClosing Date, FTAC Cobia shall prepare and deliver to PGHL Swordfish and the Companies a statement (the “FTAC Cobia Closing Financial Statement”) setting forth in of Cobia’s good faith: faith estimated calculation (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including with reasonable supporting detail therefordetail) of the (A) Cobia Closing Working Capital, (B) Cobia Closing Cash, (C) Cobia Closing Indebtedness, (D) Cobia Transaction Expenses (E) Cobia Assumed Transaction Taxes (F) Cobia Indemnified Transaction Taxes (G) Cobia Capex Operating Adjustment and (H) using the amounts referred to in clauses (A) through (G), the Cobia Valuation Amount (the “Estimated Cobia Valuation Amount”). The FTAC Swordfish shall have three (3) Business Days from the receipt of such Cobia Closing Financial Statement and each component thereof to provide Cobia any comments with respect to the computation of any of the items in the Cobia Closing Financial Statement, which comments shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested considered by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider Cobia in good faith any comments (and if revised by Cobia in response to Swordfish’s comments, the FTAC revised statement incorporating revised estimates of (A) Cobia Closing Working Capital, (B) Cobia Closing Cash, (C) Cobia Closing Indebtedness, (D) Cobia Transaction Expenses (E) Cobia Assumed Transaction Taxes (F) Cobia Indemnified Transaction Taxes (G) Cobia Capex Operating Adjustment and (H) using the amounts referred to in clauses (A) through (G), the Cobia Valuation Amount, as applicable, shall be treated as the Cobia Closing Financial Statement provided by the Company prior to the Closing Datehereunder). (b) At least two six (26) Business Days prior to the ClosingClosing Date, PGHL Swordfish shall prepare and deliver to FTAC Cobia and the Companies a statement (the “PGHL Swordfish Closing Financial Statement” and together with the Cobia Closing Financial Statement, the “Closing Financial Statements”) setting forth of Swordfish’s good faith estimated calculation (in each case, with reasonable supporting detail) of the (A) Swordfish Closing Working Capital, (B) Swordfish Closing Cash, (C) Swordfish Closing Indebtedness, (D) Swordfish Transaction Expenses, (E) Swordfish Jade Transaction Expenses, (F) Swordfish Assumed Transaction Taxes, (G) Swordfish Indemnified Transaction Taxes, (H) Swordfish Capex Operating Adjustment and (I) using the amounts referred to in clauses (A) through (H), the Swordfish Valuation Amount (the “Estimated Swordfish Valuation Amount”). Cobia shall have three (3) Business Days from the receipt of such Swordfish Closing Financial Statement to provide Swordfish any comments with respect to the computation of any of the items in the Swordfish Closing Financial Statement, which comments shall be considered by Swordfish in good faith its calculation (and if revised by Swordfish in response to Cobia’s comments, the revised statement incorporating revised estimates of (A) Swordfish Closing Working Capital, (B) Swordfish Closing Cash, (C) Swordfish Closing Indebtedness, (D) Swordfish Transaction Expenses, (E) Swordfish Jade Transaction Expenses, (F) Swordfish Assumed Transaction Taxes, (G) Swordfish Indemnified Transaction Taxes, (H) Swordfish Capex Operating Adjustment and (I) using the Company Net Debt amounts referred to in clauses (A) through (H), the Swordfish Valuation Amount. , as applicable, shall be treated as the Swordfish Closing Financial Statement hereunder). (c) The PGHL Closing Statement and each component thereof Financial Statements shall be prepared and calculated (i) in accordance with the definitions contained principles and policies described in this Agreement. From Schedule I hereto (the “Transaction Accounting Principles”) and after delivery (ii) without giving effect to any adjustments resulting from the consummation of the PGHL Closing Statement until transactions contemplated hereby (other than the Reorganization Transactions) or any actions taken by or on behalf of Cobia or Swordfish with respect to the Company Group at or following the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to . For the books and records purposes of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to preparing the Closing DateFinancial Statements, an amount in a different currency shall be deemed to be an amount in dollars converted at the Exchange Rate at the Adjustment Calculation Time (the “Closing Exchange Rate”).

Closing Statements. (a) At least two three Business Days prior to the Closing Date, the Company shall deliver to SPAC a statement (2the “TopCo Closing Statement”) setting forth the Company Transaction Expenses. Two Business Days prior to the Special Meeting and but, in any event event, not earlier than the time that the holders of FTAC SPAC Class A Common Stock Shares may no longer elect redemption to redeem their SPAC Class A Shares in accordance with FTAC the SPAC Stockholder Redemption, FTAC SPAC shall prepare and deliver to PGHL the Company a statement (the “FTAC SPAC Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC the SPAC Stockholder RedemptionRedemption and SPAC Class B Conversion); , (iib) the aggregate amount of all payments required to be made in connection with FTAC the SPAC Stockholder Redemption; , (iii) the aggregate cash proceeds from the FTAC Financing; (ivc) the Available Closing SPAC Cash Amount resulting therefrom; , (vd) the SPAC Transaction Expenses, (e) the number of SPAC Shares to be outstanding as of immediately prior to the Effective Time after giving effect to the SPAC Stockholder Redemption, and (f) the number of shares of FTAC SPAC Class A Common Stock to Shares that may be issued upon the exercise of all SPAC Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the TopCo Closing Statement or the SPAC Closing Statement, as the case may be, until the Closing after giving effect Date, each of TopCo and SPAC shall (i) provide the other Parties and their Representatives with reasonable access to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) information reasonably requested by the PIPE Investment Proceeds received and to be received other or any of its respective Representatives in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, provided by the Company prior to the Closing Date. (b) At any other Party at least two (2) Business Days prior to the ClosingClosing Date and (iii) revise the TopCo Closing Statement or SPAC Closing Statement as needed to reflect any reasonable comments and any other comments that, PGHL shall prepare based on its good faith assessment, are warranted or appropriate and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL such revised TopCo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL SPAC Closing Statement, (y) cooperate with as the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith case may be, to any comments to the PGHL Closing Statement provided by FTAC other Party prior to the Closing DateDate reflecting any such changes.

Closing Statements. (a) At least two ten (10) Business Days prior to the Closing Date, the Company shall deliver to Plum a statement (the “Company Closing Statement”) setting forth the estimated Company Transaction Expenses (including a breakdown by Person of estimated amounts owed by the Company). Two (2) Business Days prior to the Special Meeting and and, in any event event, not earlier than the time that the holders of FTAC Plum Class A Common Stock Shares may no longer elect redemption to redeem their Plum Class A Shares in accordance with FTAC Stockholder the Plum Shareholder Redemption, FTAC Plum shall prepare and deliver to PGHL the Company a statement (the “FTAC Plum Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder the Plum Shareholder Redemption); , (iib) the aggregate amount of all payments required to be made in connection with FTAC Stockholder the Plum Shareholder Redemption; , (iiic) the aggregate cash proceeds from the FTAC Financing; estimated Plum Transaction Expenses (iv) the Available Cash Amount resulting therefrom; including a breakdown by Person of amounts owed by Plum), (vd) the number of shares of FTAC Class A Common Stock Plum Shares to be outstanding as of immediately prior to the Closing Effective Time after giving effect to FTAC Stockholder Redemption the Plum Shareholder Redemption, and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Plum Class C Common Stock A Shares that may be issued in connection with upon the recapitalization by FTAC exercise of all Plum Warrants issued and outstanding as of immediately prior to the Founder FTAC Warrants, in each case, including reasonable supporting detail Effective Time and the exercise prices therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after the delivery of the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, until the ClosingClosing Date, FTAC each of the Company and Plum shall (xi) provide the Company other Parties and its their Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent information reasonably requested by Plum or the Company or any of its their respective Representatives in connection with their the review of the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, provided by the Company prior to the Closing Date. any other Party at least three (b) At least two (23) Business Days prior to the ClosingClosing Date and (iii) revise the Company Closing Statement as needed to reflect any reasonable comments that are consistent with this Agreement and, PGHL shall prepare based on the Company’s good faith assessment, are warranted or appropriate and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the such revised Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Plum Closing Statement, (y) cooperate with as the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith case may be, to any comments to the PGHL Closing Statement provided by FTAC other Party prior to the Closing DateDate reflecting any such changes.

Closing Statements. (a) At least two (2) Not less than three Business Days prior to the Special Meeting Amalgamation Effective Time, AARK shall provide to Parent (i) an estimated unaudited consolidated balance sheet of the Group Companies as of 12:01 a.m. (Eastern Time) on the date the Amalgamation Effective Time shall occur and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL (ii) a written statement (the “FTAC AARK Closing Statement”) setting forth AARK’s good faith estimates of: (A) the Group Companies Transaction Expenses paid or required to be paid as of the Amalgamation Effective Time, along with any invoices from the applicable service providers to the Group Companies that are in the possession of any Group Company at such time; and (B) the amount of Group Companies Cash. AARK shall consider in good faith Parent’s comments to the AARK Closing Statement, which comments Parent shall deliver to AARK no fewer than one Business Day prior to the date the Amalgamation Effective Time shall occur, and revise the AARK Closing Statement to incorporate any changes AARK, acting in good faith, determines are appropriate. In connection with preparation and delivery of the AARK Closing Statement, AARK shall provide reasonable supporting detail to evidence AARK’s calculations, explanations and assumptions and any documentation or information as is reasonably requested by Xxxxxx. (b) Not less than three Business Days prior to the Amalgamation Effective Time, Parent shall deliver to AARK a written statement (the “Parent Closing Statement”) setting forth, in reasonable detail, Parent’s good faith estimate of: (i) the aggregate amount of cash in Aggregate Cash (for the Trust Account (avoidance of doubt, prior to giving effect to FTAC Stockholder Redemption)the payment of any Parent Transaction Expenses) and all relevant supporting documentation used by Parent in calculating such amounts as may be reasonably requested by XXXX; (ii) the aggregate amount of all payments Parent Transaction Expenses paid or required to be made paid as of the Amalgamation Effective Time pursuant to Section 10.3, including all relevant supporting documentation used by Parent in connection with FTAC Stockholder Redemptioncalculating such amounts as may be reasonably requested by AARK; and (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Parent Class A Common Stock Ordinary Shares to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior issued pursuant to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail thereforSubscription Agreements. The FTAC Closing Statement and each component thereof Parent shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any AARK’s comments to the FTAC Parent Closing Statement provided by the Company Statement, which comments AARK shall deliver to Parent no fewer than one Business Day prior to the date the Amalgamation Effective Time shall occur, and revise the Parent Closing Date. (b) At least two (2) Business Days prior Statement to the Closingincorporate any changes Parent, PGHL shall prepare and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth acting in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closingfaith, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Datedetermines are appropriate.

Closing Statements. (a) At least two three Business Days prior to the Closing Date, the Company shall deliver to SPAC a statement (2the “TopCo Closing Statement”) setting forth the Company Transaction Expenses. Two Business Days prior to the Special Meeting and but, in any event event, not earlier than the time that the holders of FTAC SPAC Class A Common Stock Shares may no longer elect redemption to redeem their SPAC Class A Shares in accordance with FTAC the SPAC Stockholder Redemption, FTAC SPAC shall prepare and deliver to PGHL the Company a statement (the “FTAC SPAC Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC the SPAC Stockholder RedemptionRedemption and SPAC Class B Conversion); , (iib) the aggregate amount of all payments required to be made in connection with FTAC the SPAC Stockholder Redemption; , (iii) the aggregate cash proceeds from the FTAC Financing; (ivc) the Available Closing SPAC Cash Amount resulting therefrom; , (vd) the SPAC Transaction Expenses, and (e) the number of SPAC Shares to be outstanding as of immediately prior to the Effective Time after giving effect to the SPAC Stockholder Redemption, and (f) the number of shares of FTAC SPAC Class A Common Stock to Shares that may be issued upon the exercise of all SPAC Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the TopCo Closing Statement or the SPAC Closing Statement, as the case may be, until the Closing after giving effect Date, each of TopCo and SPAC shall (i) provide the other Parties and their Representatives with reasonable access to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) information reasonably requested by the PIPE Investment Proceeds received and to be received other or any of its respective Representatives in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, provided by the Company prior to the Closing Date. (b) At any other Party at least two (2) Business Days prior to the ClosingClosing Date and (iii) revise the TopCo Closing Statement or SPAC Closing Statement as needed to reflect any reasonable comments and any other comments that, PGHL shall prepare based on its good faith assessment, are warranted or appropriate and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL such revised TopCo Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the PGHL Closing Statement until the Closing, PGHL shall (x) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries, in each case, to the extent reasonably requested by PGHL or any of its Representatives in connection with their review of the PGHL SPAC Closing Statement, (y) cooperate with as the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith case may be, to any comments to the PGHL Closing Statement provided by FTAC other Party prior to the Closing DateDate reflecting any such changes.” (t) Section 4.23 of the Agreement is hereby amended and restated to read as follows:

Closing Statements. (a) At least two (2) Business Days prior to As soon as possible, but not later than 60 days, following the Special Meeting and in any event not earlier than Closing Date, the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC Purchaser shall prepare and deliver to PGHL the Sellers’ Representative the following (collectively, the “Closing Statements”): (i) a statement calculation of the Working Capital as of 12:01 a.m. (Pacific Time) on the Closing Date (the “FTAC Closing StatementWorking Capital”); (ii) the amount by which the Closing Working Capital exceeds or is less than, as the case may be, the Target Working Capital; and (iii) the Purchase Price, as adjusted in accordance with Section 2.3. (b) The Sellers’ Representative shall have 30 days from receipt of the Closing Statements (the “Review Period”) within which to review the Closing Statements. During the Review Period, the Purchaser will cause the Company to provide the Sellers’ Representative and its authorized Representatives with reasonable access, during normal business hours, to the personnel and financial Books and Records of the Company for the purpose of enabling the Sellers’ Representative to review the Closing Statements. If the Sellers’ Representative acting in good faith and in consultation with its independent accounting advisors dispute any matters set out in the Closing Statements, then the Sellers’ Representative may deliver written notice (an “Objection Notice”) to the Purchaser within the Review Period setting forth in good faithdetail the particular matters in the Closing Statements to which the Sellers’ Representative objects (the “Disputed Items”). If the Sellers’ Representative does not deliver an Objection Notice to the Purchaser within the Review Period, then the Sellers’ Representative shall be deemed to have accepted the Closing Statements. If the Sellers’ Representative delivers an Objection Notice to the Purchaser within the Review Period, then: (i) the aggregate amount Purchaser and the Sellers’ Representative shall work expeditiously and in good faith in an attempt to resolve all of cash in the Trust Account Disputed Items within 15 days of receipt of the Objection Notice (prior to giving effect to FTAC Stockholder Redemptionthe “Discussion Period”); and (ii) all matters in the aggregate amount Closing Statements, other than the Disputed Items, shall be deemed to have been accepted by the Sellers’ Representative. If all Disputed Items are not resolved within the Discussion Period, the Purchaser and the Sellers’ Representative shall within ten days following the end of all payments required the Discussion Period appoint a registered chartered professional accountant to be made selected mutually by the Purchaser and the Sellers’ Representative (the “Closing Statements Dispute Auditor”) to resolve the remaining items in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to dispute. The Closing Statements Dispute Auditor may be outstanding as any Person who has been retained by any of the Closing after giving effect parties to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and provide audit, accounting, or advisory services to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company such party prior to the Closing Date. (bc) At least two (2) Within ten Business Days prior of the appointment of the Closing Statements Dispute Auditor, the Purchaser and the Sellers’ Representative shall furnish to the ClosingClosing Statements Dispute Auditor and to each other those working papers, PGHL schedules and other documents, accounting books and records, and information relating to the Disputed Items that are available to the Purchaser and the Sellers’ Representative or their respective Representatives as the Closing Statements Dispute Auditor may require together with their respective written statements in support of their respective positions with respect to the Disputed Items. The Purchaser and the Sellers’ Representative shall prepare be allowed one opportunity to respond to the submissions of the Purchaser and the Sellers’ Representative, as the case may be, within five Business Days of the receipt of such submissions from the Closing Statements Dispute Auditor. The Purchaser and the Sellers’ Representative shall instruct the Closing Statements Dispute Auditor that: (i) time is of the essence in proceeding with its determination of the Disputed Items and the Closing Statements Dispute Auditor shall use its best efforts to deliver the decision of the Closing Statements Dispute Auditor with respect to FTAC the Disputed Items within a statement reasonable period of time (not to exceed 30 days) following receipt of the submissions from the Purchaser and the Sellers’ Representative; and (ii) in making its determination of the Disputed Items, the Closing Statements Dispute Auditor may not award to the Purchaser or the Sellers (as applicable) an amount greater than the amount asserted by the Purchaser or the Sellers (as applicable); and (iii) its decision shall be in writing. The Closing Statements Dispute Auditor’s decision, absent any manifest error or prior agreement of the Purchaser and the Sellers’ Representative otherwise, shall be final and binding on the Purchaser and the Sellers with no rights of challenge, review, or appeal to the courts in any manner. The Closing Statements Dispute Auditor, in making its determination of the Disputed Items, will be acting as an expert and not as an arbitrator and will not be required to engage in a judicial inquiry worked out in a judicial manner. (d) On agreement of the Purchaser and the Sellers’ Representative or the decision of the Closing Statements Dispute Auditor, as the case may be, with respect to the Disputed Items, the Closing Statements shall be deemed to be amended as may be necessary to reflect the agreement of the Purchaser and the Sellers’ Representative or the decision of the Closing Statements Dispute Auditor, as the case may be, and in this event, all references in this Agreement to the Closing Statements shall be deemed to be references to the Closing Statements as so amended. (e) The Purchaser and the Sellers’ Representative shall each be responsible for its own costs and expenses in connection with the preparation and review of the Closing Statements and the calculations contained therein and the settlement of any Disputed Items. The fees and expenses of the Closing Statements Dispute Auditor pursuant to this Section 2.2 will be borne by the Purchaser and the Sellers’ Representative based upon the percentage which the aggregate portion of the contested amounts of the Disputed Items not awarded to the Purchaser and the Sellers’ Representative, as the case may be, bears to the aggregate amount actually contested by the Purchaser or the Sellers’ Representative, as the case may be (the “PGHL Cost Determination Percentage”). For example, if the Sellers’ Representative delivers an Objection Notice in which the Disputed Items claims the Purchase Price is $100,000 greater than the amount determined by the Purchaser in the Closing Statement”) setting forth in good faith its calculation Statements, and the Purchaser contests only $50,000 of the Company Net Debt Amount. The PGHL amount claimed by the Sellers’ Representative, and if the Closing Statement and each component thereof shall be prepared and calculated in accordance with Statements Dispute Auditor ultimately resolves the definitions contained in this Agreement. From and after delivery dispute by awarding the Sellers’ Representative $30,000 of the PGHL $50,000 contested, then the costs and expenses of the Closing Statement until the ClosingStatements Dispute Auditor will be allocated 60% (i.e., PGHL shall (x30,000 ÷ 50,000) provide FTAC and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books Purchaser and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its Subsidiaries40% (i.e., in each case, 20,000 ÷ 50,000) to the extent reasonably requested by PGHL Sellers’ Representative. If the Cost Determination Percentage is 0% for the Purchaser or any the Sellers’ Representative, as the case may be (the “Successful Party”), then the non-Successful Party shall pay in addition to the fees and expenses of its Representatives the Closing Statements Dispute Auditor all of the Successful Party’s out-of-pocket fees and expenses incurred in connection with their review the resolution of the PGHL Closing StatementDisputed Items, (y) cooperate including the out-of-pocket fees and expenses of the Successful Party’s legal counsel, accountants or other representatives or consultants engaged by such party to assist with the Company and its Representatives in connection with their review resolution of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments Disputed Items, up to the PGHL Closing Statement provided by FTAC prior to the Closing Datea maximum of $50,000.

Closing Statements. (a) At least No later than two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder RedemptionClosing, FTAC Parent shall prepare and deliver to PGHL a statement the Company (or after the Reorganization, Newco) written notice (the “FTAC Parent Closing Statement”) setting forth in good faithforth: (i) the aggregate amount of cash in Parent Cash as of the Trust Account Closing (for the avoidance of doubt, prior to giving effect to FTAC the Parent Stockholder RedemptionRedemptions, if any, and the payment of any Parent Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company (or after the Reorganization, Newco); , (ii) the aggregate amount of all payments cash proceeds that will be required to be made in connection with FTAC satisfy the Parent Stockholder Redemption; Redemptions, if any, (iii) the aggregate cash proceeds from amount of Parent Transaction Costs as of the FTAC FinancingClosing and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company (or after the Reorganization, Newco); and (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Parent Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC the Parent Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) Redemptions, if any, the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number issuance of shares of FTAC Parent Class C A Common Stock that may be issued in connection with pursuant to the recapitalization by FTAC Subscription Agreements and the surrender of the Founder FTAC WarrantsSponsor Contingent Closing Shares, in each caseif any (for the avoidance of doubt, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with excluding the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing DateSponsor Earnout Shares). (b) At least No later than two (2) Business Days prior to the ClosingClosing Date, PGHL the Company (or after the Reorganization, Newco) shall prepare and deliver to FTAC a statement Parent written notice (the “PGHL Company Closing Statement”) setting forth: (i) the Closing Indebtedness Amount as of the Closing (including the Payoff Amount) and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (ii) the amount of Company Transactions Costs as of the Closing, together with instructions that list the applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (iii) the amount of Company Cash as of the Closing and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (iv) a calculation of the Closing Cash Payment Amount and the Closing Number of Securities, in each case, based upon the foregoing and the amounts contained in the Parent Closing Statement and (v) a capitalization table schedule, setting forth, for each holder of Company Interests, (A) the name and email address of such holder, (B) the number and class or series of Company Interests held by such holder, (C) the portion of the Closing Cash Payment Amount payable to such holder in respect of the Company Interests held by such holder (in the case of Company Warrants and Company Options, taking into account the exercise price in respect thereof) and (D) the portion of the Closing Number of Securities payable to such holder in respect of the Company Interests held by such holder (in the case of Company Warrants and Company Options, taking into account the exercise price in respect thereof) and (E) the other information set forth in Section 4.3(b). The Company (and after the Reorganization, Newco) shall not permit the exercise of any Company Option or Company Warrant from and after the delivery of the Company Closing Statement. (c) Parent will consider in good faith its calculation the Company’s (or after the Reorganization, Newco’s) comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of the Company Net Debt Amountthis Agreement. The PGHL Parent Closing Statement and each component thereof the calculations and determinations contained therein shall be prepared and calculated in accordance with the Parent’s Charter Documents, the DGCL and the applicable definitions contained in this Agreement. From The Company (or after the Reorganization, Newco) will consider in good faith Parent’s comments to the Company Closing Statement, and after delivery of if any adjustments are made to the PGHL Company Closing Statement until by the Company (or after the Reorganization, Newco) prior to the Closing, PGHL such adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Applicable Charter Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Parent, First Merger Sub and Second Merger Sub shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement, and the Letter of Transmittal and Warrant Surrender Agreement that shall be required to be delivered by the applicable holders of Company Interests as a condition to receipt of any Merger Consideration shall include a waiver of, among other things, any and all claims (x) provide FTAC that the Company Closing Statement did not accurately reflect the terms of the Applicable Charter Documents, and its Representatives (y) in connection with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice the issuance of any Company Interests (including any rights to indemnities from the books and records of PGHL and its Subsidiaries and to senior management personnel of PGHL and its SubsidiariesCompany (or after the Reorganization, in each case, to the extent reasonably requested by PGHL Newco) or any of its Representatives Affiliates pursuant to any Contract entered into by such holder in connection with their review of the PGHL Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the PGHL Closing Statement and the components thereof and (z) consider in good faith any comments to the PGHL Closing Statement provided by FTAC prior to the Closing Datesuch issuance).